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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

 

{x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

or

 

{    } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934

For the transition period from             to            

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)

(412) 762-2000

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer X Accelerated filer      Non-accelerated filer     Smaller reporting company     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No X

As of April 30, 2008, there were 345,849,293 shares of the registrant’s common stock ($5 par value) outstanding.


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The PNC Financial Services Group, Inc.

Cross-Reference Index to First Quarter 2008 Form 10-Q

 

PART I – FINANCIAL INFORMATION    Pages

Item 1.     Financial Statements (Unaudited).

   41-71

Consolidated Income Statement

   41

Consolidated Balance Sheet

   42

Consolidated Statement Of Cash Flows

   43

Notes To Consolidated Financial Statements (Unaudited)

  

Note 1     Accounting Policies

   44

Note 2     Acquisitions And Divestitures

   51

Note 3     Variable Interest Entities

   51

Note 4     Securities

   54

Note 5     Asset Quality

   55

Note 6     Fair Value

   56

Note 7     Goodwill And Other Intangible Assets

   59

Note 8     Capital Securities Of Subsidiary Trusts

   60

Note 9     Certain Employee Benefit And Stock-Based Compensation Plans

   60

Note 10   Financial Derivatives

   62

Note 11   Earnings Per Share

   64

Note 12   Shareholders’ Equity And Other Comprehensive Income

   65

Note 13   Summarized Financial Information of BlackRock

   66

Note 14   Legal Proceedings

   66

Note 15   Commitments And Guarantees

   67

Note 16   Segment Reporting

   69
  

Statistical Information (Unaudited)

  

Average Consolidated Balance Sheet And Net Interest Analysis

   72-73

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

   1-40

Financial Review

  

Consolidated Financial Highlights

   1-2

Executive Summary

   3

Consolidated Income Statement Review

   6

Consolidated Balance Sheet Review

   9

Off-Balance Sheet Arrangements And Variable Interest Entities

   13

Fair Value Measurements And Fair Value Option

   16

Business Segments Review

   19

Critical Accounting Policies And Judgments

   27

Status Of Qualified Defined Benefit Pension Plan

   27

Risk Management

   28

Internal Controls And Disclosure Controls And Procedures

   37

Glossary Of Terms

   37

Cautionary Statement Regarding Forward-Looking Information

   39

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

   28-36

Item 4.     Controls and Procedures.

   37

PART II – OTHER INFORMATION

  

Item 1.     Legal Proceedings.

   74

Item 1A.  Risk Factors.

   74

Item 2.     Unregistered Sales Of Equity Securities And Use Of Proceeds.

   74

Item 4.     Submission Of Matters To A Vote Of Security Holders

   74

Item 6.     Exhibits.

   75

Exhibit Index.

   75

Signature

   75

Corporate Information

   76

 


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FINANCIAL REVIEW

CONSOLIDATED FINANCIAL HIGHLIGHTS

THE PNC FINANCIAL SERVICES GROUP, INC.

 

Dollars in millions, except per share data  

Three months ended

March 31

 
Unaudited       2008              2007      

FINANCIAL PERFORMANCE (a)

      

Revenue

      

Net interest income, taxable-equivalent basis (b)

  $ 863      $ 629  

Noninterest income

    967        991  

Total revenue

  $ 1,830      $ 1,620  

Noninterest expense

  $ 1,042      $ 944  

Net income

  $ 377      $ 459  

Per common share

      

Diluted earnings

  $ 1.09      $ 1.46  

Cash dividends declared

  $ .63      $ .55  

SELECTED RATIOS

      

Net interest margin

    3.09 %      2.95 %

Noninterest income to total revenue (c)

    53        61  

Efficiency (d)

    57        58  

Return on

      

Average tangible common shareholders’ equity

    25.98 %      26.63 %

Average common shareholders’ equity

    10.62        15.59  

Average assets

    1.08        1.73  

See page 37 for a glossary of certain terms used in this Report.

(a) The Executive Summary and Consolidated Income Statement Review portions of the Financial Review section of this Report provide information regarding items impacting the comparability of the periods presented.
(b) The interest income earned on certain assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of yields and margins for all earning assets, we also provide revenue on a taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under GAAP in the Consolidated Income Statement.

The following is a reconciliation of net interest income as reported in the Consolidated Income Statement to net interest income on a taxable-equivalent basis (in millions):

 

    Three months ended
March 31
         2008              2007    

Net interest income, GAAP basis

  $ 854      $ 623

Taxable-equivalent adjustment

    9        6

Net interest income, taxable-equivalent basis

  $ 863      $ 629

 

(c) Calculated as noninterest income divided by the sum of net interest income (GAAP basis) and noninterest income.
(d) Calculated as noninterest expense divided by the sum of net interest income (GAAP basis) and noninterest income.

 

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Unaudited   March 31
2008
    December 31
2007
           March 31    
2007
 

BALANCE SHEET DATA (dollars in millions, except per share data)

          

Assets

  $ 139,991     $ 138,920        $ 122,563  

Loans, net of unearned income

    70,802       68,319          62,925  

Allowance for loan and lease losses

    865       830          690  

Securities available for sale

    28,581       30,225          26,475  

Loans held for sale

    2,516       3,927          2,382  

Goodwill and other intangibles

    9,349       9,551          8,668  

Equity investments

    6,187       6,045          5,408  

Deposits

    80,410       82,696          77,367  

Borrowed funds

    32,779       30,931          20,456  

Shareholders’ equity

    14,423       14,854          14,739  

Common shareholders’ equity

    14,416       14,847          14,732  

Book value per common share

    42.26       43.60          42.63  

Common shares outstanding (millions)

    341       341          346  

Loans to deposits

    88 %     83 %        81 %
 

ASSETS ADMINISTERED (billions)

          

Managed

  $ 65     $ 73        $ 76  

Nondiscretionary

    111       113          111  
 

FUND ASSETS SERVICED (billions)

          

Accounting/administration net assets

  $ 1,000     $ 990        $ 822  

Custody assets

    476       500          435  
 
CAPITAL RATIOS           

Tier 1 risk-based (a)

    7.7 %     6.8 %        8.6 %

Total risk-based (a)

    11.4       10.3          12.2  

Leverage (a)

    6.8       6.2          8.7  

Tangible common equity

    4.7       4.7          5.8  

Common shareholders’ equity to assets

    10.3       10.7          12.0  
 
ASSET QUALITY RATIOS           

Nonperforming loans to total loans

    .77 %     .64 %        .28 %

Nonperforming assets to total loans and foreclosed assets

    .83       .70          .32  

Nonperforming assets to total assets

    .42       .34          .17  

Net charge-offs to average loans

    .57       .49          .27  

Allowance for loan and lease losses to loans

    1.22       1.21          1.10  

Allowance for loan and lease losses to nonperforming loans

    159       190          388  
(a) The regulatory minimums are 4.0% for Tier 1, 8.0% for Total, and 4.0% for Leverage ratios. The well-capitalized levels are 6.0% for Tier 1, 10.0% for Total, and 5.0% for Leverage ratios.

 

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FINANCIAL REVIEW

THE PNC FINANCIAL SERVICES GROUP, INC.

This Financial Review should be read together with our unaudited Consolidated Financial Statements and unaudited Statistical Information included elsewhere in this Report and with Items 6, 7, 8 and 9A of our 2007 Annual Report on Form 10-K (“2007 Form 10-K”). We have reclassified certain prior period amounts to conform with the current period presentation. For information regarding certain business and regulatory risks, see the Risk Management section in this Financial Review and Items 1A and 7 of our 2007 Form 10-K and Item 1A included in Part II of this Report. Also, see the Cautionary Statement Regarding Forward-Looking Information and Critical Accounting Policies And Judgments sections in this Financial Review for certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and those anticipated in the forward-looking statements included in this Report. See Note 16 Segment Reporting in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report for a reconciliation of total business segment earnings to total PNC consolidated net income as reported on a generally accepted accounting principles (“GAAP”) basis.

 

EXECUTIVE SUMMARY

THE PNC FINANCIAL SERVICES GROUP, INC.

PNC is one of the largest diversified financial services companies in the United States based on assets, with businesses engaged in 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, Kentucky and Delaware. We also provide certain fund processing services internationally.

KEY STRATEGIC GOALS

Our strategy to enhance shareholder value centers on driving positive operating leverage by achieving growth in revenue from our diverse business mix that exceeds growth in expenses as a result of disciplined cost management. In each of our business segments, the primary drivers of revenue growth are the acquisition, expansion and retention of customer relationships. We strive to expand our customer base by offering convenient banking options and leading technology systems, providing a broad range of fee-based products and services, focusing on customer service, and through a significantly enhanced branding initiative. We may also grow revenue through appropriate and targeted acquisitions and, in certain businesses, by expanding into new geographical markets.

A volatile and significantly challenging financial market environment began in 2007 and has continued into 2008, and has been accompanied by uncertain prospects for the overall national economy. We are focused on our strategies for growth. We remain committed to maintaining a moderate risk profile characterized by disciplined credit management and limited exposure to earnings volatility resulting from interest rate fluctuations and the shape of the interest rate yield curve. Our actions have created a well-positioned and strong balance sheet, ample liquidity and investment flexibility to adjust, where appropriate, to changing interest rates and market conditions. We continue to be disciplined in investing capital in our businesses while returning a portion to shareholders through dividends and share repurchases when appropriate.

 

ACQUISITION AND DIVESTITURE ACTIVITY

On March 31, 2008, we sold J.J.B. Hilliard, W.L. Lyons, LLC (“Hilliard Lyons”), a Louisville, Kentucky-based wholly-owned subsidiary of PNC and a full-service brokerage and financial services provider, to Houchens Industries, Inc. We recognized an after-tax gain of $23 million in the first quarter of 2008 in connection with this divestiture.

On April 4, 2008, we acquired Lancaster, Pennsylvania-based Sterling Financial Corporation (“Sterling”) for approximately 4.6 million shares of PNC common stock and $224 million in cash. Sterling is a banking and financial services company with approximately $3.2 billion in assets, $2.7 billion in deposits, and 67 branches in south-central Pennsylvania, northern Maryland and northern Delaware.

KEY FACTORS AFFECTING FINANCIAL PERFORMANCE

Our financial performance is substantially affected by several external factors outside of our control, including:

   

General economic conditions,

   

The level of, and direction, timing and magnitude of movement in interest rates, and the shape of the interest rate yield curve,

   

The functioning and other performance of, and availability of liquidity in, the capital and other financial markets,

   

Loan demand, utilization of credit commitments and standby letters of credit, and asset quality,

   

Customer demand for other products and services,

   

Movement of customer deposits from lower to higher rate accounts or to investment alternatives, and

   

The impact of market credit spreads on asset valuations.

Starting in the middle of 2007, and continuing at present, there has been significant turmoil and volatility in worldwide financial markets, accompanied by uncertain prospects for the overall national economy. Our performance for the remainder of 2008 will be impacted by developments in these areas. In addition, our success in 2008 will depend, among other things, upon:

   

Further success in the acquisition, growth and retention of customers,


 

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The successful integration of our recent acquisitions,

   

Continued development of the Mercantile franchise, including full deployment of our product offerings,

   

Revenue growth,

   

A sustained focus on expense management and creating positive operating leverage,

   

Maintaining solid overall asset quality,

   

Prudent risk and capital management, and

   

Actions we take within the capital and other financial markets.

SUMMARY FINANCIAL RESULTS

 

     Three months ended  
      March 31,
2008
    March 31,
2007
 

Net income (millions)

   $ 377     $ 459  

Diluted earnings per share

   $ 1.09     $ 1.46  

Return on

      

Average tangible common shareholders’ equity

     25.98 %     26.63 %

Average common shareholders’ equity

     10.62 %     15.59 %

Average assets

     1.08 %     1.73 %

The decline in earnings for the first quarter of 2008 compared with the first quarter of 2007 reflected a higher provision for credit losses in 2008, partially offset by an increase in operating leverage as the increase in net interest income exceeded the decline in noninterest income and increase in noninterest expense. Our Consolidated Income Statement Review section of this Financial Review describes in greater detail the various items that impacted our results for the first quarter of 2008 and 2007.

Highlights of the first quarter of 2008 included the following:

   

We continued to grow revenue while controlling noninterest expense, creating positive operating leverage. Revenue growth of 13% exceeded noninterest expense growth of 10% in the year-over-year comparison.

   

Net interest income on a taxable-equivalent basis grew 37% in the first quarter of 2008 compared with the first quarter of 2007. The net interest margin improved to 3.09% compared with 2.95% in the first quarter of 2007. Noninterest income declined 2% compared with the first quarter of 2007 as several increases in fee income were more than offset by valuation and trading losses.

   

Average loans for the first quarter increased 28% over first quarter 2007, while average deposits increased 17% in the comparison.

   

Overall asset quality remained solid despite the impact of the challenging credit environment. The allowance for loan and lease losses was 1.22% of total loans at March 31, 2008 and 1.21% at December 31, 2007.

   

PNC maintained a strong liquidity position and continued to be well capitalized, building the Tier 1 risk-based capital ratio to 7.7% at March 31, 2008 compared with 6.8% at December 31, 2007. In April 2008, we announced a 5% increase of the cash dividend on common stock to 66 cents per share in recognition of the current market environment and reflecting confidence in our ability to grow earnings.

BALANCE SHEET HIGHLIGHTS

Total assets were $140.0 billion at March 31, 2008 compared with $138.9 billion at December 31, 2007. Total average assets were $140.6 billion for the first three months of 2008 compared with $107.4 billion for the first three months of 2007. This increase reflected a $26.1 billion increase in average interest-earning assets and a $7.1 billion increase in average noninterest-earning assets. An increase of $15.3 billion in loans and a $6.6 billion increase in securities available for sale were the primary factors for the increase in average interest-earning assets.

The increase in average noninterest-earning assets for the first quarter of 2008 reflected an increase in average goodwill of $3.6 billion primarily related to the acquisition of Mercantile on March 2, 2007 and Yardville on October 26, 2007.

The impact of the Mercantile and Yardville acquisitions is also reflected in our year-over-year increases in average total loans, average securities available for sale and average total deposits described further below.

