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The Pnc Financial Services Group, Inc 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, 2004 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 Avenue 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 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No __ The aggregate market value of the registrant’s outstanding voting common stock held by nonaffiliates on June 30, 2004, determined using the per share closing price on that date on the New York Stock Exchange of $53.08, was approximately $14.9 billion. There is no non- voting common equity of the registrant outstanding. Number of shares of registrant's common stock outstanding at February 28, 2005: 282,985,715 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 26, 2005 ("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 businesses engaged in regional community banking, wholesale banking, wealth management, asset management, and global Page PART I fund processing services. We operate directly and through Item 1 Business. 2 Item 2 Properties. 8 numerous subsidiaries, providing many of our products and Item 3 Legal Proceedings. 8 services nationally and others in our primary geographic markets Item 4 Submission of Matters to a Vote of Security in Pennsylvania, New Jersey, Delaware, Ohio and Kentucky. We Holders. 10 also provide certain asset management and global fund Executive Officers of the Registrant 10 processing services internationally. At December 31, 2004, our Directors of the Registrant 11 consolidated total assets, deposits and shareholders' equity were $79.7 billion, $53.3 billion and $7.5 billion, respectively. PART II Item 5 Market for Registrant's Common Equity, Related We were incorporated under the laws of the Commonwealth of Stockholder Matters and Issuer Purchases of 12 Pennsylvania in 1983 with the consolidation of Pittsburgh Equity Securities. National Corporation and Provident National Corporation. Since Item 6 Selected Financial Data. 13 Item 7 Management's Discussion and Analysis of 1983, we have diversified our geographical presence, business Financial Condition and Results of Operations. 15 mix and product capabilities through internal growth and Item 7A Quantitative and Qualitative Disclosures About strategic bank and non-bank acquisitions and the formation of Market Risk. 62 various non-banking subsidiaries. Item 8 Financial Statements and Supplementary Data. 63 We include information on significant recent acquisitions and a Item 9 Changes in and Disagreements With Accountants pending acquisition in Note 3 Acquisitions and Note 31 on Accounting and Financial Disclosure. 115 Item 9A Controls and Procedures. 115 Subsequent Events and include information on divestitures in Item 9B Other Information. 116 Note 6 Discontinued Operations of the Notes To Consolidated Financial Statements in Item 8 of this Report and here by PART III reference. Item 10 Directors and Executive Officers of the 116 Registrant. Item 11 Executive Compensation. 117 REVIEW OF LINES OF BUSINESS In addition to the following Item 12 Security Ownership of Certain Beneficial Owners information relating to our lines of business, we incorporate and Management and Related Stockholder information under the captions Line of Business Highlights, Matters. 117 Product Revenue, Cross-border Leases and Related Tax Matters, Item 13 Certain Relationships and Related Transactions. 118 Vehicle and Aircraft Leasing Businesses and Review of Item 14 Principal Accounting Fees and Services. 118 Businesses in Item 7 of this Report here by reference. Also, we include financial and other information by business in Note 25 PART IV Item 15 Exhibits, Financial Statement Schedules. 118 Segment Reporting of the Notes To Consolidated Financial Statements in Item 8 of this Report here by reference. SIGNATURES 119 We operate five major businesses engaged in providing banking, EXHIBIT INDEX E-1 asset management and global fund processing products and services. Banking businesses include regional community PART I banking, wholesale banking and wealth management. Assets, revenue and earnings attributable t o foreign activities were not Forward -Looking Statements: From time to time The PNC material in the periods presented. Financial Services Group, Inc. (“PNC” or “Corporation”) has made and may continue to make written or oral forward-looking statements regarding our outlook or expectations for earnings, REGIONAL COMMUNITY BANKING revenues, expenses, capital levels, asset quality or other future Regional Community Banking provides deposit, lending, and financial or business performance, strategies or expectations, cash management services, and investment services through or the impact of legal, regulatory or supervisory matters on our PNC Investments, LLC, to approximately 2.2 million consumer business operations or performance. This Annual Report on and small business customers within PNC’s primary geographic Form 10-K (“Report” or “Form 10-K”) also includes forward - footprint. looking statements. With respect to all such forward-looking statements, you should review our Cautionary Statement Our goal is to generate sustainable revenue growth by Regarding Forward-Look ing Information included in Item 7 of consistently increasing our customer base. We seek additional this Report. revenue growth by attempting to sell additional products and services to these customers. ITEM 1 – BUSINESS In addition, we are focused on optimizing our network of branches by opening stand-alone and in-store branches in BUSINESS OVERVIEW We are one of the largest diversified attractive sites while consolidating or selling branches with less financial services companies in the United States, operating opportunity for growth. 2 We completed our acquisition of United National Bancorp, Inc. The ability of BlackRock to grow assets under management is (“United National”) on January 1, 2004. United National the key driver of increases in revenue, earnings and, shareholders received an aggregate of approximately $321 ultimately, shareholder value. BlackRock’s strategies for million in cash and 6.6 million shares of our common stock growth in assets under management include a focus on valued at $360 million. As a result of the acquisition, we added achieving client investment performance objectives while $3.7 billion of assets (including $.6 billion of goodwill), $2.3 maintaining stringent risk controls and providing best in class billion of deposits, $1.0 billion of borrowed funds and $.4 client service. The business dedicates significant resources to billion of shareholders’ equity to our Average Consolidated attracting and retaining talented professionals and to the Balance Sheet for the quarter ended March 31, 2004. ongoing enhancement of its investment technology and operating capabilities to deliver on its strategy. WHOLESALE BANKING Wholesale Banking provides lending, treasury management, BlackRock is approximately 71% owned by PNC and is capital markets-related products and services, and commercial consolidated into PNC’s financial statements. Accordingly, loan servicing to mid-sized corporations, government entities approximately 29% of BlackRock’s earnings are recognized as and selectively to large corporations.
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