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The Pnc Financial Services Group, Inc

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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, 2003 Commission file number 1-9718 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. __ 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, 2003, determined using the per share closing price on that date on the New York Stock Exchange of $48.81, was approximately $13.6 billion. There is no non- voting common equity of the registrant outstanding. Number of shares of registrant's common stock outstanding at February 27, 2004: 282,862,121 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 27, 2004 ("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 finance and asset-based lending; wealth management; asset management; and global fund processing services. The Page PART I Corporation operates directly and through numerous Item 1 Business 2 subsidiaries, providing certain products and services nationally Item 2 Properties 9 Item 3 Legal Proceedings 9 and others in PNC’s primary geographic markets in Item 4 Submission of Matters to a Vote of Security Pennsylvania, New Jersey, Delaware, Ohio and Kentucky. The Holders 11 Corporation also provides certain banking, asset management Executive Officers of the Registrant 11 and global fund processing services internationally. At Directors of the Registrant 12 December 31, 2003, the Corporation's consolidated total assets, deposits and shareholders' equity were $68.2 billion, $45.2 PART II billion and $6.6 billion, respectively. Item 5 Market for Registrant's Common Equity and Related Stockholder Matters 12 PNC was incorporated under the laws of the Commonwealth of Item 6 Selected Financial Data 13 Pennsylvania in 1983 with the consolidation of Pittsburgh Item 7 Management's Discussion and Analysis of National Corporation and Provident National Corporation. Since Financial Condition and Results of Operations 15 1983, PNC has diversified its geographical presence, business Item 7A Quantitative and Qualitative Disclosures About mix and product capabilities through internal growth and Market Risk 66 strategic bank and non-bank acquisitions and the formation of Item 8 Financial Statements and Supplementary Data 67 various non-banking subsidiaries. Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 117 Item 9A Controls and Procedures 117 Information on certain acquisitions is included in Note 3 Acquisitions and information on divestitures is included in Note PART III 6 Discontinued Operations of the Notes to Consolidated Item 10 Directors and Executive Officers of the Registrant 117 Financial Statements included in Item 8 of this Report and is Item 11 Executive Compensation 117 incorporated herein by reference. Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder REVIEW OF LINES OF BUSINESS In addition to the following Matters 117 information relating to the Corporation’s lines of business, Item 13 Certain Relationships and Related Transactions 118 information is set forth under the captions Line of Business Item 14 Principal Accounting Fees and Services 118 Highlights and Review of Businesses included in Item 7 of this Report and is incorporated herein by reference. Also, financial PART IV and other information by line of business is included in Note 27 Item 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K 118 Segment Reporting of the Notes To Consolidated Financial Statements included in Item 8 of this Report and is incorporated SIGNATURES 120 herein by reference. EXHIBIT INDEX E-1 REGIONAL COMMUNITY BANKING Regional Community Banking provides deposit, lending, cash PART I management and investment services to two million consumer and small business customers within PNC’s primary geographic Forward-Looking Statements: From time to time The PNC footprint. Financial Services Group, Inc. (“PNC” or “Corporation”) has The goal of Regional Community Banking is to generate made and may continue to make written or oral forward-looking sustainable revenue growth by consistently increasing its base of statements with respect to the Corporation’s outlook or satisfied and loyal customers. The Corporation’s strategy is to expectations for earnings, revenues, expenses, capital levels, drive revenue growth by building a base of checking account asset quality or other future financial or business performance, relationships which provide fee revenue and a low-cost funding strategies or expectations, or the impact of legal, regulatory or source for loans and investments. PNC seeks to generate supervisory matters on the Corporation’s business operations additional revenue growth by expanding relationships with these or performance. This Annual Report on Form 10-K (“Report” customers through cross-selling of other products and services. or “Form 10-K”) also includes forward-looking statements. With respect to all such forward-looking statements, see Consistent with this strategy, on January 1, 2004 the Corporation Cautionary Statement Regarding Forward-Looking Information acquired United National Bancorp (“United National”). United in Item 7 of this Report. National was a bank holding company with over $3 billion in assets. A subsidiary of United National, UnitedTrust Bank, ITEM 1 – BUSINESS provides a full range of commercial and retail banking services through 45 branches in New Jersey and seven branches in Pennsylvania. With this acquisition, PNC increased its customer BUSINESS OVERVIEW The Corporation is one of the largest base by more than 100,000 households and businesses. The diversified financial services companies in the United States, acquisition was completed through the merger of United operating businesses engaged in regional community banking; National with and into PNC Bancorp, Inc., a wholly owned wholesale banking, including corporate banking, real estate subsidiary of the Corporation. United National shareholders 2 received an aggregate of approximately $321 million in cash and seller asset-backed commercial paper conduit. Effective July 1, 6.6 million shares of PNC common stock valued at $360 million, 2003, PNC consolidated Market Street into its financial for an aggregate of $681 million. The transaction resulted in the statements in connection with the Corporation’s adoption of addition of approximately $3 billion of assets and $2.3 billion of FASB Interpretation No. 46 (Revised 2003), “Consolidation of deposits and the recognition of goodwill estimated to exceed Variable Interest Entities” (“FIN 46R”). The consolidation of $550 million in the first quarter of 2004. See Cautionary Market Street had no impact on 2003 earnings for Corporate Statement Regarding Forward-Looking Information in Item 7 of Banking. See the Off-Balance Sheet Arrangements section of this Report and Note 3 Acquisitions in the Notes to Consolidated Item 7 of this Report and Note 2 Variable Interest Entities of Financial Statements under Item 8 of this Report for further the Notes to Consolidated Financial Statements in Item 8 of information. this Report for further information. Also, in August 2003, PNC Bank, National Association (“PNC Corporate Banking operates primarily within PNC’s principal Bank, N.A.”) announced an alliance with The Stop & Shop geographical markets. Supermarket Company to become the exclusive bank in all new Stop & Shop stores located in New Jersey and expects to place WHOLESALE BANKING – PNC REAL ESTATE FINANCE 40 branches in Stop & Shop’s new and existing New Jersey PNC Real Estate Finance specializes in financial solutions for stores over the next four years. the acquisition, development, permanent financing and operation of commercial real estate nationally.
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