Average total loans were $69.3 billion for the first three months of 2008 and $54.1 billion in the first three months of 2007. The increase in average total loans included growth in commercial loans of $7.7 billion and growth in commercial real estate loans of $3.5 billion. Loans represented 62% of average interest-earning assets for the first three months of 2008 and 63% for the first three months of 2007.

Average securities available for sale totaled $30.0 billion for the first quarter of 2008 and $23.4 billion for the first quarter of 2007. Average residential and commercial mortgage-backed securities increased $5.5 billion on a combined basis in the comparison. Securities available for sale comprised 27% of average interest-earning assets for both the first three months of 2008 and 2007.

Average total deposits were $81.6 billion for the first three months of 2008, an increase of $11.9 billion over the first three months of 2007. Average deposits grew from the prior year period primarily as a result of increases in money market accounts, time deposits in foreign offices, other time deposits, and demand and other noninterest-bearing deposits.

Average total deposits represented 58% of average total assets for the first three months of 2008 and 65% for the first three months of 2007. Average transaction deposits were $52.5 billion for the first quarter of 2008 compared with $47.0 billion for the first quarter of 2007.


 

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Average borrowed funds were $32.1 billion for the first three months of 2008 and $16.8 billion for the first three months of 2007. Increases of $8.2 billion in Federal Home Loan Bank borrowings, $2.6 billion in bank notes and senior debt and $2.4 billion in other borrowed funds drove the increase compared with the first quarter of 2007.

Shareholders’ equity totaled $14.4 billion at March 31, 2008 compared with $14.9 billion at December 31, 2007. See the Consolidated Balance Sheet Review section of this Financial Review for additional information.

BUSINESS SEGMENT HIGHLIGHTS

Total business segment earnings decreased $103 million for the first quarter of 2008, to $313 million, compared with the first quarter of 2007. Highlights of results for the first three months of 2008 and 2007 are included below. The Business Segments Review section of this Financial Review includes further analysis of our business segment results over these periods.

We provide a reconciliation of total business segment earnings to total PNC consolidated net income as reported on a GAAP basis in Note 16 Segment Reporting in the Notes To Consolidated Financial Statements in this Report.

Retail Banking

Retail Banking’s earnings were $221 million for the first quarter of 2008 compared with $201 million for the same period in 2007. The 10% increase in earnings over the first quarter in 2007 was driven by acquisitions and gains related to our ownership interest in Visa and the Hilliard Lyons sale, partially offset by an increase in the provision for credit losses.

 

Corporate & Institutional Banking

Corporate & Institutional Banking earned $2 million in the first quarter of 2008 compared with $132 million in the first quarter of 2007. First quarter 2008 earnings were impacted by pretax valuation losses of $177 million on commercial mortgage loans and commitments held for sale, net of hedges. The decrease compared with the first quarter of 2007 also resulted from higher provision for credit losses and noninterest expense somewhat offset by higher taxable-equivalent net interest income.

BlackRock

Our BlackRock business segment earned $60 million for the first quarter of 2008, a 15% increase compared with $52 million in the first quarter of 2007.

PFPC

PFPC earned $30 million for the first three months of 2008 compared with $31 million in the year-earlier period. While servicing revenue growth of 14% was realized through new business, organic growth, and the completion of two acquisitions in December 2007, increased costs related to this growth and the acquisitions offset the increase.

Other

“Other” earnings for the first quarter of 2008 totaled $64 million compared with earnings of $43 million for the first quarter of 2007. The higher earnings in the first quarter of 2008 reflected growth in net interest income related to asset and liability management activity, net securities gains and the partial reversal of the Visa indemnification liability, partially offset by net trading losses.


 

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CONSOLIDATED INCOME STATEMENT REVIEW

Our Consolidated Income Statement is presented in Part I, Item 1 of this Report. Total revenue for the first quarter of 2008 increased 13% compared with the first quarter of 2007. We created positive operating leverage as total noninterest expense increased 10% in the comparison.

NET INTEREST INCOME AND NET INTEREST MARGIN

 

     Three months ended
March 31
 
Dollars in millions        2008             2007      

Taxable-equivalent net interest income

   $ 863     $ 629  

Net interest margin

     3.09 %     2.95 %

We provide a reconciliation of net interest income as reported under GAAP to net interest income presented on a taxable-equivalent basis in the Consolidated Financial Highlights section on page 1 of this Report.

Changes in net interest income and margin result from the interaction of the volume and composition of interest-earning assets and related yields, interest-bearing liabilities and related rates paid, and noninterest-bearing sources of funding. See the Statistical Information-Average Consolidated Balance Sheet And Net Interest Analysis section of this Report for additional information.

The 37% increase in taxable-equivalent net interest income for the first three months of 2008 compared with the first three months of 2007 was consistent with the $26.1 billion, or 31%, increase in average interest-earning assets and wider net interest margin over this period. The reasons driving the higher interest-earning assets in the comparison are further discussed in the Balance Sheet Highlights portion of the Executive Summary section of this Financial Review.

We expect net interest income to be at least 20% higher for full year 2008 compared with 2007, assuming our current expectations for interest rates and economic conditions. Our forward-looking statements are based on our current expectations that interest rates will remain low through most of 2008 with continued wide market credit spreads and our view that national economic conditions currently point toward a mild recession.

The net interest margin was 3.09% for the first quarter of 2008 and 2.95% for the first quarter of 2007. The following factors impacted the comparison:

   

The Mercantile acquisition.

   

A decrease in the rate paid on interest-bearing liabilities of 78 basis points. The rate paid on interest-bearing deposits, the single largest component, decreased 70 basis points.

   

These factors were partially offset by a 40 basis point decrease in the yield on interest-earning assets. The

 

yield on loans, the single largest component, decreased 50 basis points.

   

In addition, the impact of noninterest-bearing sources of funding decreased 24 basis points due to lower interest rates and a lower proportion of noninterest-bearing sources of funding to interest-earning assets.

Comparing yields and rates paid to the broader market, during the first three months of 2008, the average federal funds rate was 3.17% compared with 5.26% for the first three months of 2007.

We believe that net interest margins for our industry will continue to be impacted by competition for high quality loans and deposits and customer migration from lower to higher rate deposit or other products. We expect our net interest margin to improve for full year 2008 compared with 2007, assuming our current expectations for interest rates and economic conditions.

PROVISION FOR CREDIT LOSSES

The provision for credit losses totaled $151 million for the first quarter of 2008 compared with $8 million for the first quarter of 2007. The higher provision in the comparison was driven by general credit quality migration, especially in our commercial real estate portfolio, including residential real estate development exposure, and growth in total credit exposure. Total residential real estate development outstandings were approximately $2.1 billion at March 31, 2008.

Given our projections for loan growth and continued credit deterioration, and our view that national economic conditions currently point toward a mild recession, we expect that the provision for credit losses will be approximately $600 million for full year 2008, including the impact of the Sterling acquisition.

The Credit Risk Management portion of the Risk Management section of this Financial Review includes additional information regarding factors impacting the provision for credit losses.

NONINTEREST INCOME

Summary

Noninterest income totaled $967 million for the first three months of 2008 compared with $991 million for the first three months of 2007.

Noninterest income for the first quarter of 2008 included the following items:

   

A gain of $114 million from the sale of Hilliard Lyons,

   

A gain of $95 million related to the redemption of a portion of our Visa Class B common shares related to Visa’s March 2008 initial public offering,


 

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Net securities gains of $41 million,

   

Gains of $40 million related to our equity investment in BlackRock, largely due to a net mark-to-market adjustment on our remaining BlackRock LTIP shares obligation,

   

Equity management gains of $23 million,

   

Valuation losses related to our commercial mortgage loans and commitments held for sale, net of hedges, of $177 million, and

   

Trading losses of $76 million.

Noninterest income for the first quarter of 2007 included the following:

   

A net gain related to our equity investment in BlackRock of $52 million, representing an $82 million gain recognized in connection with our transfer of BlackRock shares to satisfy a portion of our 2002 LTIP obligation, partially offset by a net mark-to-market adjustment totaling $30 million on our remaining BlackRock LTIP shares obligation,

   

Trading income of $52 million, and

   

Equity management gains of $32 million and net securities losses of $3 million.

Apart from the impact of these items, noninterest income increased $49 million, or 6%, for the first three months of 2008 compared with the first three months of 2007.

Additional Analysis

Fund servicing fees increased $25 million, to $228 million, in the first three months of 2008 compared with the first three months of 2007. This increase primarily resulted from the growth in PFPC’s offshore operations and its acquisitions of Albridge Solutions Inc. and Coates Analytics, LP in December 2007.

PFPC provided fund accounting/administration services for $1 trillion of net fund investment assets and provided custody services for $476 billion of fund investment assets at March 31, 2008, compared with $822 billion and $435 billion, respectively, at March 31, 2007. PFPC continued to see both organic growth and growth from new business in each of its product areas.

Asset management fees totaled $212 million in the first quarter of 2008, an increase of $47 million compared with the first quarter of 2007. Higher equity earnings from our BlackRock investment and the full quarter impact in 2008 of Mercantile, which we acquired in March 2007, drove the increase compared with the first quarter of 2007. Assets managed at March 31, 2008 totaled $65 billion compared with $76 billion at March 31, 2007. The decline in assets under management was primarily due to the effects of the Hilliard Lyons sale and comparatively lower equity markets in the first quarter of 2008.

Consumer services fees grew $13 million, to $170 million, for the first quarter of 2008 compared with the first quarter of

2007. This increase reflected the impact of Mercantile and higher debit card revenues resulting from higher transaction volumes.

Corporate services revenue totaled $164 million in the first three months of 2008 compared with $159 million in the first three months of 2007. Higher revenue from treasury management and third party consumer loan servicing activities, along with the full quarter impact of Mercantile, were the primary factors in the increase.

Service charges on deposits grew $5 million, to $82 million, in the first three months of 2008 compared with the first three months of 2007. The increase reflected the full quarter impact in 2008 of Mercantile.

Net securities gains totaled $41 million for the first quarter of 2008 compared with net securities losses of $3 million in the first quarter of 2007.

Other noninterest income totaled $70 million for the first three months of 2008 compared with $233 million for the first three months of 2007.

Other noninterest income for 2008 included the $114 million gain from the sale of Hilliard Lyons, the $95 million gain from the redemption of a portion of our investment in Visa related to their March 2008 initial public offering, and gains of $40 million related to our equity investment in BlackRock as described above. The impact of these items was more than offset by valuation losses related to our commercial mortgage loans and commitments held for sale, net of hedges, of $177 million, and trading losses of $76 million.

The net gain related to our equity investment in BlackRock of $52 million and trading income of $52 million were included in other noninterest income for the first quarter of 2007.

Additional information regarding our transactions related to Visa is included in Note 15 Commitments And Guarantees in the Notes To Consolidated Financial Statements included in this Report. Further details regarding our trading activities are included in the Market Risk Management – Trading Risk portion of the Risk Management section of this Financial Review.

Other noninterest income typically fluctuates from period to period depending on the nature and magnitude of transactions completed.

We expect that total revenue will increase by a low teens percentage for full year 2008 compared with full year 2007, assuming our current expectations for interest rates and economic conditions. We also expect PNC to create positive operating leverage for full year 2008 with a percentage growth in total revenue relative to 2007 that will exceed the percentage growth in noninterest expense from 2007.


 

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PRODUCT REVENUE

In addition to credit and deposit products for commercial customers, Corporate & Institutional Banking offers other services, including treasury management and capital markets-related products and services, and commercial loan servicing that are marketed by several businesses across PNC.

Revenue from capital markets-related products and services totaled $76 million in the first quarter of 2008 compared with $67 million in the first quarter of 2007. This increase was primarily driven by strong customer derivative activity partially offset by a decline in merger and acquisition advisory fees.

Treasury management revenue, which includes fees as well as net interest income from customer deposit balances, increased 21% to $133 million in the first quarter of 2008 compared with $110 million for the first quarter of 2007. The higher revenue reflected the impact of Mercantile and strong growth in the commercial payment card services business and in investment products.

Commercial mortgage banking activities include revenue derived from loan originations, commercial mortgage servicing, direct loan sales, and mark-to-market valuation adjustments and related hedging activities for held for sale commercial mortgage loans intended for securitization. Commercial mortgage banking activities resulted in a net loss of $96 million in the first quarter of 2008, including valuation losses of $177 million on commercial mortgage loans and commitments held for sale, net of hedges, due to the impact of an illiquid market. Excluding these losses, commercial mortgage banking activities revenue was $81 million in the first quarter of 2008 compared with $73 million in the first quarter of 2007. This increase was largely due to higher net interest income from a larger portfolio of commercial mortgage loans held for sale.

As a component of our advisory services to clients, we provide a select set of insurance products to fulfill specific customer financial needs. Primary insurance offerings include annuities, life, credit life, health, and disability. Revenue from these products totaled $18 million for the first three months of both 2008 and 2007.

PNC, through its subsidiary company Alpine Indemnity Limited, participates as a direct writer for its general liability, automobile liability, workers’ compensation, property and terrorism insurance programs. In the normal course of business, Alpine Indemnity Limited maintains insurance reserves for reported claims and for claims incurred but not reported based on actuarial assessments. We believe these reserves were adequate at March 31, 2008.

 

NONINTEREST EXPENSE

Total noninterest expense was $1.042 billion for the first quarter of 2008 and $944 million for the first quarter of 2007. Noninterest expense for 2008 included the reversal of $43 million of the Visa indemnification liability that we established in the fourth quarter of 2007.

Apart from the impact of this item, noninterest expense increased $141 million, or 15%, in the first three months of 2008 compared with the first three months of 2007. The higher noninterest expense in 2008 resulted from Mercantile and Yardville operating and Yardville integration costs, and investments in growth initiatives while maintaining disciplined expense management. Additional information regarding our transactions related to Visa is included in Note 15 Commitments and Guarantees in the Notes To Consolidated Financial Statements included in this Report.

We expect noninterest expense to grow at a mid-single digit percentage for full year 2008 compared with 2007.

PERIOD-END EMPLOYEES

 

     March 31 2008    December 31 2007    March 31 2007

Full-time

   24,492    25,480    24,828

Part-time

   2,843    2,840    2,867
    

Total

   27,335    28,320    27,695

Statistics at March 31, 2008 exclude 994 Hilliard Lyons employees as we sold Hilliard Lyons on that date.

