PNC Bank 2007 Annual Report Download

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James E. Rohr
Chairman and Chief Executive Officer
To Our Shareholders:
I am pleased to report that The PNC Financial Services Group had a good year in 2007. Our
businesses produced strong results, and we moved forward with strategic acquisitions that
enhance our market position.
Through the efforts of our 28,000 dedicated employees, we deepened customer relationships,
deployed capital to grow our businesses, maintained a moderate risk profile, and grew revenue
faster than expenses on an adjusted basis.*
As a result, we generated net income of $1.5 billion and grew net income on an adjusted basis to
$1.7 billion, its highest level in our history. We increased net interest income and continued to
manage expenses effectively. And through growth and acquisitions, our assets reached a record
$139 billion.
We achieved these results during a time of unprecedented market volatility, causing many in the
financial services industry to announce substantial losses, writedowns and workforce reductions.
Our strategic decision making enabled us to substantially avoid subprime mortgages and many
of the other issues currently affecting our industry, and we are satisfied with how our business is
positioned.
Unfortunately, fourth quarter performance did fall short of expectations due to a combination of
market volatility and credit deterioration in our commercial real estate portfolio. In this
challenging environment, our diversified business mix and the continued execution of our
strategic priorities served as points of differentiation in the marketplace.
Our performance in recent years, including our double-digit dividend increases, provided our
shareholders with very strong returns. In fact, our total shareholder returns on a three-, and five-
year basis rank us first among our peers; for 2007, PNC ranked second.**
Our business strategies, fueled by the energy and enthusiasm of our employees, will propel PNC
on its journey to become a great company.
We continued to grow the number of customers we serve. Attracting customers, deepening
those relationships and working to increase satisfaction drove strong results in all of our
businesses. In our Retail Banking segment, our focus is to win in the payments space.
*Reported revenue, noninterest expense and net income for 2007 and 2006 were $6.705 billion, $4.296 billion and $1.467 billion, and $8.572 billion,
$4.443 billion and $2.595 billion, respectively. Reported operating leverage for 2007 was (19%). Adjusted revenue, adjusted noninterest expense and
adjusted net income for 2007 and 2006 were $6.836 billion, $4.112 billion and $1.702 billion, and $5.807 billion, $3.587 billion and $1.514 billion,
respectively. Adjusted operating leverage for 2007 was 3%. The full-year impact of adjusted items included, on an after-tax basis, a $1.3 billion gain
on the BlackRock/Merrill Lynch Investment Managers transaction, a $31 million loss on the repositioning of PNC’s mortgage loan portfolio, and
a $127 million loss on the rebalancing of PNC’s securities portfolio for 2006; $47 million and $99 million of integration costs, and $83 million and
$7 million of charges in connection with our BlackRock LTIP shares obligation for 2007 and 2006, respectively, and a $53 million charge related to
Visa indemnification for 2007. Additionally, reported revenue and noninterest expense for 2006 were also adjusted as if we had recorded our
investment in BlackRock on the equity method for the full year, thereby reducing reported revenue and reported noninterest expense by $953 million
and $765 million, respectively. Other references to adjusted results reflect the same adjustments, as appropriate.
** PNC’s 2007 peer group consists of BB&T Corporation, Comerica Incorporated, Fifth Third Bancorp, KeyCorp, National City Corporation, Regions
Financial Corporation, SunTrust Banks, U.S. Bancorp, Wachovia Corporation, and Wells Fargo & Company.
The PNC Financial Services Group
One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707

Table of contents

  • Page 1
    James E. Rohr Chairman and Chief Executive Officer To Our Shareholders: I am pleased to report that The PNC Financial Services Group had a good year in 2007. Our businesses produced strong results, and we moved forward with strategic acquisitions that enhance our market position. Through the ...

  • Page 2
    ...our new checking account customers last year. Once customers begin banking with us, we see services such as online bill payment and direct deposit as key to increasing consumer customer retention and profitability. For small businesses, we deepen relationships by offering treasury management, remote...

  • Page 3
    ... year, with year-end loan outstandings of approximately $5 billion. And ARCS Commercial Mortgage, acquired in the second quarter of 2007, allows Corporate & Institutional Banking to offer a full spectrum of financing servicing options to multifamily owners and investors on a national basis. In fund...

  • Page 4
    ... we do business through our community development banking, investing more than $1 billion last year. Our efforts once again earned PNC the highest possible rating of "outstanding" for our Community Reinvestment Act activities, which include special loans, low-cost checking accounts and education...

  • Page 5
    ... of our fee-based products as we did when we acquired Riggs National Bank in 2005. In those branches, we grew product and service-related fees by 60 percent in less than two years. We also are expanding our use of technology, including the launch of a small business portal and mobile banking, to...

  • Page 6
    ... by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes The aggregate market value of the registrant's outstanding voting common stock held by nonaffiliates on June 29, 2007, determined using the per share closing price on that date on the New York Stock...

  • Page 7
    ... nationally and others in our primary geographic markets located in Pennsylvania, New Jersey, Washington, DC, Maryland, Virginia, Ohio, Kentucky and Delaware. We also provide certain global fund processing services internationally. At December 31, 2007, our consolidated total assets, deposits...

