UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER 1-9718
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
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(State or other jurisdiction) (I.R.S. Employer Identification No.)
of incorporation or organization
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
Registrant's telephone number, including area code - (412) 762-2000
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Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange
Title of Each Class on Which Registered
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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:
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$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
By filing this Amendment No. 2 on Form 10-K/A, the registrant hereby amends Part
IV, Item 15 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
of the Annual Report on Form 10-K for the year ended December 31, 2002 filed by
the registrant on March 13, 2003 as amended by Amendment No. 1 on Form 10-K/A
filed by the registrant on May 15, 2003, for the purpose of replacing the report
of the registrant's former independent auditors and refiling the consents filed
as Exhibits 23.1 and 23.2 to said annual report.
By this Amendment No. 2, the registrant replaces said Part IV, Item 15 with the
following:
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS The following report of independent auditors and
consolidated financial information of the Corporation included in the
Corporation's Annual Report to Shareholders for 2002 ("Annual Report to
Shareholders") are incorporated herein by reference.
Pages of
Annual
Report to
Financial Statements Shareholders
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Report of Deloitte & Touche LLP, Independent Auditors 67
Consolidated Statement Of Income for the three years ended
December 31, 2002 68
Consolidated Balance Sheet as of December 31, 2002
and 2001 69
Consolidated Statement Of Shareholders' Equity for the
three years ended December 31, 2002 70
Consolidated Statement Of Cash Flows for the three years
ended December 31, 2002 71
Notes To Consolidated Financial Statements 72-107
Selected Quarterly Financial Data 108
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No financial statement schedules are being filed.
The report of the Corporation's former independent auditors follows:
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
Shareholders and Board of Directors
The PNC Financial Services Group, Inc.
We have audited the accompanying consolidated balance sheet of The PNC Financial
Services Group, Inc. and subsidiaries as of December 31, 2001, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the two years in the period ended December 31, 2001. These financial
statements are the responsibility of The PNC Financial Services Group, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The PNC
Financial Services Group, Inc. and subsidiaries at December 31, 2001, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
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Pittsburgh, Pennsylvania
March 1, 2002
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REPORTS ON FORM 8-K The following reports on Form 8-K were filed during the
quarter ended December 31, 2002.
On November 14, 2002, the Corporation filed a Form 8-K which included
information under Item 9 Regulation FD Disclosure related to certifications of
the Corporation's Chairman and Chief Executive Officer and Vice Chairman and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. Conformed copies of such
certifications were filed as Exhibits with this Form 8-K filing.
On December 19, 2002, the Corporation filed a Form 8-K which included
information under Item 5 Other Events and Regulation FD Disclosure related to a
news release regarding notification from the Federal Reserve Bank of Cleveland
that the Corporation was in full compliance with the financial holding company
and financial subsidiary requirements under the Gramm-Leach-Bliley Act. A copy
of the news release was filed as an Exhibit with this Form 8-K filing.
EXHIBITS The following exhibit index lists the exhibits filed with the
Corporation's annual report on Form 10-K.
EXHIBIT INDEX
Exhibit
No. Description Method of Filing +
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3.1 Articles of Incorporation of the Corporation, as amended Incorporated herein by reference to Exhibit
and restated as of April 24, 2001. 3.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2001.
3.2 By-Laws of the Corporation, as amended and restated. Incorporated herein by reference to Exhibit
3.2 of the Corporation's Annual Report on
Form 10-K for the year ended December 31,
2002 as filed on March 13, 2003 ("2002 Form
10-K").
4.1 There are no instruments with respect to long-term debt
of the Corporation and its subsidiaries that involve
securities authorized under the instrument in an
amount exceeding 10 percent of the total assets of
the Corporation and its subsidiaries on a
consolidated basis. The Corporation agrees to
provide the SEC with a copy of instruments defining
the rights of holders of long-term debt of the
Corporation and its subsidiaries on request.
4.2 Terms of $1.80 Cumulative Convertible Preferred Stock, Incorporated herein by reference to Exhibit
Series A. 3.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2001.
4.3 Terms of $1.80 Cumulative Convertible Preferred Stock, Incorporated herein by reference to Exhibit
Series B. 3.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2001.
4.4 Terms of $1.60 Cumulative Convertible Preferred Stock, Incorporated herein by reference to Exhibit
Series C. 3.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2001.
4.5 Terms of $1.80 Cumulative Convertible Preferred Stock, Incorporated herein by reference to Exhibit
Series D. 3.1 of the Corporation's Quarterly Report on
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Form 10-Q for the quarter ended March 31,
2001.