EFFECTIVE TAX RATE

Our effective tax rate was 40.0% for the first quarter of 2008 and 30.7% for the first quarter of 2007. The higher effective tax rate for the first quarter of 2008 was due to taxes associated with the gain on the sale of Hilliard Lyons. We expect our effective tax rate to be approximately 31% for the remainder of 2008.


 

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CONSOLIDATED BALANCE SHEET REVIEW

SUMMARIZED BALANCE SHEET DATA

 

In millions    March 31
2008
   December 31
2007

Assets

       

Loans, net of unearned income

   $ 70,802    $ 68,319

Securities available for sale

     28,581      30,225

Cash and short-term investments

     10,078      10,425

Loans held for sale

     2,516      3,927

Equity investments

     6,187      6,045

Goodwill and other intangible assets

     9,349      9,551

Other

     12,478      10,428
 

Total assets

   $ 139,991    $ 138,920

Liabilities

       

Funding sources

   $ 113,189    $ 113,627

Other

     10,371      8,785
 

Total liabilities

     123,560      122,412

Minority and noncontrolling interests in consolidated entities

     2,008      1,654

Total shareholders’ equity

     14,423      14,854
 

Total liabilities, minority and noncontrolling interests, and shareholders’ equity

   $ 139,991    $ 138,920

The summarized balance sheet data above is based upon our Consolidated Balance Sheet that is presented in Part I, Item 1 of this Report.

Various seasonal and other factors impact our period-end balances whereas average balances (discussed under the Balance Sheet Highlights section of this Financial Review above and included in the Statistical Information section of this Report) are more indicative of underlying business trends.

An analysis of changes in certain balance sheet categories follows.

LOANS, NET OF UNEARNED INCOME

Loans increased $2.5 billion, to $70.8 billion, at March 31, 2008 compared with the balance at December 31, 2007. In February 2008, we transferred the education loans in our held for sale portfolio to the loan portfolio as further described in the Loans Held For Sale section of this Consolidated Balance Sheet Review.

 

Details Of Loans

 

In millions    March 31
2008
    December 31
2007
 

Commercial

      

Retail/wholesale

   $ 6,298     $ 5,973  

Manufacturing

     5,170       4,705  

Other service providers

     3,563       3,529  

Real estate related (a)

     5,701       5,425  

Financial services

     1,390       1,268  

Health care

     1,605       1,446  

Other

     5,912       6,261  

Total commercial

     29,639       28,607  

Commercial real estate

      

Real estate projects

     6,448       6,114  

Mortgage

     2,603       2,792  

Total commercial real estate

     9,051       8,906  

Lease financing

     3,464       3,500  

Total commercial lending

     42,154       41,013  

Consumer

      

Home equity

     14,315       14,447  

Education

     2,024       132  

Automobile

     1,533       1,513  

Other

     2,156       2,234  

Total consumer

     20,028       18,326  

Residential mortgage

     9,299       9,557  

Other

     272       413  

Unearned income

     (951 )     (990 )

Total, net of unearned income

   $ 70,802     $ 68,319  
(a) Includes loans related to customers in the real estate and construction industries.

Total loans represented 51% of total assets at March 31, 2008 and 49% of total assets at December 31, 2007.

Our total loan portfolio continued to be diversified among numerous industries and types of businesses. The loans that we hold are also concentrated in, and diversified across, our principal geographic markets.

Approximately $2.1 billion of the $6.5 billion of real estate projects loans at March 31, 2008 were in residential real estate development. These represented approximately 3% of total loans and 2% of total assets at March 31, 2008.

Our home equity loan outstandings totaled $14.3 billion at March 31, 2008. In this portfolio, we consider the higher risk loans to be those with a recent FICO credit score of less than or equal to 660 and a loan-to-value ratio greater than or equal to 90%. We had $569 million or approximately 4% of the total portfolio in this grouping at March 31, 2008. Consistent with the entire home equity portfolio, approximately 93% of these higher-risk loans are located in our geographic footprint. In our $9.3 billion residential mortgage portfolio, loans with a recent FICO credit score of less than or equal to 660 and a loan-to-value ratio greater than or equal to 90% totaled $105 million and comprised approximately 1% of the total at March 31, 2008.


 

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Commercial lending outstandings in the table above are the largest category and are the most sensitive to changes in assumptions and judgments underlying the determination of the allowance for loan and lease losses. We have allocated approximately $777 million, or 90%, of the total allowance for loan and lease losses at March 31, 2008 to these loans. We allocated $77 million, or 9%, of the remaining allowance at that date to consumer loans and $11 million, or 1%, to all other loans. This allocation also considers other relevant factors such as:

   

Actual versus estimated losses,

   

Regional and national economic conditions,

   

Business segment and portfolio concentrations,

   

Industry conditions,

   

The impact of government regulations, and

   

Risk of potential estimation or judgmental errors, including the accuracy of risk ratings.

Net Unfunded Credit Commitments

 

In millions    March 31
2008
   December 31
2007

Commercial

   $ 38,402    $ 39,171

Consumer

     11,075      10,875

Commercial real estate

     2,652      2,734

Other

     297      567

Total

   $ 52,426    $ 53,347

Unfunded commitments are concentrated in our primary geographic markets. Commitments to extend credit represent arrangements to lend funds or provide liquidity subject to specified contractual conditions. Commercial commitments are reported net of participations, assignments and syndications, primarily to financial institutions, totaling $7.9 billion at March 31, 2008 and $8.9 billion at December 31, 2007.

Unfunded liquidity facility commitments and standby bond purchase agreements totaled $9.4 billion at both March 31, 2008 and December 31, 2007 and are included in the preceding table primarily within the “Commercial” and “Consumer” categories.

In addition to credit commitments, our net outstanding standby letters of credit totaled $5.2 billion at March 31, 2008 and $4.8 billion at December 31, 2007. Standby letters of credit commit us to make payments on behalf of our customers if specified future events occur.

 

SECURITIES AVAILABLE FOR SALE

 

In millions    Amortized
Cost
   Fair Value

March 31, 2008

       

Debt securities

       

Residential mortgage-backed

   $ 20,510    $ 19,333

Commercial mortgage-backed

     5,837      5,762

Asset-backed

     2,858      2,538

US Treasury and government agencies

     40      41

State and municipal

     581      561

Other debt

     108      108

Corporate stocks and other

     240      238

Total securities available for sale

   $ 30,174    $ 28,581

December 31, 2007

       

Debt securities

       

Residential mortgage-backed

   $ 21,147    $ 20,952

Commercial mortgage-backed

     5,227      5,264

Asset-backed

     2,878      2,770

US Treasury and government agencies

     151      155

State and municipal

     340      336

Other debt

     85      84

Corporate stocks and other

     662      664

Total securities available for sale

   $ 30,490    $ 30,225

Securities available for sale represented 20% of total assets at March 31, 2008 and 22% of total assets at December 31, 2007.

We evaluate our portfolio of securities available for sale in light of changing market conditions and other factors and, where appropriate, take steps intended to improve our overall positioning.

At March 31, 2008, securities available for sale included a net pretax unrealized loss of $1.6 billion, which represented the difference between fair value and amortized cost. The comparable amount at December 31, 2007 was a net unrealized loss of $265 million. We believe that the majority of the decline in value of these securities is attributable to changes in market spreads and not from deterioration in the credit quality of individual securities or underlying collateral where applicable. See Note 4 Securities in the Notes To Consolidated Financial Statements included in this Report for further information.


 

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Net unrealized gains and losses in the securities available for sale portfolio are included in shareholders’ equity as accumulated other comprehensive income or loss, net of tax. The fair value of debt securities available for sale generally increases when market interest rates decrease and vice versa. Market values are also impacted by volatility and illiquidity.

The expected weighted-average life of securities available for sale (excluding corporate stocks and other) was 3 years and 6 months at both March 31, 2008 and December 31, 2007.

We estimate that at March 31, 2008 the effective duration of securities available for sale was 3.5 years for an immediate 50 basis points parallel increase in interest rates and 3.3 years for an immediate 50 basis points parallel decrease in interest rates. Comparable amounts at December 31, 2007 were 2.8 years and 2.5 years, respectively.

LOANS HELD FOR SALE

 

In millions    March 31
2008
   December 31
2007

Commercial mortgage

   $ 2,268    $ 2,116

Residential mortgage

     112      117

Education

        1,525

Other

     136      169

Total

   $ 2,516    $ 3,927

Commercial mortgage loans held for sale included loans intended for securitization of $2.1 billion at March 31, 2008 and $2.0 billion at December 31, 2007 that were recorded at fair value. During the first quarter of 2008, we recorded a negative valuation adjustment for loans and commitments of $177 million, net of hedges. This loss was reflected in the other noninterest income line item in our Consolidated Income Statement and in the results of the Corporate & Institutional Banking business segment. We value our commercial mortgage loans held for sale based on securitization prices. In early 2008, spreads widened and there was limited activity in the commercial real estate loan securitization market. Therefore, if these conditions continue, additional valuation losses may be incurred. If spreads narrow, we may realize valuation gains. However, we do not expect the impact to be significant to our capital position. Currently, these valuation losses are unrealized. We are not currently originating commercial mortgages for distribution through commercial real estate loan securitizations. We intend to pursue opportunities to reduce our loans held for sale position when we can receive prices we feel are appropriate.

Historically, we classified substantially all of our education loans as loans held for sale. In the past, we have sold education loans to issuers of asset-backed paper when the loans are placed into repayment status. Recently, the secondary markets for education loans have been impacted by liquidity issues similar to those for other asset classes. In February 2008, given this outlook and the economic and

customer relationship value inherent in this product, we transferred these loans at lower of cost or market value from held for sale to the loan portfolio. We do not anticipate sales of education loans in the foreseeable future.

FUNDING AND CAPITAL SOURCES

Details Of Funding Sources

 

In millions    March 31
2008
   December 31
2007

Deposits

       

Money market

   $ 35,792    $ 32,785

Demand

     19,168      20,861

Retail certificates of deposit

     16,050      16,939

Savings

     2,608      2,648

Other time

     4,716      2,088

Time deposits in foreign offices

     2,076      7,375

Total deposits

     80,410      82,696

Borrowed funds

       

Federal funds purchased

     5,154      7,037

Repurchase agreements

     2,510      2,737

Federal Home Loan Bank borrowings

     9,663      7,065

Bank notes and senior debt

     6,842      6,821

Subordinated debt

     5,402      4,506

Other

     3,208      2,765

Total borrowed funds

     32,779      30,931

Total

   $ 113,189    $ 113,627

Total funding sources were relatively unchanged at March 31, 2008 compared with the balance at December 31, 2007. Total deposits declined $2.3 billion, or 3%, as increases in money market and other time deposits were more than offset with declines in other categories, primarily time deposits in foreign offices. Total borrowed funds increased $1.8 billion, or 6%, primarily due to the increase of $2.6 billion in Federal Home Loan Bank borrowings at March 31, 2008 compared with December 31, 2007. The increase in this category reduced our overnight borrowings. The Liquidity Risk Management portion of the Risk Management section of this Financial Review includes additional information regarding our first quarter 2008 borrowed funds activities.

Capital

We manage our capital position by making adjustments to our balance sheet size and composition, issuing debt, equity or hybrid instruments, executing treasury stock transactions, maintaining dividend policies and retaining earnings.

Total shareholders’ equity decreased $.4 billion, to $14.4 billion, at March 31, 2008 compared with December 31, 2007. This decline was primarily due to a $.6 billion decrease in accumulated other comprehensive income (loss) which more than offset the net impact of earnings and dividends in the first


 

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quarter of 2008. The decrease in accumulated other comprehensive income (loss) was primarily due to higher net unrealized securities losses.

Common shares outstanding totaled 341 million at both March 31, 2008 and December 31, 2007. PNC issued 4.6 million common shares in April 2008 in connection with the closing of the Sterling acquisition.

Our current common stock repurchase program permits us to purchase up to 25 million shares of PNC common stock on the open market or in privately negotiated transactions. This program will remain in effect until fully utilized or until modified, superseded or terminated. The extent and timing of share repurchases under this program will depend on a number of factors including, among others, market and general economic conditions, economic and regulatory capital considerations, alternative uses of capital, regulatory limitations resulting from merger activity, and the potential impact on our credit ratings.

We did not purchase any shares during the first quarter of 2008 under this program. We do not expect to actively engage in share repurchase activity for the foreseeable future as we look to enhance our capital position.

 

Risk-Based Capital

 

Dollars in millions    March 31
2008
    December 31
2007
 

Capital components

      

Shareholders’ equity

      

Common

   $ 14,416     $ 14,847  

Preferred

     7       7  

Trust preferred capital securities

     1,021       572  

Minority interest

     1,352       985  

Goodwill and other intangible assets

     (8,668 )     (8,853 )

Eligible deferred income taxes on intangible assets

     113       119  

Pension, other postretirement benefit plan adjustments

     149       177  

Net unrealized securities losses, after-tax

     1,005       167  

Net unrealized (gains) losses on cash flow hedge derivatives, after-tax

     (356 )     (175 )

Equity investments in
nonfinancial companies

     (32 )     (31 )

Tier 1 risk-based capital

     9,007       7,815  

Subordinated debt

     3,298       3,024  

Eligible allowance for credit losses

     1,017       964  

Total risk-based capital

   $ 13,322     $ 11,803  

Assets

      

Risk-weighted assets, including off- balance sheet instruments and market risk equivalent assets

   $ 117,041     $ 115,132  

Adjusted average total assets

     132,219       126,139  

Capital ratios

      

Tier 1 risk-based

     7.7 %     6.8 %

Total risk-based

     11.4       10.3  

Leverage

     6.8       6.2  

Tangible common equity

      

Common shareholders’ equity

   $ 14,416     $ 14,847  

Goodwill and other intangibles

     (8,668 )     (8,853 )

Total deferred income taxes on goodwill and other intangible assets (a)

     393       119  

Tangible common equity

   $ 6,141     $ 6,113  

Total assets excluding goodwill and other intangible assets, net of deferred income taxes

   $ 131,716     $ 130,185  

Tangible common equity ratio

     4.7 %     4.7 %
(a) As of March 31, 2008, deferred taxes on taxable combinations were added to eligible deferred income taxes for non-taxable combinations that are used in the calculation of Regulatory Capital Ratios.