  • Page 8
    ... management, disbursement services, funds transfer services, information reporting, and global trade services. Capital markets-related products and services include foreign exchange, derivatives, loan syndications, mergers and acquisitions advisory and related services to middle-market companies...

  • Page 9
    ... And Average Rate Paid On Deposits Time Deposits Of $100,000 Or More Selected Consolidated Financial Data 119 118 26 and 84-86 86 25, 87 and 120 122 47-48, 74, 89 and 120 27 and 47-48 48-49 and 121 48-49 and 121 119 91 and 122 17-18 SUPERVISION AND REGULATION OVERVIEW PNC is a bank holding company...

  • Page 10
    .... Applicable laws and regulations restrict permissible activities and investments and require compliance with protections for loan, deposit, brokerage, fiduciary, mutual fund and other customers, among other things. They also restrict our ability to repurchase stock or to receive dividends from bank...

  • Page 11
    ... insurance underwriting, insurance investments, real estate investment or development, and merchant banking. If one of our domestic subsidiary banks were to fail to meet the "well capitalized" or "well managed" and related criteria, PNC Bank, N.A. would be required to enter into an agreement...

  • Page 12
    ... in meeting the credit needs of the communities it serves in accordance with the CRA. Our ability to grow through acquisitions could be limited by these approval requirements. At December 31, 2007, PNC Bank, N.A. and PNC Bank, Delaware, were rated "outstanding" and Yardville National Bank was rated...

  • Page 13
    ... Savings banks, • Savings and loan associations, • Credit unions, • Treasury management service companies, • Insurance companies, and • Issuers of commercial paper and other securities, including mutual funds. Our various non-bank businesses engaged in investment banking and private equity...

  • Page 14
    ... Avenue, Pittsburgh, Pennsylvania 15222-2707. Copies will be provided without charge to shareholders. Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "PNC." Our Chairman and Chief Executive Officer submitted the required annual CEO's Certification regarding the...

  • Page 15
    ... Reserve is to regulate the national supply of bank credit and market interest rates. The actions of the Federal Reserve influence the rates of interest that we charge on loans and that we pay on borrowings and interest-bearing deposits and can also affect the value of our on-balance sheet and off...

  • Page 16
    ... We grow our business in part by acquiring from time to time other financial services companies, and these acquisitions present us with a number of risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into PNC after closing...

  • Page 17
    ... of New York by order dated February 9, 2006. Pursuant to Adelphia's plan of reorganization, this lawsuit will be prosecuted by a contingent value vehicle, known as the Adelphia Recovery Trust. In October 2007, the Adelphia Recovery Trust filed an amended complaint in this lawsuit, adding defendants...

  • Page 18
    ... by Data Treasury Corporation against PNC and PNC Bank, N.A., as well as more than 50 other financial institutions, vendors, and other companies, claiming that the defendants are infringing, and inducing or contributing to the infringement of, the plaintiff's patents, which allegedly involve check...

  • Page 19
    ... and Guarantees in the Notes To Consolidated Financial Statements in Item 8 of this Report for additional information regarding the Visa indemnification and our obligation to provide indemnification to current and former officers, directors, employees and agents of PNC and companies we have acquired...

  • Page 20
    ... the New York Stock Exchange and is traded under the symbol "PNC." At the close of business on February 15, 2008, there were 49,566 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...

  • Page 21
    ... data Total shares purchased as part of publicly announced programs (b) 145 145 Comparison of Cumulative Five Year Total Return 250 200 150 Dollars 100 50 PNC 0 Dec02 S&P 500 Index Dec03 Dec04 S&P 500 Banks Dec05 Dec06 Peer Group Dec07 Base Period Assumes $100 investment at Close of Market...

  • Page 22
    ...Notes To Consolidated Financial Statements in Item 8 of this Report for information on significant recent and planned business acquisitions and divestitures. For information regarding certain business risks, see Item 1A Risk Factors and the Risk Management section of Item 7 of this Report. Also, see...

  • Page 23
    ... FUND ASSETS SERVICED (in billions) Accounting/administration net assets Custody assets SELECTED RATIOS Net interest margin Noninterest income to total revenue Efficiency Return on Average common shareholders' equity Average assets Loans to deposits Dividend payout Tier 1 risk-based capital...

  • Page 24
    ...many of our products and services nationally and others in our primary geographic markets located in Pennsylvania, New Jersey, Washington, DC, Maryland, Virginia, Ohio, Kentucky and Delaware. We also provide certain global fund processing services internationally. KEY STRATEGIC GOALS Our strategy to...

  • Page 25
    ... credit losses. Market-related declines in commercial mortgage- backed securities ("CMBS") securitization activities and non-customer-related trading revenue resulted in a year-overyear reduction in noninterest income. BALANCE SHEET HIGHLIGHTS Total assets were $138.9 billion at December 31, 2007...

  • Page 26
    ... charges related to our third quarter 2006 balance sheet repositioning activities and BlackRock/MLIM integration costs. Further information regarding the BlackRock/MLIM transaction is included in Note 2 Acquisitions and Divestitures included in the Notes To Consolidated Financial Statements in Item...