4.6 Terms of Series G Junior Participating Preferred Stock. Incorporated herein by reference to Exhibit
3.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2001.
4.7 Rights Agreement between the Corporation and The Chase Incorporated herein by reference to Exhibit 1
Manhattan Bank dated May 15, 2000. to the Corporation's Report on Form 8-A
filed May 23, 2000.
4.8 First Amendment to Rights Agreement between the Incorporated herein by reference to Exhibit
Corporation, The Chase Manhattan Bank, and 4.8 of the 2002 Form 10-K.
Computershare Investor Services, LLC dated
January 1, 2003.
10.1 The Corporation's Supplemental Executive Retirement Incorporated herein by reference to Exhibit
Plan, as amended. 10.1 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30,
2002.*
10.2 The Corporation's ERISA Excess Pension Plan, as amended Incorporated herein by reference to Exhibit
as of January 1, 1999. 10.2 of the Corporation's Annual Report on
Form 10-K for the year ended December 31,
1999 ("1999 Form 10-K").*
10.3 The Corporation's Key Executive Equity Program, as Incorporated herein by reference to Exhibit
amended. 10.3 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30,
2002.*
10.4 The Corporation's Supplemental Incentive Savings Plan, Incorporated herein by reference to Exhibit
as amended as of January 1, 1999. 10.4 of the Corporation's 1999 Form 10-K.*
10.5 The Corporation's 1997 Long-Term Incentive Award Plan, Incorporated herein by reference to Exhibit
as amended. 10.5 of the 2002 Form 10-K.*
10.6 The Corporation's 1996 Executive Incentive Award Plan, Incorporated herein by reference to Exhibit
as amended. 10.6 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30,
2001.*
10.7 PNC Bank Corp. and Affiliates Deferred Compensation Incorporated herein by reference to Exhibit
Plan, as amended and restated. 10.7 of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31,
2002.*
10.8 Form of Change in Control Severance Agreement. Incorporated herein by reference to Exhibit
10.17 of the Corporation's Annual Report on
Form 10-K for the year ended December 31,
1996 ("1996 Form 10-K").*
10.9 Forms of Amendment to Change in Control Severance Incorporated herein by reference to Exhibit
Agreements. 10.9 of the Corporation's Annual Report on
Form 10-K for the year ended December 31,
2000.*
10.10 Forms of Second Amendment to Change in Control Severance Incorporated herein by reference to Exhibit
Agreements. 10.15 of the Corporation's Quarterly Report
4
on Form 10-Q for the quarter ended September
30, 2001.*
10.11 1992 Director Share Incentive Plan. Incorporated herein by reference to Exhibit
10.13 of the Corporation's 1999 Form 10-K.*
10.12 The Corporation's Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 of
the Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30,
1996.*
10.13 The Corporation's Outside Directors Deferred Stock Unit Incorporated herein by reference to Exhibit
Plan. 10.15 of the Corporation's 1999 Form 10-K.*
10.14 Trust Agreement between PNC Investment Corp., as Incorporated herein by reference to Exhibit
settlor, and Hershey Trust Company, as trustee. 10.14 of the 2002 Form 10-K.*
10.15 Employment Agreement between the Corporation and Joseph Incorporated herein by reference to Exhibit
J. Whiteside. 10.15 of the 2002 Form 10-K.*
10.16 The Corporation's Incentive Savings Plan, as amended as Incorporated herein by reference to Exhibit
of January 1, 2001. 10.16 of the 2002 Form 10-K.
10.17 First Amendment to the Corporation's Incentive Savings Incorporated herein by reference to Exhibit
Plan. 10.17 of the 2002 Form 10-K.
10.18 Second Amendment to the Corporation's Incentive Savings Incorporated herein by reference to Exhibit
Plan. 10.18 of the 2002 Form 10-K.
10.19 The Corporation's Employee Stock Purchase Plan, as Incorporated herein by reference to Exhibit 99
amended. of the Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001.
10.20 BlackRock, Inc. 2002 Long Term Retention and Incentive Incorporated by reference to BlackRock, Inc.'s
Plan. Quarterly Report on Form 10-Q (Commission
File No. 001-15305) for the quarter ended
September 30, 2002 ("BlackRock Third Quarter
2002 Form 10-Q").
10.21 Share Surrender Agreement, dated October 10, 2002, among Incorporated by reference to the BlackRock
BlackRock, Inc., PNC Asset Management, Inc., and The Third Quarter 2002 Form 10-Q.
PNC Financial Services Group, Inc.