The access to, and cost of, funding new business initiatives including acquisitions, the ability to engage in expanded business activities, the ability to pay dividends, the level of deposit insurance costs, and the level and nature of regulatory oversight depend, in part, on a financial institution’s capital strength. At March 31, 2008, each of our domestic banking subsidiaries was considered “well-capitalized” based on US regulatory capital ratio requirements, as indicated in the Capital Ratios section of Consolidated Financial Highlights on page 2 of this Report. We believe our current bank subsidiaries will continue to meet these requirements during the remainder of 2008.


 

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OFF-BALANCE SHEET ARRANGEMENTS AND VARIABLE INTEREST ENTITIES

We engage in a variety of activities that involve unconsolidated entities or that are otherwise not reflected in our Consolidated Balance Sheet that are generally referred to as “off-balance sheet arrangements.” The following sections of this Report provide further information on these types of activities:

   

Commitments, including contractual obligations and other commitments, included within the Risk Management section of this Financial Review, and

   

Note 15 Commitments And Guarantees in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

The following provides a summary of variable interest entities (“VIEs”), including those in which we hold a significant variable interest but have not consolidated and those that we have consolidated into our financial statements as of March 31, 2008 and December 31, 2007. Additional information on our partnership interests in low income housing projects is included in our 2007 Form 10-K under this same heading in Part I, Item 7 and in Note 3 Variable Interest Entities in the Notes To Consolidated Financial Statements included in Part II, Item 8 of that report.

Non-Consolidated VIEs - Significant Variable Interests

 

In millions    Aggregate
Assets
   Aggregate
Liabilities
  

PNC Risk

of Loss

 

March 31, 2008

          

Market Street

   $ 5,186    $ 5,252    $ 8,992 (a)

Collateralized debt obligations

     55      1      5  

Partnership interests in low income housing projects

     50      34      8  

Total

   $ 5,291    $ 5,287    $ 9,005  

December 31, 2007

          

Market Street

   $ 5,304    $ 5,330    $ 9,019 (a)

Collateralized debt obligations

     255      177      6  

Partnership interests in low income housing projects

     50      34      8  

Total

   $ 5,609    $ 5,541    $ 9,033  
(a) PNC’s risk of loss consists of off-balance sheet liquidity commitments to Market Street of $8.8 billion and other credit enhancements of $.2 billion at both March 31, 2008 and December 31, 2007. These liquidity commitments are included in the Net Unfunded Credit Commitments table in the Consolidated Balance Sheet Review section of this Report.

Market Street

Market Street Funding LLC (“Market Street”) is a multi-seller asset-backed commercial paper conduit that is owned by an independent third party. Market Street’s activities primarily involve purchasing assets or making loans secured by interests in pools of receivables from US corporations that desire access to the commercial paper market. Market Street funds

the purchases of assets or loans by issuing commercial paper which has been rated A1/P1 by Standard & Poor’s and Moody’s, respectively, and is supported by pool-specific credit enhancements, liquidity facilities and program-level credit enhancement. Generally, Market Street mitigates its potential interest rate risk by entering into agreements with its borrowers that reflect interest rates based upon its weighted average commercial paper cost of funds. During 2007 and the first three months of 2008, Market Street met all of its funding needs through the issuance of commercial paper.

Market Street commercial paper outstanding was $5.1 billion at both March 31, 2008 and December 31, 2007. The weighted average maturity of the commercial paper was 31 days at March 31, 2008 compared with 32 days at December 31, 2007.

In the ordinary course of business during the first quarter of 2008, PNC Capital Markets, acting as a placement agent for Market Street, held a maximum daily position in Market Street commercial paper of $75 million with an average of $35 million and a quarter-end position of $35 million. This compares with a maximum daily position of $113 million with an average of $27 million during the year ended December 31, 2007. PNC Capital Markets owned less than $1 million of any Market Street commercial paper at December 31, 2007. PNC made no other purchases of Market Street commercial paper during 2007 or the first three months of 2008.

PNC Bank, National Association (“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 of the liquidity facilities of $4 million and $1 million, respectively, for the three months ended March 31, 2008.

PNC views its credit exposure for the Market Street transactions as limited. Neither creditors nor investors in Market Street have any recourse to our general credit. The commercial paper obligations at March 31, 2008 and December 31, 2007 were effectively collateralized by Market Street’s assets. While PNC may be obligated to fund under liquidity facilities for events such as commercial paper market disruptions, borrower bankruptcies, collateral deficiencies or covenant violations, our credit risk under the liquidity facilities is secondary to the risk of first loss provided by the borrower or another third party in the form of deal-specific credit enhancement – for example, by the over collateralization of the assets. Deal-specific credit enhancement that supports the commercial paper issued by Market Street is generally structured to cover a multiple of expected losses for the pool of assets and is sized to generally meet rating agency standards for comparably structured transactions. Of the $8.8 billion of liquidity facilities provided by PNC at March 31, 2008, only $2.8 billion required PNC to fund if the assets are in default.


 

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Program-level credit enhancement in the amount of 10% of commitments, excluding explicitly rated AAA/Aaa facilities, is provided by PNC and Ambac, a monoline insurer. PNC provides 25% of the enhancement in the form of a cash collateral account funded by a loan facility. This facility expires in March 2013. See Note 15 Commitments And Guarantees included in the Notes To Consolidated Financial Statements of this Report for additional information. The monoline insurer provides the remaining 75% of the enhancement in the form of a surety bond. The cash collateral account is subordinate to the surety bond.

Market Street is a limited liability company that has entered into a Subordinated Note Purchase Agreement (“Note”) with an unrelated third party. The Note provides first loss coverage whereby the investor absorbs losses up to the amount of the Note, which was $8.7 million as of March 31, 2008. Proceeds from the issuance of the Note are held by Market Street in a first loss reserve account that will be used to reimburse any losses incurred by Market Street, PNC Bank, N.A. or other providers under the liquidity facilities and the credit enhancement arrangements.

Assets of Market Street Funding LLC

 

In millions    Outstanding    Commitments    Weighted
Average
Remaining
Maturity
In Years

March 31, 2008 (a)

          

Trade receivables

   $ 1,195    $ 2,838    2.61

Automobile financing

     1,207      1,382    4.04

Collateralized loan obligations

     776      1,257    2.30

Credit cards

     767      775    .03

Residential mortgage

     16      715    1.26

Other

     1,084      1,455    1.61

Cash and miscellaneous receivables

     141            

Total

   $ 5,186    $ 8,422    2.27

December 31, 2007 (a)

          

Trade receivables

   $ 1,375    $ 2,865    2.63

Automobile financing

     1,387      1,565    4.06

Collateralized loan obligations

     519      1,257    2.54

Credit cards

     769      775    .26

Residential mortgage

     37      720    .90

Other

     1,031      1,224    1.89

Cash and miscellaneous receivables

     186            

Total

   $ 5,304    $ 8,406    2.41
(a) Market Street did not recognize an asset impairment charge or experience a rating downgrade on its assets during 2007 and the first three months of 2008.

 

Market Street Commitments by Credit Rating (a)

 

      March 31,
2008
    December 31,
2007
 

AAA/Aaa

   20 %   19 %

AA/Aa

   4     6  

A/A

   73     72  

BBB/Baa

   3     3  

Total

   100 %   100 %
(a) Not all facilities are explicitly rated by the rating agencies. Facilities are structured to meet rating agency standards for comparably structured transactions.

We evaluated the design of Market Street, its capital structure, the Note, and relationships among the variable interest holders under the provisions of FASB Interpretation No. 46, (Revised 2003) “Consolidation of Variable Interest entities (“FIN 46R”). Based on this analysis, we are not the primary beneficiary as defined by FIN 46R and therefore Market Street is not reflected in our Consolidated Balance Sheet.

PNC would consider changes to the variable interest holders (such as new expected loss note investors and changes to program-level 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 basis to determine if a reconsideration event has occurred. As indicated earlier, 75% of the program-level credit enhancement is provided by Ambac in the form of a surety bond. PNC Bank, N.A., in the role of program administrator, is closely following market developments relative to the rating agency outlooks of monoline insurers. Ambac is rated AAA by two of the three major rating agencies and was lowered to AA by the other agency in January 2008. This rating change has not impacted the Market Street commercial paper ratings of A1/P1. Various alternatives to the program-level enhancement are under consideration if future rating changes impact either the ratings of Market Street commercial paper or its financial results.

Based on current accounting guidance and market conditions, we are not required to consolidate Market Street into our consolidated financial statements. However, if PNC would be determined to be the primary beneficiary under FIN 46R, we would consolidate the conduit at that time. To the extent that the par value of the assets in Market Street exceeded the fair value of the assets upon consolidation, the difference would be recognized by PNC as a loss in our Consolidated Income Statement in that period. Based on the fair value of the assets held by Market Street at March 31, 2008, this reduction in earnings would not have had a material impact on our risk-based capital ratios, credit ratings or debt covenants.


 

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The aggregate assets and liabilities of VIEs that we have consolidated in our financial statements are as follows:

Consolidated VIEs – PNC Is Primary Beneficiary

 

In millions   

Aggregate

Assets

   Aggregate
Liabilities

Partnership interests in low income housing projects

       

March 31, 2008

   $ 1,085    $ 1,085

December 31, 2007

   $ 1,110    $ 1,110

Perpetual Trust Securities

We issue certain hybrid capital vehicles that qualify as capital for regulatory and rating agency purposes.

In February 2008, PNC Preferred Funding LLC (the “LLC”), one of our indirect subsidiaries, sold $375 million of 8.700% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities of PNC Preferred Funding Trust III (“Trust III”) to third parties in a private placement. In connection with the private placement, Trust III acquired $375 million of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Securities of the LLC (the “LLC Preferred Securities”). The sale was similar to the March 2007 private placement by the LLC of $500 million of 6.113% Fixed-to-Floating Rate Non-Cumulative Exchangeable Trust Securities (the “Trust II Securities”) of PNC Preferred Funding Trust II (“Trust II”) in which Trust II acquired $500 million of LLC Preferred Securities and to the December 2006 private placement by PNC REIT Corp. of $500 million of 6.517% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities (the “Trust I Securities”) of PNC Preferred Funding Trust I (“Trust I”) in which Trust I acquired $500 million of LLC Preferred Securities.

Each Trust III Security is automatically exchangeable into a share of Series J Non-Cumulative Perpetual Preferred Stock of PNC, each Trust II Security is automatically exchangeable into a share of Series I Non-Cumulative Perpetual Preferred Stock of PNC, and each Trust I Security is automatically exchangeable into a share of Series F Non-Cumulative Perpetual Preferred Stock of PNC Bank, N.A., in each case under certain conditions relating to the capitalization or the financial condition of PNC Bank, N.A. and upon the direction of the Office of the Comptroller of the Currency.

PNC has contractually committed to each of Trust II and Trust III that if full dividends are not paid in a dividend period on the Trust II Securities or the Trust III Securities, as applicable, or the LLC Preferred Securities held by Trust II or Trust III, as applicable, PNC will not declare or pay dividends with respect to, or redeem, purchase or acquire, any of its 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, directors or consultants, (ii) purchases of shares of common stock of PNC pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the extension period, including under a contractually binding stock repurchase plan, (iii) any dividend in connection with the implementation of a shareholders’ rights plan, or the redemption or repurchase of any rights under any such plan, (iv) as a result of an exchange or conversion of any class or series of PNC’s capital stock for any other class or series of PNC’s capital stock, (v) the purchase of fractional interests in shares of PNC capital stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged or (vi) any stock dividends paid by PNC where the dividend stock is the same stock as that on which the dividend is being paid.

PNC Bank, N.A. has contractually committed to Trust I that if full dividends are not paid in a dividend period on the Trust Securities, LLC Preferred Securities or any other parity equity securities issued by the LLC, neither PNC Bank, N.A. nor its subsidiaries will declare or pay dividends or other distributions with respect to, or redeem, purchase or acquire or make a liquidation payment with respect to, any of its equity capital securities during the next succeeding period (other than to holders of the LLC Preferred Securities and any parity equity securities issued by the LLC) except: (i) in the case of dividends payable to subsidiaries of PNC Bank, N.A., to PNC Bank, N.A. or another wholly-owned subsidiary of PNC Bank, N.A. or (ii) in the case of dividends payable to persons that are not subsidiaries of PNC Bank, N.A., to such persons only if, (A) in the case of a cash dividend, PNC has first irrevocably committed to contribute amounts at least equal to such cash dividend or (B) in the case of in-kind dividends payable by PNC REIT Corp., PNC has committed to purchase such in-kind dividend from the applicable PNC REIT Corp. holders in exchange for a cash payment representing the market value of such in-kind dividend, and PNC has committed to contribute such in-kind dividend to PNC Bank, N.A.

PNC Capital Trust E Trust Preferred Securities

In February 2008, PNC Capital Trust E issued $450 million of 7.75% Trust Preferred Securities due March 15, 2068 (the “Trust E Securities”). PNC Capital Trust E’s only assets are $450 million of 7.75% Junior Subordinated Notes due March 15, 2068 and issued by PNC (the “JSNs”). The Trust E Securities are fully and unconditionally guaranteed by PNC.

We may, at our option, redeem the JSNs at 100% of their principal amount on or after March 15, 2013. We have agreed to redeem the JSNs on March 15, 2038, but only out of net proceeds from the sale of certain replacement capital securities described in the JSN indenture. The Trust E Securities will be redeemed at the time of the JSN redemption. If we defer interest on the JSNs and either pay current interest


 

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or the fifth anniversary of the deferral passes, we are obligated to issue certain qualifying securities defined in the JSN indenture to raise proceeds to fund the payment of accrued and unpaid interest.

In connection with the closing of the Trust E Securities sale, we agreed that, if we have given notice of our election to defer interest payments on the JSNs or a related deferral period is continuing, then PNC would be subject during such period to restrictions on dividends and other provisions protecting the status of the JSN debenture holder similar to or in some ways more restrictive than those potentially imposed under the Exchange Agreements with Trust II and Trust III, as described above.