  • Page 27
    ... and related yields, interest-bearing liabilities and related rates paid, and noninterest-bearing sources of funding. See Statistical Information - Analysis of Year-To-Year Changes In Net Interest Income and Average Consolidated Balance Sheet and Net Interest Analysis in Item 8 of this Report for...

  • Page 28
    ... the Mercantile acquisition. We refer you to the Retail Banking section of the Business Segments Review section of this Item 7 for further discussion of assets under management. Fund servicing fees declined $58 million in 2007, to $835 million, compared with $893 million in the prior year. Amounts...

  • Page 29
    ... credit products to commercial customers, Corporate & Institutional Banking offers other services, including treasury management and capital markets-related products and services, commercial loan servicing and insurance products that are marketed by several businesses across PNC. Treasury management...

  • Page 30
    CONSOLIDATED BALANCE SHEET REVIEW SUMMARIZED BALANCE SHEET DATA December 31 - in millions 2007 2006 Details Of Loans December 31 - in millions 2007 2006 Assets Loans, net of unearned income Securities available for sale Loans held for sale Equity investments Goodwill and other intangible assets ...

  • Page 31
    ... our adoption of FSP FAS 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction." 26 December 31, 2007 SECURITIES AVAILABLE FOR SALE Debt securities Residential mortgage-backed Commercial mortgage-backed...

  • Page 32
    ... income line item in our Consolidated Income Statement and in the results of the Corporate & Institutional Banking business segment. In early 2008, spreads have been widening and there has been limited activity in the CMBS securitization market. We value our commercial mortgage loans held for sale...

  • Page 33
    ... Deposits Money market Demand Retail certificates of deposit Savings Other time Time deposits in foreign offices Total deposits Borrowed funds Federal funds purchased Repurchase agreements Federal Home Loan Bank borrowing Bank notes and senior debt Subordinated debt Other Total borrowed funds Total...

  • Page 34
    ... capital ratio requirements. See the Supervision And Regulation section of Item 1 of this Report and Note 22 Regulatory Matters in the Notes To Consolidated 29 December 31, 2007 Market Street Collateralized debt obligations Partnership interests in low income housing projects Total December...

  • Page 35
    ... of Market Street Funding LLC Weighted Average Remaining Maturity In Years In millions Outstanding Commitments December 31, 2007 (a) Trade receivables Automobile financing Collateralized loan obligations Credit cards Residential mortgage Other Cash and miscellaneous receivables Total December...

  • Page 36
    ...new expected loss note investors and changes to programlevel credit enhancement providers), terms of expected loss notes, and new types of risks (such as foreign currency or interest rate) in Market Street as reconsideration events. PNC reviews the activities of Market Street on at least a quarterly...

  • Page 37
    ... in mortgages and mortgage-related assets previously owned by PNC REIT Corp. In March 2007, PNC Preferred Funding LLC sold $500 million of 6.113% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities of PNC Preferred Funding Trust II ("Trust II"), in a private placement...

  • Page 38
    ... equity capital securities during the next succeeding dividend period, other than: (i) purchases, redemptions or other acquisitions of shares of capital stock of PNC in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers...

  • Page 39
    ..., BlackRock/MLIM transaction and acquisition integration costs, asset and liability management activities, net securities gains or losses, certain trading activities and equity management activities, differences between business segment performance reporting and financial statement reporting...

  • Page 40
    ... the BlackRock/MLIM transaction. (g) "Other" average assets are comprised primarily of securities available for sale and residential mortgage loans associated with asset and liability management activities. The average total balance increased in 2007 compared with 2006 primarily due to acquisitions...

  • Page 41
    ...sheet (d) Small business sweep checking Total managed deposits Brokerage statistics: Margin loans Financial consultants (e) Full service brokerage offices Brokerage account assets (billions) Other statistics: Gains on sales of education loans (f) Full-time employees Part-time employees ATMs Branches...

  • Page 42
    ...the following: • The acquisitions, • Comparatively favorable equity markets, • Increased brokerage revenue and volumes, • Increased volume-related consumer fees, • Increased third party loan servicing activities, • New PNC-branded credit card product, and • Customer growth. In the past...

  • Page 43
    ... customer-facing employees rather than full-time employees during peak business hours. Growing core checking deposits as a lower-cost funding source and as the cornerstone product to build customer relationships is the primary objective of our deposit strategy. Furthermore, core checking accounts...

  • Page 44
    ... assets Loans held for sale Other assets Total assets Deposits Noninterest-bearing demand Money market Other Total deposits Other liabilities Capital Total funds PERFORMANCE RATIOS Return on average capital Noninterest income to total revenue Efficiency COMMERCIAL MORTGAGE SERVICING PORTFOLIO...

  • Page 45
    ... billion in 2007 compared with 2006. The increase in corporate money market deposits reflected PNC's action to avail itself of the opportunity to obtain funding from alternative sources. Growth in noninterest-bearing deposits was attributable primarily to our commercial mortgage servicing portfolio...