10.22 Initial Public Offering Agreement, dated September 30, Incorporated by reference to BlackRock, Inc.'s
1999, among BlackRock, Inc., The PNC Financial Registration Statement on Form S-1
Services Group, Inc., formerly PNC Bank Corp., and (Registration No. 333-78367), as amended,
PNC Asset Management, Inc. originally filed with the SEC on May 13, 1999.
10.23 Amendment No. 1 to the Initial Public Offering Incorporated by reference to the BlackRock
Agreement, dated October 10, 2002, among The PNC Third Quarter 2002 Form 10-Q.
Financial Services Group, Inc., PNC Asset
Management, Inc. and BlackRock, Inc.
10.24 Amended and Restated Stockholders Agreement, dated Incorporated by reference to BlackRock, Inc.'s
September 30, 1999, by and among BlackRock, Inc., Registration Statement on Form S-1
PNC Asset Management, Inc. and certain employees of (Registration No. 333-78367), as amended,
BlackRock, Inc. and its affiliates. originally filed with the SEC on May 13,
5
1999.
10.25 Amendment No. 1 to the Amended and Restated Stockholders Incorporated by reference to the BlackRock
Agreement, dated October 10, 2002, by and among Third Quarter 2002 Form 10-Q.
BlackRock, Inc., PNC Asset Management, Inc. and
certain employees of BlackRock, Inc. and its
affiliates.
12.1 Computation of Ratio of Earnings to Fixed Charges. Incorporated herein by reference to Exhibit
12.1 of the 2002 Form 10-K.
12.2 Computation of Ratio of Earnings to Fixed Charges and Incorporated herein by reference to Exhibit
Preferred Dividends. 12.2 of the 2002 Form 10-K.
13 Excerpts from the Corporation's Annual Report to Incorporated herein by reference to Exhibit 13
Shareholders for the year ended December 31, 2002. of the 2002 Form 10-K.
Such Annual Report, except for the portions thereof
that are expressly incorporated by reference herein,
is furnished for information of the SEC only and is
not deemed to be "filed" as part of this Form 10-K.
21 Schedule of Certain Subsidiaries of the Corporation. Incorporated herein by reference to Exhibit 21
of the 2002 Form 10-K.
23.1 Consent of Deloitte & Touche LLP, independent auditors Filed herewith.
for the Corporation.
23.2 Consent of Ernst & Young LLP, former independent Filed herewith.
auditors for the Corporation.
24 Powers of Attorney. Incorporated herein by reference to Exhibit 24
of the 2002 Form 10-K.
31.1 Certification of Chairman and Chief Executive Officer Filed herewith.
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification of Vice Chairman and Chief Financial Filed herewith.
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.1 Agreement between The PNC Financial Services Group, Inc. Incorporated herein by reference to Exhibit
and Federal Reserve Bank of Cleveland. 99.1 of the Corporation's Current Report on
Form 8-K dated July 18, 2002.
99.2 Form of Agreement between PNC Bank, National Association Incorporated herein by reference to Exhibit
and Office of the Comptroller of the Currency. 99.2 of the Corporation's Current Report on
Form 8-K dated July 18, 2002.
99.3 Form of Order of the Securities and Exchange Commission Incorporated herein by reference to Exhibit
Instituting Public Administrative Proceedings 99.3 of the Corporation's Current Report on
Pursuant to Section 8A of the Securities Act of 1933 Form 8-K dated July 18, 2002.
and 21C of the Securities Exchange Act of 1934,
Making Findings and Imposing Cease-and-Desist Order.
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+ Incorporated document references to filings by the Corporation are to SEC
File No. 1-9718. Incorporated document references to filings by BlackRock,
Inc. are to SEC File No. 001-15305.
* Denotes management contract or compensatory plan.
Copies of these Exhibits may be obtained electronically at the SEC's home page
at www.sec.gov or from the public reference section of the SEC, at prescribed
rates, at 450 Fifth Street NW, Washington, D.C. 20544. Copies may also be
obtained by any shareholder, without charge, upon written request addressed to
Computershare Investor Services, Post Office Box 3504, Chicago, Illinois
60690-3504, by calling (800) 982-7652 or via e-mail at
web.queries@computershare.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 2 on Form 10-K/A to the
registrant's Annual Report on Form 10-K for the year ended December 31, 2002, as
amended by Amendment No. 1 on Form 10-K/A, to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)
By: /s/ William S. Demchak
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William S. Demchak
Vice Chairman and
Chief Financial Officer
October 23, 2003
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