Acquired Entity Trust Preferred Securities

As a result of the Mercantile, Yardville and Sterling acquisitions, we assumed obligations with respect to $158 million in principal amount of junior subordinated debentures issued by the acquired entities, $85 million of which related to the April 2008 Sterling acquisition. Under the terms of these debentures, if there is an event of default under the debentures or PNC exercises its right to defer payments on the related trust preferred securities issued by the statutory trusts or there is a default under PNC’s guarantee of such payment obligations, PNC would be subject during the period of such default or deferral to restrictions on dividends and other provisions protecting the status of the debenture holders similar to or in some ways more restrictive than those potentially imposed under the Exchange Agreements with Trust II and Trust III, as described above.

FAIR VALUE MEASUREMENTS AND FAIR VALUE OPTION

We adopted SFAS 157, “Fair Value Measurements” (“SFAS 157”), and SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“SFAS 159”), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Under SFAS 159, we elected to fair value certain commercial mortgage loans classified as held for sale and certain customer resale agreements and bank notes to align the accounting for the changes in the fair value of these financial instruments with the changes in the value of their related hedges. See Note 6 Fair Value in the Notes To Consolidated Financial Statements included in this Report for further information.

At March 31, 2008, approximately 28% of our total assets were measured at fair value, consisting primarily of securities and other financial assets. Approximately 4% of our total liabilities were measured at fair value at that date.

Assets and liabilities measured at fair value on a recurring basis, including instruments for which PNC has elected the fair value option, are summarized below:


 

Fair Value Measurements - Summary

 

     March 31, 2008
In millions    Level 1    Level 2    Level 3    Total Fair
Value

Assets

             

Securities available for sale

   $ 3,405    $ 24,943    $ 233    $ 28,581

Financial derivatives (a)

     63      3,983      90      4,136

Trading securities (b)

     796      2,297         3,093

Commercial mortgage loans held for sale (c)

           2,068      2,068

Customer resale agreements (d)

        1,032         1,032

Equity investments

           545      545

Other assets

            229      4      233

Total assets

   $ 4,264    $ 32,484    $ 2,940    $ 39,688

Liabilities

             

Financial derivatives (e)

   $ 72    $ 2,986    $ 239    $ 3,297

Trading securities sold short (f)

     938      29         967

Other liabilities

            226             226

Total liabilities

   $ 1,010    $ 3,241    $ 239    $ 4,490

 

(a) Included in Other assets on the Consolidated Balance Sheet.
(b) Included in Trading securities and other short-term investments on the Consolidated Balance Sheet.
(c) Included in Loans held for sale on the Consolidated Balance Sheet. PNC has elected the fair value option under SFAS 159 for certain commercial mortgage loans held for sale intended for CMBS securitization.
(d) Included in Federal funds sold and resale agreements on the Consolidated Balance Sheet. PNC has elected the fair value option under SFAS 159 for this item.
(e) Included in Other liabilities on the Consolidated Balance Sheet.
(f) Included in Other borrowed funds on the Consolidated Balance Sheet.

 

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Valuation Hierarchy

The following is an outline of the valuation methodologies used for measuring fair value under SFAS 157 for the major items above. The fair value hierarchy (i.e., Level 1, Level 2, and Level 3) is described in detail in Note 6 Fair Value in the Notes To Consolidated Financial Statements included in this Report. Any models used to determine fair values based on the descriptions below are subject to review and independent testing as part of PNC’s model validation and internal control testing processes. Significant models are tested by our Model Validation Committee on at least an annual basis. In addition, we have teams independent of the traders verify marks and assumptions used for valuations at each period end.

Securities

Securities include both the available for sale and trading portfolios. We use market prices, sourced from pricing services, dealer quotes or recent trades to determine the fair value of securities. Almost all of our securities are classified as Level 1 or Level 2 in the fair value hierarchy. In circumstances where market prices are limited or unavailable, valuations may require significant management judgments or adjustments to determine fair value. In these cases, the securities are classified as Level 3.

Residential Mortgage-Backed Securities

At March 31, 2008, our residential mortgage-backed securities portfolio was comprised of $8.3 billion fair value of US government agency securities (substantially all classified as available for sale) and $11.4 billion fair value of private-issuer securities ($11.0 billion fair value classified as available for sale). The agency securities are generally collateralized by 1-4 family, conforming, fixed-rate residential mortgages. The private-issuer securities are also generally collateralized by 1-4 family residential mortgages. The mortgage loans underlying the private-issuer securities are generally non-conforming (i.e., original balances in excess of the amount qualifying for agency securities) and predominately have interest rates that are fixed for a period of time, after which the rate adjusts to a floating rate based upon a contractual spread that is indexed to a market rate (i.e., a “hybrid ARM”). Of the total private-issuer securities, we consider that, based on the underlying credit score of the borrower, less than 1% were sub-prime credit quality. Substantially all of the securities are senior tranches in the subordination structure and have credit protection in the form of credit enhancement, over-collateralization and / or excess spread accounts. Of the total private-issuer securities, approximately 56% are vintage 2005 and earlier, approximately 25% are vintage 2006 and approximately 19% are vintage 2007 and 2008. At March 31, 2008, $11.3 billion of the private-issuer securities were rated “AAA” equivalents by at least two nationally recognized rating agencies. There were eleven private-issuer securities totaling $88 million fair value where at least one national rating agency rated the security “AA” equivalent. Since March 31, 2008, no significant deterioration in the credit ratings assigned to the private-issuer securities has occurred.

 

Commercial Mortgage-Backed Securities

The commercial mortgage-backed securities portfolio was $6.6 billion fair value at March 31, 2008 ($5.8 billion fair value classified as available for sale), and consisted of fixed-rate, private-issuer securities collateralized by non-residential properties, primarily retail properties, office buildings, and multi-family housing. Substantially all of the securities are the most senior tranches in the subordination structure. Of the total commercial mortgage-backed securities, approximately 47% are vintage 2005 and earlier, approximately 35% are vintage 2006 and approximately 18% are vintage 2007. At March 31, 2008, $6.5 billion of the commercial mortgage-backed securities were rated “AAA” equivalents by at least two nationally recognized rating agencies. There were four commercial mortgage-backed securities totaling $53 million fair value where at least one national rating agency rated the security “AA” equivalent. Since March 31, 2008, no significant deterioration in the credit ratings assigned to the commercial mortgage-backed securities has occurred.

Other Asset-Backed Securities

The asset-backed securities portfolio was $2.6 billion fair value at March 31, 2008 ($2.5 billion fair value classified as available for sale), and consisted of fixed-rate and floating-rate, private-issuer securities collateralized primarily by various consumer credit products, including home equity loans, credit cards, and automobile loans. Substantially all of the securities are senior tranches in the subordination structure and have credit protection in the form of credit enhancement, over-collateralization and / or excess spread accounts. Of the $1.4 billion fair value of asset-backed securities collateralized by fixed- and floating-rate home equity loans (all classified as available for sale), we consider that, based on the underlying credit score of the borrower, approximately 23% were sub-prime credit quality. Of the total asset-backed securities collateralized by fixed- and floating-rate home equity loans, approximately 37% are vintage 2005 and earlier, approximately 29% are vintage 2006 and approximately 34% are vintage 2007. At March 31, 2008, $2.4 billion of the other asset-backed securities were rated “AAA” equivalents by at least two nationally recognized rating agencies. There were two asset-backed securities totaling $23 million fair value where at least one national rating agency rated the security “AA” equivalent, six asset-backed securities totaling $118 million fair value where the rating was between “AA” equivalent and “BBB” equivalent, and two asset-backed securities totaling $8 million fair value where the rating was lower than “BBB” equivalent. For both of the securities rated lower than “BBB” equivalent, we had taken an other-than temporary impairment charge in the fourth quarter of 2007 totaling approximately $6 million. There were also three asset-backed securities (all classified as trading) totaling $18 million fair value that were not rated. Since March 31, 2008, no significant deterioration in the credit ratings assigned to the other asset-backed securities has occurred.


 

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Financial Derivatives

Exchange-traded derivatives are valued using quoted market prices and are classified as Level 1. However, the majority of derivatives that we enter into are executed over-the-counter and are valued using internal techniques. Readily observable market inputs to these models can be validated to external sources, including industry pricing services, or corroborated through recent trades, dealer quotes, yield curves, implied volatility or other market related data. Certain derivatives, such as total rate of return swaps, are corroborated to the CMBX index. These derivatives are classified as Level 2. Derivatives priced using significant management judgment or assumptions are classified as Level 3. The fair values of our derivatives are adjusted for nonperformance risk as appropriate.

Commercial Mortgage Loans and Commitments Held for Sale

This portfolio of loans is held for securitization. As such, a synthetic securitization methodology is used to value the loans and the related unfunded commitments on an aggregate basis based upon current commercial mortgage-backed securities (CMBS) market structures and conditions. Observable inputs include the pricing of CMBS with similar collateral and using tranche interest rates from end of period yield curves. Management assumptions include subordination levels, CMBS bond spreads, and the value of the mortgage servicing rights. Adjustments are made to the valuations to account for securitization uncertainties, including the composition of the portfolio, market conditions, and liquidity. Based on the significance of unobservable inputs, we classify this portfolio as Level 3.

Equity Investments

The valuation of direct and partnership private equity investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such investments. The carrying values of direct investments and affiliated partnership interests reflect the expected exit price and are based on various techniques including multiples of adjusted earnings of the entity, independent appraisals, anticipated financing and sale transactions with third parties or the pricing used to value the entity in a recent financing transaction. The limited partnership investments are generally valued based on the financial statements received from the general partner with the underlying investments being valued utilizing techniques similar to those noted above. These investments are classified as Level 3.

 

Level 3 Assets and Liabilities

Under SFAS 157, financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

Our Level 3 assets and liabilities represented 2% of our total assets and less than 1% of our total liabilities at March 31, 2008.

Assets and liabilities measured using Level 3 inputs represented $2.9 billion or 7% of total assets measured at fair value and $239 million or 5% of total liabilities measured at fair value at March 31, 2008.

As we adopted SFAS 157 as of January 1, 2008, there were no material increases or decreases in Level 3 items for the first quarter of 2008 resulting from transfers in or out of Level 3 during this period.

As indicated in the table on page 16, our largest category of Level 3 assets consists of certain commercial mortgage loans and commitments held for sale.

Approximately $143 million of the first quarter 2008 pretax valuation losses of $177 million on commercial mortgage loans and commitments held for sale was included in our Level 3 rollforward schedule. The remaining net losses pertained to derivative positions classified as Level 2.

We originated the loans held in the commercial real estate portfolio that are classified as held for sale and accounted for at fair value. The values of these loans are based on exit prices that were unusually low at March 31, 2008 primarily due to an illiquid securitization market for these loans. The loans that we originated are of high quality and we believe that current market prices do not reflect the appropriate level of risk inherent in our portfolio.

Total securities measured at fair value at March 31, 2008 included securities available for sale and trading securities consisting primarily of residential and commercial mortgage-backed securities and other asset-backed securities. Unrealized gains and losses on available for sale securities do not impact liquidity or risk-based capital. However, reductions in the credit ratings of these securities would have an impact on the determination of risk-weighted assets which could reduce our regulatory capital ratios.


 

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BUSINESS SEGMENTS REVIEW

We have four major businesses engaged in providing banking, asset management and global fund processing products and services. Business segment results, including inter-segment revenues, and a description of each business are included in Note 16 Segment Reporting included in the Notes To Consolidated Financial Statements under Part I, Item 1 of this Report. Certain revenue and expense amounts included in this Financial Review differ from the amounts shown in Note 16 primarily due to the presentation in this Financial Review of business revenue on a taxable-equivalent basis and income statement classification differences related to PFPC.

Results of individual businesses are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the financial results of individual businesses are not necessarily comparable with similar information for any other company. We refine our methodologies from time to time as our management accounting practices are enhanced and our businesses and management structure change. Financial results are presented, to the extent practicable, as if each business, with the exception of our BlackRock segment, operated on a stand-alone basis. As permitted under GAAP, we have aggregated the business results for certain operating segments for financial reporting purposes.

Assets receive a funding charge and liabilities and capital receive a funding credit based on a transfer pricing methodology that incorporates product maturities, duration and other factors. Capital is intended to cover unexpected losses and is assigned to the banking and processing

businesses using our risk-based economic capital model. We have assigned capital equal to 6% of funds to Retail Banking to reflect the capital required for well-capitalized domestic banks and to approximate market comparables for this business. The capital assigned for PFPC reflects its legal entity shareholders’ equity.

We have allocated the allowances for loan and lease losses and unfunded loan commitments and letters of credit based on our assessment of risk inherent in the business segment loan portfolios. Our allocation of the costs incurred by operations and other support areas not directly aligned with the businesses is primarily based on the use of services.

Total business segment financial results differ from total consolidated results. The impact of these differences is reflected in the “Other” category. “Other” for purposes of this Business Segments Review and the Business Segment Highlights in the Executive Summary includes residual activities that do not meet the criteria for disclosure as a separate reportable business, such as gains or losses related to BlackRock transactions including LTIP share distributions and obligations, integration costs, asset and liability management activities including net securities gains or losses and certain trading activities, equity management activities, differences between business segment performance reporting and financial statement reporting (GAAP), intercompany eliminations, and most corporate overhead.

Employee data as reported by each business segment in the tables that follow reflect staff directly employed by the respective businesses and excludes corporate and shared services employees.