  • Page 46
    ...billion at that date. As such, an additional $5.3 billion of pretax value was not recognized in our equity investment account at that date. On October 1, 2007, BlackRock acquired the fund of funds business of Quellos Group, LLC ("Quellos"). The combined fund of funds platform operates under the name...

  • Page 47
    ... Debt financing Other liabilities Shareholder's equity Total funds PERFORMANCE RATIOS Return on average equity Operating margin (c) SERVICING STATISTICS (at December 31) Accounting/administration net fund assets (in billions) (d) Domestic Offshore Total Asset type (in billions) Money market Equity...

  • Page 48
    ...the Notes To Consolidated Financial Statements, and Allocation Of Allowance For Loan And Lease Losses in the Statistical Information (Unaudited) section. Private Equity Asset Valuation At December 31, 2007, private equity investments carried at estimated fair value totaled $561 million compared with...

  • Page 49
    ... trading activities including foreign exchange. We also earn fees and commissions from issuing loan commitments, standby letters of credit and financial guarantees, selling various insurance products, providing treasury management services and participating in certain capital markets transactions...

  • Page 50
    ... Notes To Consolidated Financial Statements in Item 8 of this Report for additional information on the following recent accounting pronouncements that are relevant to our business, including a description of each new pronouncement, the required date of adoption, our planned date of adoption, and the...

  • Page 51
    ..., historical performance is also addressed. OVERVIEW As a financial services organization, we take a certain amount of risk in every business decision. For example, every time we open an account or approve a loan for a customer, process a payment, hire a new employee, or implement a new computer...

  • Page 52
    ... on actions to address key risk issues as identified in these reports. CREDIT RISK MANAGEMENT Credit risk represents the possibility that a customer, counterparty or issuer may not perform in accordance with contractual terms. Credit risk is inherent in the financial services business and results...

  • Page 53
    ... allocations. We make consumer (including residential mortgage) loan allocations at a total portfolio level by consumer product line based on historical loss experience. We compute a fourquarter average loss rate from net charge-offs for the prior four quarters as a percentage of the average loans...

  • Page 54
    ...of our loan exposures. For credit protection, we use only traditional credit derivative instruments and do not purchase instruments such as "total return swaps." We also sell loss protection to mitigate the net premium cost and the impact of mark-to-market accounting on the CDS in cases where we buy...

  • Page 55
    ... to meet short-term liquidity requirements. These borrowings are secured by securities and commercial loans. PNC Bank, N.A. is also a member of the Federal Home Loan Bank ("FHLB")-Pittsburgh and as such has access to advances from FHLB-Pittsburgh secured generally by residential mortgage loans. At...

  • Page 56
    ... of dividends to PNC shareholders, share repurchases, debt service, the funding of non-bank affiliates, and acquisitions. Parent company liquidity guidelines are designed to help ensure that sufficient liquidity is available to meet these requirements over the succeeding 12-month period. In managing...

  • Page 57
    ... standby letters of credit that support remarketing programs for customers' variable rate demand notes. (c) Includes private equity funding commitments related to equity management, low income housing projects and other investments. MARKET RISK MANAGEMENT OVERVIEW Market risk is the risk of a loss...

  • Page 58
    ... funding base and balance sheet flexibility to adjust, where appropriate, to changing interest rates and market conditions. MARKET RISK MANAGEMENT - TRADING RISK Our trading activities primarily include customer-driven trading in fixed income securities, equities, derivatives, and foreign exchange...

  • Page 59
    ... and Finance provide independent oversight of the valuation process. Various PNC business units manage our private equity and other investment activities. Our businesses are responsible for making investment decisions within the approved policy limits and associated guidelines. BlackRock PNC owns...

  • Page 60
    ...be realized from these investments. See Private Equity Asset Valuation in the Critical Accounting Policies And Judgments section of this Item 7 for additional information. At December 31, 2007, private equity investments carried at estimated fair value totaled $561 million compared with $463 million...

  • Page 61
    ...for equity and interest rate contracts were due to the changes in fair values of the existing contracts along with new contracts entered into during 2007. (d) Relates to PNC's obligation to help fund certain BlackRock LTIP programs. Additional information regarding the BlackRock/MLIM transaction and...

  • Page 62
    ...management Commercial mortgage banking risk management Pay fixed interest rate swaps (a) Total commercial mortgage banking risk management Total accounting hedges (c) Free-Standing Derivatives Customer-related Interest rate Swaps (d) Caps/floors Sold (d) Purchased Futures (d) Foreign exchange Equity...

  • Page 63
    ... of ownership in BlackRock from PNC Bank, N.A. to our intermediate bank holding company, PNC Bancorp, Inc.; • Implementation costs totaling $35 million after-tax, or $.12 per diluted share, related to the One PNC initiative; • The $34 million after-tax benefit of a second quarter 2005 loan...

  • Page 64
    ...of our ownership in BlackRock to our intermediate bank holding company. This transaction reduced our first quarter 2005 tax provision by $45 million, or $.16 per diluted share. CONSOLIDATED BALANCE SHEET REVIEW Loans Loans increased $1.0 billion, or 2%, as of December 31, 2006 compared with December...

