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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2005 Commission file number 001-09718 THE PNC FINANCIAL SERVICES GROUP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 25-1435979 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One PNC Plaza 249 Fifth Ave nue Pittsburgh, Pennsylvania 15222-2707 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code - (412) 762-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, par value $5.00 New York Stock Exchange $1.60 Cumulative Convertible Preferred Stock-Series C, par value $1.00 New York Stock Exchange $1.80 Cumulative Convertible Preferred Stock-Series D, par value $1.00 New York Stock Exchange Series G Junior Participating Preferred Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: $1.80 Cumulative Convertible Preferred Stock - Series A, par value $1.00 $1.80 Cumulative Convertible Preferred Stock - Series B, par value $1.00 8.25% Convertible Subordinated Debentures Due 2008 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No__ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes__ No X Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer X Accelerated filer ___ Non-accelerated filer ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes__No X The aggregate market value of the registrant’s outstanding voting common stock held by nonaffiliates on June 30, 2005, determined using the per share closing price on that date on the New York Stock Exchange of $54.46, was approximately $15.7 billion. There is no non-voting common equity of the registrant outstanding. Number of shares of registrant's common stock outstanding at February 28, 2006: 294,852,255 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement of The PNC Financial Services Group, Inc. to be filed pursuant to Regulation 14A for the annual meeting of shareholders to be held on April 25, 2006 ("Proxy Statement") are incorporated by reference into Part III of this Form 10-K. The incorporation by reference herein of portions of the Proxy Statement shall not be deemed to specifically incorporate by reference the information referred to in Items 306(c), 306(d) and 402(a)(8) and (9) of Regulation S-K. TABLE OF CONTENTS ITEM 1 – BUSINESS PART I Page Item 1 Business. 2 BUSINESS OVERVIEW We are one of the largest diversified Item 1A Risk Factors. 8 financial services companies in the United States, operating Item 1B Unresolved Staff Comments. 11 businesses engaged in retail banking, corporate and institutional Item 2 Properties. 11 banking, asset management, and global fund processing services. Item 3 Legal Proceedings. 12 We operate directly and through numerous subsidiaries, Item 4 Submission of Matters to a Vote of Security providing many of our products and services nationally and Holders. 14 others in our primary geographic markets in Pennsylvania, New Executive Officers of the Registrant 15 Directors of the Registrant 15 Jersey, Delaware, Ohio, Kentucky and the greater Washington, D.C. area. We also provide certain asset management and global fund processing services internationally. At December 31, 2005, PART II Item 5 Market for Registrant's Common Equity, Related our consolidated total assets, deposits and shareholders' equity Stockholder Matters and Issuer Purchases of were $92.0 billion, $60.3 billion and $8.6 billion, respectively. Equity Securities. 16 Item 6 Selected Financial Data. 17 We were incorp orated under the laws of the Commonwealth of Item 7 Management's Discussion and Analysis of Pennsylvania in 1983 with the consolidation of Pittsburgh Financial Condition and Results of Operations. 19 National Corporation and Provident National Corporation. Since Item 7A Quantitative and Qualitative Disclosures About 1983, we have diversified our geographical presence, business Market Risk. 63 mix and product capabilities through internal growth and Item 8 Financial Statements and Supplementary Data. 64 Item 9 Changes in and Disagreements With Accountants strategic bank and non-bank acquisitions and the formation of on Accounting and Financial Disclosure. 119 various non-banking subsidiaries. Item 9A Controls and Procedures. 119 Item 9B Other Information. 120 We include information on significant recent acquisitions and a planned transaction in Note 2 Acquisitions and Note 26 PART III Subsequent Event in the Notes To Consolidated Financial Item 10 Directors and Executive Officers of the Statements in Item 8 of this Report and here by reference. Registrant. 120 Item 11 Executive Compensation. 121 Item 12 Security Ownership of Certain Beneficial Owners REVIEW OF LINES OF BUSINESS In addition to the following and Management and Related Stockholder information relating to our lines of business, we incorporate Matters. 121 information under the captions Line of Business Highlights, Item 13 Certain Relationships and Related Transactions. 122 Product Revenue, Cross-Border Leases and Related Tax and Item 14 Principal Accounting Fees and Services. 122 Accounting Matters, Aircraft and Vehicle Leasing Businesses, and Business Segments Review in Item 7 of this Report here by PART IV reference. Also, we include financial and other information by Item 15 Exhibits, Financial Statement Schedules. 122 business in Note 21 Segment Reporting in the Notes To Consolidated Financial Statements in Item 8 of this Report here SIGNATURES 123 by reference. EXHIBIT INDEX E-1 We operate four major businesses engaged in providing banking, asset management and global fund processing products and PART I services. Assets, revenue and earnings attributable to foreign Forward -Looking Statements: From time to time The PNC activities were not material in the periods presented. Financial Services Group, Inc. (“PNC” or “Corporation”) has made and may continue to make written or oral forward-looking During the third quarter of 2005 we reorganized our banking statements regarding our outlook or expectations for earnings, businesses into two units, Retail Banking and Corporate & revenues, expenses, capital levels, asset quality or other future Institutional Banking, aligning our reporting with our client base and with the organizational changes we made in financial or business performance, strategies or expectations, connection with our One PNC initiative. The Retail Banking or the impact of legal, regulatory or supervisory matters on our business segment comprises consumer and small business business operations or performance. This Annual Report on customers. The Corporate & Institutional Banking business Form 10-K (“Report” or “Form 10-K”) also includes forward - segment includes middle market and corporate customers. looking statements. With respect to all such forward-looking Amounts previously reported under several of our former statements, you should review our Risk Factors discussion in business segments (Regional Community Banking, PNC Item 1A and our Cautionary Statement Regarding Forward - Advisors and Wholesale Banking) have been reclassified to Looking Information included in Item 7 of this Report. reflect this new reporting structure. Intercompany eliminations and other adjustments made to combine Regional Community Banking and PNC Advisors for prior periods were not significant. Our Current Reports on Form 8-K dated September 30, 2005 and December 28, 2005 contain additional information regarding this new reporting structure. 2 RETAIL BANKING BLACKROCK Retail Banking provides deposit, lending, brokerage, trust, BlackRock, Inc. (“BlackRock”) is one of the largest publicly investment management and cash management services to traded investment management firms in the United States, approximately 2.5 million consumer and small business with approximately $453 billion of assets under management customers within our primary geographic area. at December 31, 2005. BlackRock provides diversified investment management services to institutional and Our goal is to generate sustainable revenue growth by individual investors worldwide through a variety of fixed consistently increasing our customer base. We seek additional