 

Results Of Businesses – Summary

(Unaudited)

 

     Earnings      Revenue (a)      Average Assets (b)
Three months ended March 31 - in millions    2008    2007    2008    2007    2008    2007

Retail Banking

   $ 221    $ 201    $ 1,121    $ 839    $ 45,856    $ 34,449

Corporate & Institutional Banking

     2      132      242      370      35,245      26,498

BlackRock (c)

     60      52      81      68      4,357      3,870

PFPC (c) (d)

     30      31      228      200      2,699      2,378

Total business segments

     313      416      1,672      1,477      88,157      67,195

Other (c) (e)

     64      43      158      143      52,398      40,227

Total consolidated

   $ 377    $ 459    $ 1,830    $ 1,620    $ 140,555    $ 107,422

 

(a) Business segment revenue is presented on a taxable-equivalent basis. A reconciliation of total consolidated revenue on a book (GAAP) basis to total consolidated revenue on a taxable-equivalent basis follows

 

Three months ended March 31 – in millions

     2008      2007

Total consolidated revenue, book (GAAP) basis

   $ 1,821    $ 1,614

Taxable-equivalent adjustment

     9      6

Total consolidated revenue, taxable-equivalent basis

   $ 1,830    $ 1,620

 

(b) Period-end balances for BlackRock and PFPC.
(c) For our segment reporting presentation in this Financial Review, after-tax BlackRock/MLIM transaction integration costs totaling $2 million for the first quarter of 2007 have been reclassified from BlackRock to “Other” and first quarter 2008 after-tax integration costs related to Albridge Solutions and Coates Analytics have been reclassified from PFPC to “Other.” “Other” for the first three months of 2008 and 2007 also includes $14 million and $11 million, respectively, of pretax other integration costs.
(d) PFPC revenue represents the sum of servicing revenue and nonoperating income (expense) less debt financing costs.
(e) “Other” average assets are comprised primarily of securities available for sale and residential mortgage loans associated with asset and liability management activities.

 

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RETAIL BANKING

(Unaudited)

 

Three months ended March 31

Taxable-equivalent basis

Dollars in millions

  2008     2007  

INCOME STATEMENT

     

Net interest income

  $499     $452  

Noninterest income

     

Asset management

  116     100  

Service charges on deposits

  80     75  

Brokerage

  64     63  

Consumer services

  101     88  

Other

  261     61  

Total noninterest income

  622     387  

Total revenue

  1,121     839  

Provision for credit losses

  104     23  

Noninterest expense

  581     496  

Pretax earnings

  436     320  

Income taxes

  215     119  

Earnings

  $221     $201  

AVERAGE BALANCE SHEET

     

Loans

     

Consumer

     

Home equity

  $14,366     $13,881  

Indirect

  2,026     1,480  

Education

  844     115  

Other consumer

  1,636     1,375  

Total consumer

  18,872     16,851  

Commercial and commercial real estate

  14,393     8,201  

Floor plan

  1,020     952  

Residential mortgage

  2,440     1,781  

Other

  208     233  

Total loans

  36,933     28,018  

Goodwill and other intangible assets

  5,945     2,942  

Loans held for sale

  1,131     1,562  

Other assets

  1,847     1,927  

Total assets

  $45,856     $34,449  

Deposits

     

Noninterest-bearing demand

  $10,458     $8,871  

Interest-bearing demand

  9,237     8,354  

Money market

  17,732     15,669  

Total transaction deposits

  37,427     32,894  

Savings

  2,609     2,243  

Certificates of deposit

  16,321     15,738  

Total deposits

  56,357     50,875  

Other liabilities

  545     708  

Capital

  3,638     3,287  

Total funds

  $60,540     $54,870  

PERFORMANCE RATIOS

     

Return on average capital

  24 %   25 %

Noninterest income to total revenue

  55     46  

Efficiency

  52     59  

OTHER INFORMATION (a) (b)

     

Credit-related statistics:

     

Nonperforming assets (c)

  $259     $123  

Net charge-offs (d)

  $84     $27  

Annualized net charge-off ratio (d)

  .91 %   .39 %

Other statistics:

     

Full-time employees

  11,014     11,838  

Part-time employees

  2,322     2,224  

ATMs

  3,903     3,862  

Branches (e)

  1,096     1,077  

Gains on sales of education loans

        $3  
(a) Presented as of March 31 except for net charge-offs, net charge-off ratio, and gains on sales of education loans. Information as of March 31, 2008 excludes Hilliard Lyons, which was sold as of that date.

 

At March 31

Dollars in millions, except where noted

  2008     2007  

OTHER INFORMATION (CONTINUED)

     

ASSETS UNDER ADMINISTRATION (in billions) (f)

 

   

Assets under management

     

Personal

  $46     $54  

Institutional

  19     22  

Total

  $65     $76  

Asset Type

     

Equity

  $36     $41  

Fixed income

  17     20  

Liquidity/other

  12     15  

Total

  $65     $76  

Nondiscretionary assets under administration

 

   

Personal

  $30     $31  

Institutional

  81     80  

Total

  $111     $111  

Asset Type

     

Equity

  $46     $42  

Fixed income

  27     28  

Liquidity/other

  38     41  

Total

  $111     $111  

Home equity portfolio credit statistics (i):

     

% of first lien positions

  39 %   43 %

Weighted average loan-to-value ratios

  72 %   70 %

Weighted average FICO scores (j)

  725     726  

Annualized net charge-off ratio

  .35 %   .18 %

Loans 90 days past due

  .42 %   .25 %

Checking-related statistics (i):

     

Retail Banking checking relationships

  2,305,000     1,962,000  

Consumer DDA relationships using

online banking

  1,128,000     960,000  

% of consumer DDA relationships

using online banking

  55 %   54 %

Consumer DDA relationships using

online bill payment

  723,000     450,000  

% of consumer DDA relationships

using online bill payment

  35 %   25 %

Small business loans and managed deposits (i):

 

   

Small business loans

  $13,778     $5,284  

Managed deposits:

     

On-balance sheet

     

Noninterest-bearing demand

  $5,946     $4,284  

Interest-bearing demand

  1,911     1,517  

Money market

  3,398     2,635  

Certificates of deposit

  1,030     681  

Off-balance sheet (g)

     

Small business sweep checking

  2,976     1,827  

Total managed deposits

  $15,261     $10,944  

Brokerage statistics (i):

     

Margin loans

    $166  

Financial consultants (h)

  387     757  

Full service brokerage offices

  24     99  

Brokerage account assets (billions)

  $18     $46  
(b) Amounts include the impact of Mercantile, which we acquired effective March 2, 2007. Amounts as of and for the three months ended March 31, 2008 include the impact of Yardville.
(c) Includes nonperforming loans of $246 million at March 31, 2008 and $93 million at March 31, 2007.
(d) Increase related to the impact of more closely aligning small business and consumer loan charge-off policies.
(e) Excludes certain satellite branches that provide limited products and service hours.
(f) Excludes brokerage account assets.
(g) Represents small business balances. These balances are swept into liquidity products managed by other PNC business segments, the majority of which are off-balance sheet.
(h) Financial consultants provide services in full service brokerage offices and PNC traditional branches.
(i) Amounts at March 31, 2007 do not include the impact of Mercantile or Yardville.
(j) Represents the most recent FICO scores we have on file.

 

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Retail Banking’s earnings were $221 million for the first quarter of 2008 compared with $201 million for the same period in 2007. The 10% increase in earnings over the first quarter in 2007 was driven by acquisitions and gains related to our ownership in Visa and the Hilliard Lyons sale, partially offset by an increase in the provision for credit losses.

Highlights of Retail Banking’s performance during the first quarter of 2008 include the following:

 

 

The sale of Hilliard Lyons was completed on March 31, 2008. The acquisition of Sterling closed on April 4, 2008 and the Yardville National Bank systems integration and conversion to the PNC brand was completed on March 7.

 

Total reported checking relationships increased by a net 33,000 in the first quarter, reflecting the conversion of Yardville accounts and strong organic growth. Without Yardville, we increased checking relationships by approximately 12,000 in the first quarter, compared with the 8,000 we added during the same period last year without Mercantile.

 

We continued to see excellent results with our converted Mercantile branches. In the first quarter, consumer DDA new account production was up nearly 400% from the fourth quarter of 2007 and the average consumer money market account was twice the average balance of PNC’s legacy accounts.

 

Our investment in online banking capabilities continues to pay off. Since March 31, 2007, the percentage of consumer checking households using online bill payment increased from 25% to 35%. We will continue to seek growth by expanding our use of technology and expect to launch a new suite of products in the second quarter, including a small business portal and mobile banking, to better serve businesses and to attract new customer segments.

 

In the first quarter of 2008, we opened 5 new branches and consolidated 18 branches for a total of 1,096 branches at March 31, 2008. We continue to work to optimize our network by opening new branches in high growth areas, relocating branches to areas of higher market opportunity, and consolidating branches in areas of declining opportunity.

Total revenue for the first quarter of 2008 was $1.121 billion, a 34% increase compared with $839 million for the same quarter in 2007. Taxable-equivalent net interest income of $499 million increased $47 million, or 10%, compared with the first quarter of 2007. The growth was driven by acquisitions, partially offset by a lower value attributed to deposits in the declining interest rate environment.

Noninterest income increased $235 million, to $622 million, up 61% compared with the prior year first quarter. This growth can be attributed primarily to the following:

 

   

A gain of $95 million from the redemption of a portion of our Visa Class B common shares related to Visa’s March 2008 initial public offering,

   

The $114 million gain related to our sale of Hilliard Lyons,

   

Acquisitions,

   

Increased volume-related consumer fees, and

   

Customer growth.

The provision for credit losses was $104 million for the first quarter of 2008 compared with $23 million in the year ago quarter. Net charge-offs were $84 million in the first quarter of 2008 and $27 million in the first quarter of 2007. The increases in provision and net charge-offs were primarily a result of aligning small business and consumer loan charge-off policies, commercial loan credit migration of portfolios primarily in Maryland and Virginia related to residential real estate development, continued growth in our commercial loan portfolio and charge-offs returning to a more normal level given the current credit conditions. Based upon the current environment, we believe the provision and nonperforming assets will continue to increase in 2008 versus 2007 levels.

Noninterest expense for the first quarter of 2008 totaled $581 million, an increase of $85 million, or 17%, compared with 2007. Increases were primarily attributable to acquisitions, expenses directly associated with fee income-related businesses, and continued investment in the branch network.

Full-time employees at March 31, 2008 totaled 11,014, a decrease of 824 over the prior year. The decline in full-time employees was primarily the result of the Hilliard Lyons sale. Part-time employees have increased by 98 since March 31, 2007 as a result of acquisitions and various customer service enhancement and efficiency initiatives. These initiatives include utilizing more part-time 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 are critical to our strategy of expanding our payments business. Average total deposits increased $5.5 billion, or 11%, compared with the first quarter of 2007.

 

 

Money market deposits increased $2.1 billion, and certificates of deposits increased $.6 billion. These increases were primarily attributable to acquisitions. The deposit strategy of Retail Banking is to remain disciplined on pricing, target specific products and markets for growth, and focus on the retention and growth of balances for relationship customers.

 

Average demand deposit growth of $2.5 billion, or 14%, was almost solely due to acquisitions as organic growth was impacted by current economic conditions.

 

Small business and consumer-related checking relationships retention remained strong and stable. Consumer-related checking relationship retention has benefited from improved penetration rates of debit cards, online banking and online bill payment.


 

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Currently, we are focused on a relationship-based lending strategy that targets specific customer sectors (homeowners, small businesses and auto dealerships) while seeking to maintain a moderate risk profile in the loan portfolio.

 

 

Average commercial and commercial real estate loans grew $6.2 billion, or 76%, compared with the first quarter of 2007. The increase is attributable to acquisitions and organic loan growth on the strength of increased small business loan demand from existing customers and the acquisition of new relationships through our sales efforts. At March 31, 2008, commercial and commercial real estate loans totaled $14.4 billion. This portfolio included $3.5 billion of commercial real estate loans, the majority of which were added with the Mercantile acquisition. Approximately $.6 billion of the commercial real estate loans were in residential real estate development.

 

Average home equity loans grew $485 million, or 3%, compared with the first quarter of 2007 primarily due to acquisitions. Consumer loan demand has slowed as a result of the current economic environment. Our home equity loan portfolio is relationship based, with 93% of the portfolio attributable to borrowers in our primary geographic footprint. We monitor this portfolio closely and the nonperforming assets and charge-offs that we have experienced are within our expectations given current market conditions.

 

Average indirect loans increased $546 million, or 37%, compared with the first quarter of 2007. The increase is attributable to acquisitions and organic growth in our portfolio that has benefited from increased sales and marketing efforts.

 

Average education loans grew $729 million compared with the first quarter of 2007. The increase was primarily the result of the transfer to portfolio of approximately $1.8 billion, or $.7 billion on average, education loans previously held for sale. The Loans Held For Sale portion of the Consolidated Balance Sheet Review section of this Financial Review includes additional information related to this transfer.

 

Average residential mortgage loans increased $659 million, or 37%, primarily due to the addition of loans from the acquisitions.

 

Assets under management of $65 billion at March 31, 2008 decreased $11 billion compared with the balance at March 31, 2007. The decline in assets under management was primarily due to the effects of the Hilliard Lyons sale and comparatively lower equity markets in the first quarter of 2008.

Nondiscretionary assets under administration of $111 billion at March 31, 2008 remained flat when compared with the balance at March 31, 2007. The effects of comparatively lower equity markets were offset by net positive client flows.

Our remaining investment in Visa Class B common shares totals approximately 3.5 million and is recorded at zero book value. At the IPO conversion ratio, these shares would convert to approximately 2.5 million of the publicly traded Visa Class A common shares. Based on the March 31, 2008 closing price of $62.36 for the Visa shares, our remaining investment had an unrecognized value of approximately $158 million. The Visa Class B common shares we own generally will not be transferable until they can be converted into shares of the publicly traded class of stock, which cannot happen until the later of three years after the IPO or settlement of all of the specified litigation. Additionally, Visa is allowed to reduce the number of shares that we own to fund any litigation liabilities that are above and beyond the initial escrow amount set aside at the time of the IPO. Note 15 Commitments And Guarantees in our Notes To Consolidated Financial Statements included in this Report has further information on our Visa indemnification obligation.


 

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CORPORATE & INSTITUTIONAL BANKING

(Unaudited)

 

Three months ended March 31

Taxable-equivalent basis

Dollars in millions except as noted

   2008     2007  

INCOME STATEMENT

    

Net interest income

   $241     $183  

Noninterest income

    

Corporate service fees

   123     127  

Other

   (122 )   60  

Noninterest income

   1     187  

Total revenue

   242     370  

Provision for (recoveries of) credit losses

   49     (16 )

Noninterest expense

   215     193  

Pretax earnings (loss)

   (22 )   193  

Income taxes (benefit)

   (24 )   61  

Earnings

   $2     $132  

AVERAGE BALANCE SHEET

    

Loans

    

Corporate (a)

   $11,333     $9,068  

Commercial real estate

   5,146     3,569  

Commercial – real estate related

   2,902     2,270  

Asset-based lending

   4,974     4,501  

Total loans (a)

   24,355     19,408  

Goodwill and other intangible assets

   2,191     1,544  

Loans held for sale

   2,418     1,302  

Other assets

   6,281     4,244  

Total assets

   $35,245     $26,498  

Deposits

    

Noninterest-bearing demand

   $7,481     $7,083  

Money market

   5,026     4,530  

Other

   2,029     926  

Total deposits

   14,536     12,539  

Other liabilities

   5,679     2,850  

Capital

   2,462     2,064  

Total funds

   $22,677     $17,453  
(a) Includes lease financing.