  • Page 65
    ... of higher money market and certificates of deposit balances. In addition to growth in retail deposit balances, growth in deposits from commercial 60 mortgage loan servicing activities also contributed to the increase compared with the prior year-end. The decline in borrowed funds compared with the...

  • Page 66
    ...equity is +1.5 years, the economic value of equity declines by 1.5% for each 100 basis point increase in interest rates. Earning assets - Assets that generate income, which include: federal funds sold; resale agreements; other short-term investments, including trading securities; loans held for sale...

  • Page 67
    ...based capital ratio - Tier 1 risk-based capital divided by period-end risk-weighted assets. Total fund assets serviced - Total domestic and offshore fund investment assets for which we provide related processing services. We do not include these assets on our Consolidated Balance Sheet. Total return...

  • Page 68
    ... to help fund certain BlackRock long-term incentive plan ("LTIP") programs, as our LTIP liability is adjusted quarterly ("marked-to-market") based on changes in BlackRock's common stock price and the number of remaining committed shares, and we recognize gain or loss on such shares at such times as...

  • Page 69
    ... set forth in the Risk Management section of Item 7 of this Report. • • • • We grow our business from time to time by acquiring other financial services companies, including our pending Sterling Financial Corporation acquisition. Acquisitions in general present us with risks in addition...

  • Page 70
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 71
    ... Fund servicing Service charges on deposits Brokerage Consumer services Corporate services Equity management gains Net securities losses Trading Net gains (losses) related to BlackRock Other Total noninterest income Noninterest Expense Compensation Employee benefits Net occupancy Equipment Marketing...

  • Page 72
    CONSOLIDATED BALANCE SHEET THE PNC FINANCIAL SERVICES GROUP, INC. In millions, except par value December 31 2007 2006 Assets Cash and due from banks Federal funds sold and resale agreements Other short-term investments, including trading securities Loans held for sale Securities available for sale ...

  • Page 73
    ... Cash dividends declared - common Net effect of adopting FSP FAS 13-2 Treasury stock issued for acquisitions Treasury stock activity - all other Tax benefit of stock option plans Stock options granted Effect of BlackRock equity transactions Restricted stock/unit and incentive/performance unit share...

  • Page 74
    ... used by investing activities Financing Activities Net change in Noninterest-bearing deposits Interest-bearing deposits Federal funds purchased Repurchase agreements Federal Home Loan Bank short-term borrowings Other short-term borrowed funds Sales/issuances Bank notes and senior debt Subordinated...

  • Page 75
    ... Retail banking, • Corporate and institutional banking, • Asset management, and • Global fund processing services. We provide many of our products and services nationally and others in our primary geographic markets located in Pennsylvania, New Jersey, Washington, DC, Maryland, Virginia, Ohio...

  • Page 76
    ...Issuing loan commitments, standby letters of credit and financial guarantees, • Selling various insurance products, • Providing treasury management services, • Providing merger and acquisition advisory and related services, and • Participating in certain capital markets transactions. Revenue...

  • Page 77
    ... applied to direct investments. We generally value limited partnership investments based on the financial statements we receive from the general partner. We include all private equity investments on the Consolidated Balance Sheet in the caption equity investments. Changes in the fair value of these...

  • Page 78
    ... at the date of sale. We generally estimate fair value based on the present 73 value of future expected cash flows using assumptions as to discount rates, interest rates, prepayment speeds, credit losses and servicing costs, if applicable. Gains or losses on loan sales transactions are reported in...

  • Page 79
    ... home equity installment loans and lines of credit, 74 are classified as nonaccrual at 12 months past due. These loans are considered well secured if the fair market value of the property, less 15% to cover potential foreclosure expenses, is greater than or equal to the principal balance including...

  • Page 80
    ... in the provision for credit losses. COMMERCIAL MORTGAGE SERVICING RIGHTS We provide servicing under various commercial, loan servicing contracts. These contracts are either purchased in the open market or retained as part of a commercial mortgage loan securitization or loan sale. Prior to January...

  • Page 81
    ... asset and liability risk management process to manage interest rate, market and credit risk inherent in our business activities. We use substantially all such instruments to manage risk related to changes in interest rates. Interest rate and total return swaps, interest rate caps and floors and...

  • Page 82
    ... loans whereby the interest rate on the loan is set prior to funding (interest rate lock commitments). We also enter into commitments to purchase or sell commercial mortgage loans. Both interest rate lock commitments and commitments to buy or sell mortgage loans are accounted for as free-standing...

  • Page 83
    ...statements of a parent company of an investment company or an equity method investor in an 78 Net income Add: Stock-based employee compensation expense included in reported net income, net of related tax effects Deduct: Total stock-based employee compensation expense determined under the fair value...

  • Page 84
    ...' equity section of the balance sheet. This guidance also required the recognition of any unrecognized actuarial gains and losses and unrecognized prior service costs to AOCI, net of tax. SFAS 158 was effective for PNC as of December 31, 2006, with no restatement for prior year-end reporting periods...

  • Page 85
    ... business strategy as it currently serves six of the 10 largest broker/dealers and provides market data to more than 40 of the leading asset management and fund companies. Yardville National Bancorp On October 26, 2007 we acquired Hamilton, New Jerseybased Yardville. Yardville shareholders received...

  • Page 86
    ...Co. On October 11, 2005, we acquired Harris Williams & Co., one of the nation's largest firms focused on providing mergers and acquisitions advisory and related services to middle market companies, including private equity firms and private and public companies. NOTE 3 VARIABLE INTEREST ENTITIES We...

  • Page 87
    PNC Bank, N.A. provides certain administrative services, a portion of the program-level credit enhancement and 99% of liquidity facilities to Market Street in exchange for fees negotiated based on market rates. PNC recognized program administrator fees and commitments fees related to PNC's portion ...

  • Page 88
    ...113% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities of PNC Preferred Funding Trust II ("Trust II") in a private placement. In connection with the private placement, Trust II acquired $500 million of LLC Preferred Securities. PNC REIT Corp. owns 100% of the LLC's common...

  • Page 89
    ... Losses Fair Value December 31, 2007 SECURITIES AVAILABLE FOR SALE Debt securities U.S. Treasury and government agencies Residential mortgage-backed Commercial mortgage-backed Asset-backed State and municipal Other debt Total debt securities Corporate stocks and other Total securities available...

  • Page 90
    ... unrealized losses reported for commercial mortgagebacked securities relate primarily to fixed rate securities. The $112 million unrealized losses associated with asset-backed securities relate primarily to securities collateralized by home equity, automobile and credit card loans. The majority...

  • Page 91
    .... The fair value of securities accepted as collateral that we are permitted by contract or custom to sell or repledge was $2.3 billion at December 31, 2007 and $1.4 billion at December 31, 2006 and is a component of federal funds sold and resale agreements on our Consolidated Balance Sheet. Of...

  • Page 92
    ... gains from sales of commercial mortgages of $39 million in 2007, $55 million in 2006 and $61 million in 2005. Gains on sales of education loans totaled $24 million in 2007, $33 million in 2006 and $19 million in 2005. Loans held for sale are reported separately on the Consolidated Balance Sheet and...

  • Page 93
    ..., and therefore cash requirements are substantially less than the total commitment. Consumer home equity lines of credit accounted for 80% of consumer unfunded credit commitments. Unfunded credit commitments related to Market Street totaled $8.8 billion at December 31, 2007 and $5.6 billion at...

  • Page 94
    ... lower of cost or market value related to the Mercantile and Yardville acquisitions of $25 million at December 31, 2007. Changes in the allowance for loan and lease losses were as follows: In millions 2007 2006 2005 Changes in the allowance for unfunded loan commitments and letters of credit were...

  • Page 95
    ... in 2007, 2006 or 2005. The fair value of our reporting units is determined by using discounted cash flow and market comparability methodologies. 90 Customer-related and other intangibles Gross carrying amount Accumulated amortization Net carrying amount Mortgage and other loan servicing rights...

  • Page 96
    ... Balance at December 31 NOTE 10 DEPOSITS We owned an interest-only strip related to education loans totaling $59 million at December 31, 2006. This strip was retained from the sales of education loans to a third party trust prior to 2003. Loans that were held by the trust supporting the value...

  • Page 97
    ... acquired in October 2007 as part of the Yardville acquisition. All of these Trusts are wholly owned finance subsidiaries of PNC. In the event of certain changes or amendments to regulatory requirements or federal tax rules, the capital securities are redeemable in whole. The financial statements...

  • Page 98
    ... shares of PNC common stock on the open market or in privately negotiated transactions. The 2007 program will remain in effect until fully utilized or until modified, superseded or terminated. During 2007, we purchased 11 million common shares at a total cost of approximately $800 million under...

  • Page 99
    ... rate and total return swaps, interest rate caps, floors and futures derivative contracts to hedge designated commercial mortgage loans held for sale, bank notes, Federal Home Loan Bank borrowings, senior debt and subordinated debt for changes in fair value primarily due to changes in interest rates...

  • Page 100
    ... to buy or sell, mortgage loans that we intend to sell are considered free-standing derivatives. Our interest rate exposure on certain commercial mortgage interest rate lock commitments is economically hedged with pay-fixed interest rate swaps and forward sales agreements. These contracts mitigate...

  • Page 101
    ...and short-term assets Securities Loans held for sale Net loans (excludes leases) Other assets Mortgage and other loan servicing rights Financial derivatives Fair value hedges Cash flow hedges Free-standing derivatives Liabilities Demand, savings and money market deposits Time deposits Borrowed funds...

  • Page 102
    ... net cash flows incorporating assumptions about prepayment rates, credit losses, servicing fees and costs. For revolving home equity loans, this fair value does not include any amount for new loans or the related fees that will be generated from the existing customer relationships. In the case of...

  • Page 103
    ... employees. Benefits are derived from a cash balance formula based on compensation levels, age and length of service. Pension contributions are based on an actuarially determined amount necessary to fund total benefits payable to plan participants. We use a measurement date of December 31 for plan...