Corporate & Institutional Banking earned $2 million in the first quarter of 2008 compared with $132 million in the first quarter of 2007. First quarter 2008 earnings were impacted by pretax valuation losses of $177 million on commercial mortgage loans and commitments held for sale, net of hedges. The decrease compared with the first quarter of 2007 also resulted from higher provision for credit losses and noninterest expense somewhat offset by higher taxable-equivalent net interest income.

 

Three months ended March 31

Taxable-equivalent basis

Dollars in millions except as noted

   2008     2007  

PERFORMANCE RATIOS

      

Return on average capital

   NM     26 %

Noninterest income to total revenue

   NM     51  

Efficiency

   89 %   52  

COMMERCIAL MORTGAGE SERVICING PORTFOLIO (in billions)

      

Beginning of period

   $243     $200  

Acquisitions/additions

   5     16  

Repayments/transfers

   (4 )   (10 )

End of period

   $244     $206  

OTHER INFORMATION

      

Consolidated revenue from: (a)

      

Treasury Management

   $133     $110  

Capital Markets

   $76     $67  

Commercial mortgage valuations (b) (c)

   $(177 )    

Other commercial mortgage activities

   $81     $73  

Total commercial mortgage banking activities

   $(96 )   $73  

Total loans (d)

   $24,981     $21,193  

Nonperforming assets (d) (e)

   $317     $77  

Net charge-offs

   $15     $9  

Full-time employees (d)

   2,218     2,038  

Net carrying amount of commercial mortgage servicing rights (d)

   $678     $487  
(a) Represents consolidated PNC amounts.
(b) Included in other noninterest income above.
(c) Includes both loans and commitments and the impact of related hedges.
(d) At March 31.
(e) Includes nonperforming loans of $298 million at March 31, 2008 and $51 million at March 31, 2007.
NM Not meaningful.

 

 

Taxable-equivalent net interest income grew $58 million, or 32%, in the first quarter of 2008 compared with the first quarter of 2007. The increase over the prior year first quarter was primarily a result of acquisitions, an increase in commercial loans held for sale and organic loan growth.

 

Corporate service fees were $123 million in the first quarter of 2008 compared with $127 million in the first quarter of 2007. A decrease in mortgage servicing fees, net of amortization, and merger and acquisition advisory fees more than offset an increase in treasury management fees.

 

Other noninterest income was negative $122 million for the first quarter of 2008 compared with income of $60 million in the prior year first quarter. First quarter 2008 reflected valuation losses of $177 million on commercial mortgage loans and commitments held for sale, net of hedges. These valuation losses reflect the current illiquid market conditions and are non-cash losses. Beginning January 1, 2008, PNC adopted SFAS 159 and elected to account for its loans held for sale and intended for securitization at fair value. Given the current market disruption, we have stopped originating these loans. We intend to pursue opportunities to reduce our loans held for sale position when we can receive prices we feel are appropriate.


 

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Noninterest expense increased $22 million, or 11%, compared with the first quarter of 2007. The increase was primarily due to the impact of the Mercantile and ARCS Commercial Mortgage acquisitions, and other growth initiatives.

 

The provision for credit losses was $49 million in the first quarter of 2008 compared with a net recovery of $16 million in the first quarter of 2007. The increase in the provision compared with the year-ago quarter was primarily due to credit quality migration mainly related to commercial real estate exposure and growth in total credit exposure. Nonperforming assets increased $240 million in the comparison, the majority of which was due to acquisitions. The largest component of the increase was in commercial real estate and commercial real estate related loans. Based upon the current environment, we believe the provision will continue to increase in 2008 versus 2007 levels.

 

Average loan balances increased $4.9 billion, or 25%, from the prior year first quarter. The increase resulted

 

from organic loan growth in corporate and commercial real estate loans and the impact of the Mercantile and Yardville acquisitions.

 

Average deposit balances for the quarter increased $2.0 billion, or 16%, compared with the first quarter of 2007. The increase resulted primarily from higher client time deposits and the impact of acquisitions.

 

The commercial mortgage servicing portfolio was $244 billion at March 31, 2008, an increase of $38 billion, or 18%, from March 31, 2007. The increase resulted from strong growth in the second and third quarters of 2007 including the ARCS acquisition, which added $13 billion of commercial mortgage servicing. Servicing portfolio additions have been modest since the third quarter of 2007 due to the declining volumes in the commercial mortgage securitization market.

See the additional revenue discussion regarding treasury management, capital markets-related products and commercial mortgage banking activities on page 8.


 

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BLACKROCK

Our BlackRock business segment earned $60 million in the first three months of 2008 and $52 million in the first three months of 2007. These results reflect our approximately 33.4% share of BlackRock’s reported GAAP earnings and the additional income taxes on these earnings incurred by PNC.

PNC’s investment in BlackRock was $4.2 billion at March 31, 2008 and $4.1 billion at December 31, 2007. Based upon BlackRock’s closing market price of $204.18 per common share at March 31, 2008, the market value of our investment in BlackRock was $8.8 billion at that date. As such, an additional $4.6 billion of pretax value was not recognized in our equity investment or shareholders’ equity account at that date.

BLACKROCK LTIP PROGRAMS

BlackRock adopted the 2002 LTIP program to help attract and retain qualified professionals. At that time, PNC agreed to transfer up to four million of the shares of BlackRock common stock then held by us to help fund the 2002 LTIP and future programs approved by BlackRock’s board of directors, subject to certain conditions and limitations. Prior to 2006, BlackRock granted awards of approximately $233 million under the 2002 LTIP program, of which approximately $208 million were paid on January 30, 2007. The award payments were funded by 17% in cash from BlackRock and approximately one million shares of BlackRock common stock transferred by PNC and distributed to LTIP participants. We recognized a pretax gain of $82 million in the first quarter of 2007 from the transfer of BlackRock shares. The gain was

included in other noninterest income and reflected the excess of market value over book value of the one million shares transferred in January 2007. Additional BlackRock shares were distributed to LTIP participants during the first quarter of 2008, resulting in a $3 million pretax gain in other noninterest income.

PNC’s noninterest income for the first quarter of 2008 included a $37 million pretax gain related to our commitment to fund additional BlackRock LTIP programs. This gain represented the mark-to-market adjustment related to our remaining BlackRock LTIP shares obligation as of March 31, 2008 and resulted from the decrease in the market value of BlackRock common shares during the first three months of 2008. In the first quarter of 2007, we recognized a charge of $30 million for an increase in the market value of BlackRock common shares during that period.

BlackRock granted awards in 2007 under an additional LTIP program, all of which are subject to achieving earnings performance goals prior to the vesting date of September 29, 2011. Of the shares of BlackRock common stock that we have agreed to transfer to fund their LTIP programs, approximately 1.6 million shares have been committed to fund the awards vesting in 2011 and the amount remaining would then be available for future awards.

We may continue to see volatility in earnings as we mark to market our LTIP shares obligation each quarter end. However, additional gains based on the difference between the market value and the book value of the committed BlackRock common shares will generally not be recognized until the shares are distributed to LTIP participants.


 

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PFPC

(Unaudited)

 

Three months ended March 31

Dollars in millions except as noted

   2008     2007  

INCOME STATEMENT

      

Servicing revenue (a)

   $238     $208  

Operating expense (a)

   181     153  

Operating income

   57     55  

Debt financing

   11     10  

Nonoperating income (b)

   1     2  

Pretax earnings

   47     47  

Income taxes

   17     16  

Earnings

   $30     $31  

PERIOD-END BALANCE SHEET

      

Goodwill and other intangible assets

   $1,311     $1,008  

Other assets

   1,388     1,370  

Total assets

   $2,699     $2,378  

Debt financing

   $986     $760  

Other liabilities

   1,070     1,091  

Shareholder’s equity

   643     527  

Total funds

   $2,699     $2,378  

PERFORMANCE RATIOS

      

Return on average equity

   19 %   25 %

Operating margin (c)

   24     26  

SERVICING STATISTICS (at March 31)

      

Accounting/administration net fund assets (in billions) (d)

      

Domestic

   $875     $731  

Offshore

   125     91  

Total

   $1,000     $822  

Asset type (in billions)

      

Money market

   $413     $280  

Equity

   358     352  

Fixed income

   128     111  

Other

   101     79  

Total

   $1,000     $822  

Custody fund assets (in billions)

   $476     $435  

Shareholder accounts (in millions)

      

Transfer agency

   19     18  

Subaccounting

   57     50  

Total

   76     68  

OTHER INFORMATION

      

Full-time employees (at March 31)

   4,865     4,400  
(a) Certain out-of-pocket expense items which are then client billable are included in both servicing revenue and operating expense above, but offset each other entirely and therefore have no net effect on operating income. Distribution revenue and expenses which relate to 12b-1 fees that PFPC receives from certain fund clients for the payment of marketing, sales and service expenses also entirely offset each other, but are netted for presentation purposes above.
(b) Net of nonoperating expense.
(c) Total operating income divided by servicing revenue.
(d) Includes alternative investment net assets serviced.

 

PFPC earned $30 million for the first three months of 2008 compared with $31 million in the year-earlier period. While servicing revenue growth of 14% was realized through new business, organic growth, and the completion of two acquisitions in December 2007, increased costs related to this growth and the acquisitions offset the increase.

Highlights of PFPC’s performance for the first three months of 2008 included:

 

   

Total fund accounting assets serviced reached $1 trillion, a 22% increase over the prior year, with increases in all asset types despite declines in major stock market indices over the same time frame.

 

   

Initiatives in the offshore arena have resulted in a 41% increase in servicing revenue and a 37% increase in assets serviced, which now stand at $125 billion.

 

   

Subaccounting ledgers rose by 7 million, or 14%, to 57 million, as clients continue to convert accounts to this platform.

Servicing revenue for the first quarter of 2008 reached $238 million, an increase of $30 million, or 14%, over the first quarter of 2007. This increase resulted primarily from the growth in offshore operations and the acquisitions of Albridge Solutions Inc. and Coates Analytics, LP in December 2007.

Operating expense increased $28 million, or 18%, to $181 million, in the first three months of 2008 compared with the first three months of 2007. Investments in technology, a larger employee base to support business growth, and costs related to the recent acquisitions drove the higher expense level.

Debt financing costs increased due to debt incurred related to the fourth quarter 2007 acquisitions and nonoperating income declined from the first quarter of 2007 when a grant was received in a foreign jurisdiction for employment expansion offshore.

Total assets serviced by PFPC amounted to $2.6 trillion at March 31, 2008 compared with $2.2 trillion at March 31, 2007 as PFPC continued to see both organic growth and growth from new business in each of its lines of business.


 

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CRITICAL ACCOUNTING POLICIES AND JUDGMENTS

Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report and in Part II, Item 8 of our 2007 Form 10-K describe the most significant accounting policies that we use. Certain of these policies require us to make estimates and strategic or economic assumptions that may prove to be inaccurate or subject to variations that may significantly affect our reported results and financial position for the period or in future periods.

We must use estimates, assumptions, and judgments when financial assets and liabilities are measured and reported at fair value. Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such third-party information is not available, we estimate fair value primarily by using cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could materially impact our future financial condition and results of operations. See Fair Value Measurements And Fair Value Option in this Financial Review for a description of fair value measurement under SFAS 157.

We discuss the following critical accounting policies and judgments under this same heading in Item 7 of our 2007 Form 10-K:

   

Allowances for Loan and Lease Losses And Unfunded Loan Commitments And Letters of Credit

   

Private Equity Asset Valuation

   

Lease Residuals

   

Goodwill

   

Revenue Recognition

   

Income Taxes

Additional information regarding these policies is found elsewhere in this Financial Review and in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.

In addition, see Note 1 Accounting Policies in the Notes To Consolidated Financial Statements regarding our first quarter 2008 adoption of the following:

   

EITF Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”,

   

SFAS 157, “Fair Value Measurements”,

   

SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115”, and

   

SEC Staff Accounting Bulletin No. 109

 

STATUS OF QUALIFIED DEFINED BENEFIT PENSION PLAN

We have a noncontributory, qualified defined benefit pension plan (“plan” or “pension plan”) covering eligible 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. Consistent with our investment strategy, plan assets are primarily invested in equity investments and fixed income instruments. Plan fiduciaries determine and review the plan’s investment policy, which is described more fully in Note 17 Employee Benefit Plans in the Notes To Consolidated Financial Statements included under Part II, Item 8 of our 2007 Form 10-K.

We calculate the expense associated with the pension plan in accordance with SFAS 87, “Employers’ Accounting for Pensions,” and we use assumptions and methods that are compatible with the requirements of SFAS 87, including a policy of reflecting trust assets at their fair market value. On an annual basis, we review the actuarial assumptions related to the pension plan, including the discount rate, the rate of compensation increase and the expected return on plan assets.

Neither the discount rate or compensation increase assumptions significantly affects pension expense. However,

the expected long-term return on assets assumption does significantly affect pension expense. The expected long-term return on plan assets for determining net periodic pension cost for 2008 was 8.25%, unchanged from 2007. Under current accounting rules, the difference between expected long-term returns and actual returns is accumulated and amortized to pension expense over future periods. Each one percentage point difference in actual return compared with our expected return causes expense in subsequent years to change by up to $4 million as the impact is amortized into results of operations.

The table below reflects the estimated effects on pension expense of certain changes in annual assumptions, using 2008 estimated expense as a baseline.

 

Change in Assumption   

Estimated

Increase to 2008
Pension
Expense

(In millions)

.5% decrease in discount rate

   $1

.5% decrease in expected long-term return

on assets

   $10

.5% increase in compensation rate

   $2

 

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We currently estimate a pretax pension benefit of $26 million in 2008 compared with a pretax benefit of $30 million in 2007.