  • Page 104
    ... the Investment Policy Statement. Other investment managers may invest in eligible securities outside of their assigned asset category to meet their investment objectives. The actual percentage of the fair value of total plan assets held as of December 31, 2007 for equity securities, fixed income...

  • Page 105
    .../or strategies. Derivatives are typically employed by investment managers to modify risk/ return characteristics of their portfolio(s), implement asset allocation changes in a cost-effective manner, or reduce transaction costs. Under the managers' investment guidelines, derivatives may not be used...

  • Page 106
    ...are matched 100%, subject to Code limitations. The plan is a 401(k) plan and includes an employee stock ownership ("ESOP") feature. Employee contributions are invested in a number of investment options available under the plan, including a PNC common stock fund and several BlackRock mutual funds, at...

  • Page 107
    ... in cash and include employer basic and transitional contributions. Employee-directed contributions are invested in a number of investment options available under the plan, including a PNC common stock fund and several BlackRock mutual funds, at the direction of the employee. Effective November 22...

  • Page 108
    ... of market value in 2007, 2006 or 2005. Shares of common stock available during the next year for the granting of options and other awards under the Incentive Plans were 40,116,726 at December 31, 2007. Total shares of PNC common stock authorized for future issuance under equity compensation plans...

  • Page 109
    ...cash. Total compensation expense recognized related to these incentive awards during 2007 and 2006 was approximately $1 million in each year. EMPLOYEE STOCK PURCHASE PLAN Our ESPP has approximately 1.3 million shares available for issuance. Full-time employees with six months and part-time employees...

  • Page 110
    ..., related to the BlackRock LTIP awards. Significant components of deferred tax assets and liabilities are as follows: December 31 - in millions 2007 2006 Deferred tax assets Allowance for loan and lease losses Net unrealized securities losses Compensation and benefits Other Total deferred...

  • Page 111
    ... through the IRS appeals division. The Internal Revenue Service is currently examining our 2004 through 2006 consolidated federal income tax returns. The states of New York, New Jersey and Maryland (following our acquisition of Mercantile) and New York City are principally where we are subject...

  • Page 112
    ... are subject to the regulations of certain federal and state agencies and undergo periodic examinations by such regulatory authorities. The access to and cost of funding new business initiatives including acquisitions, the ability to pay dividends, the level of deposit insurance costs, and the level...

  • Page 113
    ... from PNC Bank, N.A., which may be impacted by the following: • Capital needs, • Laws and regulations, • Corporate policies, • Contractual restrictions, and • Other factors. Also, there are statutory and regulatory limitations on the ability of national banks to pay dividends or make other...

  • Page 114
    ...Safe Deposit & Trust Company (now PNC Bank) as trustee of the AFL-CIO Building Investment Trust, a collective trust fund that invests pension plan assets in commercial real estate assets, the United States Department of Labor has identified the possibility that Mercantile collected unauthorized fees...

  • Page 115
    ... under the equity method. This transaction did not have a material impact on our consolidated results of operations. On May 24, 2007, we entered into a joint venture with Vornado Realty Trust to construct a new headquarters building for the Washington, DC market. The joint venture closed on February...

  • Page 116
    ... relating to providing various servicing and processing functions to third parties, • Agreements relating to the creation of trusts or other legal entities to facilitate leasing transactions, commercial mortgage-backed securities transactions (loan securitizations) and certain other off-balance...

  • Page 117
    ... the IPO or settlement of all of the specified litigation. RECOURSE AGREEMENT WITH FEDERAL NATIONAL MORTGAGE ASSOCIATION In connection with our July 2007 acquisition of ARCS, we are authorized to originate, underwrite, close and service 112 commercial mortgage loans and then sell them to Fannie...

  • Page 118
    ... is as follows: Income Statement Year ended December 31 - in millions 2007 2006 2005 OPERATING REVENUE Dividends from: Bank subsidiaries and bank holding company Non-bank subsidiaries Commercial paper and all other debt issued by PNC Funding Corp, a wholly owned finance subsidiary, is fully and...

  • Page 119
    ... reportable business, such as gains or losses related to BlackRock transactions including LTIP share distributions and obligations, acquisition integration costs, asset and liability management activities, related net securities gains or losses, certain trading activities and equity management...

  • Page 120
    ... management, disbursement services, funds transfer services, information reporting, and global trade services. Capital markets-related products and services include foreign exchange, derivatives, loan syndications, mergers and acquisitions advisory and related services to middle-market companies...

  • Page 121
    ...Of Businesses Year ended December 31 In millions Retail Banking Corporate & Institutional Banking BlackRock PFPC Other Intercompany Eliminations Consolidated 2007 INCOME STATEMENT Net interest income (expense) Noninterest income Total revenue Provision for (recoveries of) credit losses Depreciation...

  • Page 122
    ...) THE PNC FINANCIAL SERVICES GROUP, INC. SELECTED QUARTERLY FINANCIAL DATA 2007 Dollars in millions, except per share data Fourth Third Second First Fourth 2006 Third Second First Summary Of Operations Interest income Interest expense Net interest income Provision for credit losses Noninterest...

  • Page 123
    ...Interest-bearing deposits Money market Demand Savings Retail certificates of deposit Other time Time deposits in foreign offices Total interest-bearing deposits Borrowed funds Federal funds purchased Repurchase agreements Federal Home Loan Bank borrowings Bank notes and senior debt Subordinated debt...

  • Page 124
    ... Other debt Corporate stocks and other Total securities available for sale Loans, net of unearned income Commercial Commercial real estate Lease financing Consumer Residential mortgage Other Total loans, net of unearned income Loans held for sale Federal funds sold and resale agreements Other Total...

  • Page 125
    ... related to Market Street, which was deconsolidated effective October 17, 2005. NONPERFORMING ASSETS AND RELATED INFORMATION December 31 - dollars in millions 2007 2006 2005 2004 2003 Nonaccrual loans Commercial Lease financing Commercial real estate Consumer Residential mortgage Total nonaccrual...

  • Page 126
    ... Recoveries Commercial (a) Commercial real estate Consumer Residential mortgage Lease financing Total recoveries Net charge-offs (a) Provision for credit losses Acquisitions Net change in allowance for unfunded loan commitments and letters of credit Allowance for loan and lease losses at end of year...

  • Page 127
    ... commercial loans to a fixed rate as part of risk management strategies. TIME DEPOSITS OF $100,000 OR MORE Time deposits in foreign offices totaled $7.4 billion at December 31, 2007, substantially all of which are in denominations of $100,000 or more. COMMON STOCK PRICES/DIVIDENDS DECLARED...

  • Page 128
    ... our consolidated financial statements as of and for the year ended December 31, 2007 included in this Report, has issued a report on the effectiveness of PNC's internal control over 123 9B - OTHER INFORMATION None. PART III 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM Certain...

  • Page 129
    .... 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 11 - EXECUTIVE COMPENSATION The information required by this item is included under the captions "Director Compensation for Fiscal 2007," "Corporate Governance at PNC - Compensation Committee...

  • Page 130
    ... for the impact of changes in tax law, extraordinary items, discontinued operations, acquisition and merger integration costs, and for the impact of PNC's obligation to fund certain BlackRock long-term incentive programs. Although the size of awards under the plan is dollar-denominated, payment may...

  • Page 131
    ...Audited consolidated financial statements of BlackRock, Inc. ("BlackRock") for the years ended December 31, 2007 and December 31, 2006 are incorporated herein by reference to Item 15(a)(1) of BlackRock's 2007 Annual Report on Form 10-K (Commission File Number 001-33099). EXHIBITS Our exhibits listed...

  • Page 132
    ... duly authorized. THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant) By: /s/ Richard J. Johnson Richard J. Johnson Chief Financial Officer February 29, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 133
    ... of PNC Bank, National Association Global Bank Note for Incorporated herein by reference to Exhibit 4.12 of Floating Rate Global Subordinated Bank Note with Maturity the Corporation's 3rd Quarter 2004 Form 10-Q of more than Nine Months from Date of Issuance Exchange Agreement, dated March 29, 2007...

  • Page 134
    ...Corporation's 3rd Quarter 2005 trustee Form 10-Q* Trust Agreement between PNC Investment Corp., as settlor, and Incorporated herein by reference to Exhibit 10.34 PNC Bank, National Association, as trustee of the Corporation's 3rd Quarter 2005 Form 10-Q* The Corporation's Employee Stock Purchase Plan...

  • Page 135
    ... under 2006 Incentive Award Plan 2006 forms of employee incentive performance unit and senior officer change in control severance agreements 10.23 10.24 10.25 2007 forms of employee stock option and restricted stock agreements 2006-2007 forms of employee incentive performance units agreements 10...

  • Page 136
    ...among BlackRock, Inc., New Boise, Inc. and the February 22, 2006 Form 8-K Corporation PNC Bank, National Association US $20,000,000,000 Global Incorporated herein by reference to Exhibit 10.29 Bank Note Program for the Issue of Senior and Subordinated of the Corporation's 3rd Quarter 2004 Bank Notes...

  • Page 137
    ... of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Filed herewith Certification of Chief Financial Officer pursuant to 18 U.S.C. Filed herewith Section 1350 Form of Order of the Securities and Exchange Commission Instituting Public Administrative Procedures Pursuant...

  • Page 138
    EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, James E. Rohr, certify that: 1. I have reviewed this report on Form 10-K for the year ended December 31, 2007 of The PNC Financial Services Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material ...

  • Page 139
    EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Richard J. Johnson, certify that: 1. I have reviewed this report on Form 10-K for the year ended December 31, 2007 of The PNC Financial Services Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a ...

  • Page 140
    ...with the Annual Report on Form 10-K for the year ended December 31, 2007 of The PNC Financial Services Group, Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, James E. Rohr, Chairman and Chief Executive Officer of the Corporation, hereby certify...

  • Page 141
    ... with the Annual Report on Form 10-K for the year ended December 31, 2007 of The PNC Financial Services Group, Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, Richard J. Johnson, Chief Financial Officer of the Corporation, hereby certify...