Our pension plan contribution requirements are not particularly sensitive to actuarial assumptions. Investment performance has the most impact on contribution requirements and will drive the amount of permitted contributions in future years. Also, current law, including the provisions of the Pension Protection Act of 2006, sets limits as to both minimum and maximum contributions to the plan. In any event, any contributions to the plan in the near term will be at our discretion, as we expect that the minimum required contributions under the law will be minimal or zero for several years.

We maintain other defined benefit plans that have a less significant effect on financial results, including various nonqualified supplemental retirement plans for certain employees.

RISK MANAGEMENT

We encounter risks as part of the normal course of our business and we design risk management processes to help manage these risks. The Risk Management section included in Item 7 of our 2007 Form 10-K provides a general overview of the risk measurement, control strategies and monitoring aspects of our corporate-level risk management processes. Additionally, our 2007 Form 10-K provides an analysis of the risk management processes for what we view as our primary areas of risk: credit, operational, liquidity and market, as well as a discussion of our use of financial derivatives as part of our overall asset and liability risk management process. The following updates our 2007 Form 10-K disclosures in these areas.

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 from extending credit to customers, purchasing securities, and entering into financial derivative transactions. Credit risk is one of our most significant risks.

Nonperforming, Past Due And Potential Problem Assets

We continued to experience credit deterioration at a manageable pace and overall asset quality performed as anticipated in the challenging environment during the first quarter of 2008. We remained focused on maintaining a moderate risk profile.

 

Nonperforming Assets by Type

 

In millions   

March 31

2008

  

December 31

2007

Nonaccrual loans

       

Commercial

       

Retail/wholesale

   $ 32    $ 39

Manufacturing

     47      35

Other service providers

     68      48

Real-estate related

     63      45

Financial services

     16      15

Health care

     4      4

Other

     8      7

Total commercial

     238      193

Commercial real estate

       

Real estate projects

     251      184

Mortgage

     22      28

Total commercial real estate

     273      212

Consumer

     19      17

Residential mortgage

     10      10

Lease financing

     3      3

Total nonaccrual loans

     543      435

Restructured loans

     2      2

Total nonperforming loans

     545      437

Foreclosed and other assets

       

Residential mortgage

     21      16

Lease financing

     11      11

Other

     10      14

Total foreclosed and other assets

     42      41

Total nonperforming assets (a) (b)

   $ 587    $ 478
(a) Excludes equity management assets carried at estimated fair value of $5 million at March 31, 2008 and $4 million at December 31, 2007.
(b) Excludes loans held for sale carried at lower of cost or market value of $35 million at March 31, 2008 and $25 million at December 31, 2007 (amounts include troubled debt restructured assets of $21 million at March 31, 2008).

Total nonperforming assets at March 31, 2008 increased $109 million, to $587 million, compared with $478 million at December 31, 2007. Our nonperforming assets represented .42% of total assets at March 31, 2008 compared with .34% at December 31, 2007. The increase in nonperforming assets reflected higher nonaccrual commercial real estate related loans and higher nonaccrual residential real estate development loans partially offset by the impact of aligning small business and consumer loan charge-off policies.

The amount of nonperforming loans that was current as to principal and interest was $216 million at March 31, 2008 and $178 million at December 31, 2007.

See Note 5 Asset Quality in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report and included here by reference for details of the types of nonperforming assets that we held at March 31, 2008 and December 31, 2007. In addition, certain performing assets have interest payments that are past due or have the potential for future repayment problems.


 

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Changes In Nonperforming Assets

 

In millions    2008     2007  

January 1

   $ 478     $ 171  

Transferred from accrual

     274       76  

Acquisition – Mercantile

       35  

Principal activity including payoffs

     (46 )     (49 )

Charge-offs and valuation adjustments

     (87 )     (22 )

Returned to performing

     (30 )     (4 )

Asset sales

     (2 )     (3 )

March 31

   $ 587     $ 204  

In the first quarter of 2008, we more closely aligned our charge-off policies for consumer and small business loans, which had the effect of reducing nonperforming assets by $44 million during the first quarter of 2008.

Accruing Loans Past Due 90 Days Or More

 

    Amount   Percent of Total
Outstandings
 
Dollars in millions  

March 31

2008

 

Dec. 31

2007

 

March 31

2008

   

Dec. 31

2007

 

Commercial

  $ 23   $ 14   .08 %   .05 %

Commercial real estate

    4     18   .04     .20  

Consumer

    61     49   .30     .27  

Residential mortgage

    11     13   .12     .14  

Other

    7     12   2.57     2.91  

Total loans

  $ 106   $ 106   .15     .16  

Loans that are not included in nonperforming or past due categories but cause us to be uncertain about the borrower’s ability to comply with existing repayment terms over the next six months totaled $177 million at March 31, 2008 compared with $134 million at December 31, 2007.

Allowances For Loan And Lease Losses And Unfunded Loan Commitments And Letters Of Credit

We maintain an allowance for loan and lease losses to absorb losses from the loan portfolio. We determine the allowance based on quarterly assessments of the probable estimated losses inherent in the loan portfolio. While we make allocations to specific loans and pools of loans, the total reserve is available for all loan and lease losses.

We refer you to Note 5 Asset Quality in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report regarding changes in the allowance for loan and lease losses and changes in the allowance for unfunded loan commitments and letters of credit for additional information which is included herein by reference.

 

Allocation Of Allowance For Loan And Lease Losses

 

    March 31, 2008     December 31, 2007  
Dollars in millions   Allowance   

Loans to

Total

Loans

    Allowance   

Loans to

Total

Loans

 

Commercial

  $ 588    41.8 %   $ 560    41.8 %

Commercial real estate

    156    12.8       153    13.0  

Consumer

    77    28.4       68    26.9  

Residential mortgage

    9    13.1       9    14.0  

Lease financing

    33    3.5       36    3.7  

Other

    2    .4       4    .6  

Total

  $ 865    100.0 %   $ 830    100.0 %

In addition to the allowance for loan and lease losses, we maintain an allowance for unfunded loan commitments and letters of credit. We report this allowance as a liability on our Consolidated Balance Sheet. We determine this amount using estimates of the probability of the ultimate funding and losses related to those credit exposures. This methodology is similar to the one we use for determining the adequacy of our allowance for loan and lease losses.

The provision for credit losses totaled $151 million for the first quarter of 2008 and $8 million for the first quarter of 2007. The higher provision in the first quarter of 2008 compared with the prior year quarter was impacted by our real estate portfolio, including residential real estate development exposure, and growth in total credit exposure. See the Consolidated Balance Sheet Review section of this Financial Review for further information. In addition, the provision for credit losses for the first three months of 2008 and the evaluation of the allowances for loan and lease losses and unfunded loan commitments and letters of credit as of March 31, 2008 reflected loan and total credit exposure growth, changes in loan portfolio composition, and other changes in asset quality. The provision includes amounts for probable losses on loans and credit exposure related to unfunded loan commitments and letters of credit.

Given our projections for loan growth and continued credit deterioration, and our current assumptions for the national economy, (i.e., mild recession), we expect that the provision for credit losses will be approximately $600 million for full year 2008, including the impact of the Sterling acquisition.

The allowance as a percent of nonperforming loans was 159% and as a percent of total loans was 1.22% at March 31, 2008. The comparable percentages at December 31, 2007 were 190% and 1.21%.


 

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Charge-Offs And Recoveries

 

Three months ended March 31
Dollars in millions
  Charge-
offs
  Recoveries   Net
Charge-
offs
  Percent
of
Average
Loans
 

2008

         

Commercial

  $ 70   $ 8   $ 62   .86 %

Consumer

    28     4     24   .51  

Commercial real estate

    11       11   .49  

Lease financing

    1           1   .16  

Total

  $ 110   $ 12   $ 98   .57  

2007

         

Commercial

  $ 31   $ 7   $ 24   .45 %

Consumer

    17     5     12   .29  

Total

  $ 48   $ 12   $ 36   .27  

In the first quarter of 2008, we more closely aligned our charge-off policies for consumer and small business loans, which had the effect of increasing charge-offs by $44 million during the first quarter of 2008.

We establish reserves to provide coverage for probable losses not considered in the specific, pool and consumer reserve methodologies, such as, but not limited to, the following:

   

industry concentrations and conditions,

   

credit quality trends,

   

recent loss experience in particular sectors of the portfolio,

   

ability and depth of lending management,

   

changes in risk selection and underwriting standards, and

   

timing of available information.

The amount of reserves for these qualitative factors is assigned to loan categories and to business segments primarily based on the relative specific and pool allocation amounts. The amount of reserve allocated for qualitative factors represented 3.9% of the total allowance and .05% of total loans, net of unearned income, at March 31, 2008.

CREDIT DEFAULT SWAPS

From a credit risk management perspective, we buy and sell credit loss protection via the use of credit derivatives. When we buy loss protection by purchasing a credit default swap (“CDS”), we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs for a particular obligor or reference entity. We purchase CDSs to mitigate the risk of economic loss on a portion of our loan exposures.

We also sell loss protection to mitigate the net premium cost and the impact of fair value accounting on the CDS in cases where we buy protection to hedge the loan portfolio and to take proprietary trading positions. These activities represent additional risk positions rather than hedges of risk.

We approve counterparty credit lines for all of our trading activities, including CDSs. Counterparty credit lines are approved based on a review of credit quality in accordance

with our traditional credit quality standards and credit policies. The credit risk of our counterparties is monitored in the normal course of business. In addition, all counterparty credit lines are subject to collateral thresholds and exposures above these thresholds are secured.

Credit default swaps are included in the Free-Standing Derivatives table in the Financial Derivatives section of this Risk Management discussion. Net gains from credit default swaps used to hedge our loan portfolio, reflected in other noninterest income in our Consolidated Income Statement, totaled $27 million for the first quarter of 2008 compared with $7 million for the first quarter of 2007. The 2008 amount excluded the impact of credit hedges that were part of the net valuation of commercial mortgages and commitments held for sale.

LIQUIDITY RISK MANAGEMENT

Liquidity risk is the risk of potential loss if we were unable to meet our funding requirements at a reasonable cost. We manage liquidity risk to help ensure that we can obtain cost-effective funding to meet current and future obligations under both normal “business as usual” and stressful circumstances.

Our largest source of liquidity on a consolidated basis is the deposit base that comes from our retail and corporate and institutional banking activities. Other borrowed funds come from a diverse mix of short and long-term funding sources. Liquid assets and unused borrowing capacity from a number of sources are also available to maintain our liquidity position.

Liquid assets consist of short-term investments (federal funds sold, resale agreements, trading securities and other short-term investments) and securities available for sale. At March 31, 2008, our liquid assets totaled $34.7 billion, with $22.1 billion pledged as collateral for borrowings, trust, and other commitments.

Bank Level Liquidity

PNC Bank, N.A. can borrow from the Federal Reserve Bank of Cleveland’s (“Federal Reserve Bank”) discount window 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 and other mortgage-related loans. At March 31, 2008, we maintained significant unused borrowing capacity from the Federal Reserve Bank discount window and FHLB-Pittsburgh under current collateral requirements.

At March 31, 2008, we pledged $3.1 billion of loans and $16.5 billion of securities to the Federal Reserve Bank with a combined collateral value of $18.2 billion. Also, we pledged $32.2 billion of loans and $4.3 billion of securities to FHLB- Pittsburgh under a blanket lien with a combined collateral value of $18.9 billion as of that date. We pledged this collateral with the Federal Reserve Bank and FHLB-Pittsburgh for the contingent ability to borrow if necessary. At


 

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December 31, 2007, we had $1.6 billion of loans and $18.8 billion of securities pledged to the Federal Reserve Bank with a combined collateral value of $18.2 billion. Also at December 31, 2007, we pledged $33.5 billion of loans and $4.3 billion of securities to FHLB-Pittsburgh with a combined collateral value of $23.5 billion.

We had no Federal Reserve Bank borrowings outstanding at either March 31, 2008 or December 31, 2007.

In the first quarter of 2008 we increased FHLB borrowings, which provided us with additional liquidity at relatively attractive rates. Total FHLB borrowings were $9.7 billion at March 31, 2008 compared with $7.1 billion at December 31, 2007.

We can also obtain funding through traditional forms of borrowing, including federal funds purchased, repurchase agreements, and short and long-term debt issuances. In July 2004, PNC Bank, N.A. established a program to offer up to $20 billion in senior and subordinated unsecured debt obligations with maturities of more than nine months. Through March 31, 2008, PNC Bank, N.A. had issued $6.9 billion of debt under this program, including $325 million of subordinated debt issued in March 2008 that matures on April 1, 2018. These notes pay interest semiannually at a fixed rate of 6.875%.

Our 2007 Form 10-K has additional information regarding the following first quarter 2008 issuances:

   

$50 million of senior bank notes issued in January that mature on January 25, 2011.

   

$100 million of senior bank notes issued in January that mature on January 25, 2010.

   

$175 million of senior bank notes issued in February that mature on February 1, 2010.

   

$500 million of senior bank notes issued in February that mature on August 5, 2009.

None of the 2008 issuances are redeemable by us or the holders prior to maturity.

We have the ability to issue additional trust preferred securities out of our PNC Preferred Funding structure, subject to certain contractual restrictions. In February 2008, PNC Preferred Funding Trust III issued $375 million of 8.70% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities. See “Perpetual Trust Securities” in the Off-Balance Sheet Arrangements And VIEs section of this Financial Review.

PNC Bank, N.A. established a program in December 2004 to offer up to $3.0 billion of its commercial paper. As of March 31, 2008, there were no issuances outstanding under this program.

As of March 31, 2008, there were $2.5 billion of PNC Bank, N.A. short- and long-term debt issuances with maturities of less than one year.

 

Parent Company Liquidity

Our parent company’s routine funding needs consist primarily 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 parent company liquidity we consider funding sources, such as expected dividends to be received from PNC Bank, N.A. and potential debt issuance, and discretionary funding uses, the most significant of which is the external dividend to be paid on PNC’s stock.

The principal source of parent company cash flow is the dividends it receives 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 capital distributions or to extend credit to the parent company or its non-bank subsidiaries. Dividends may also be impacted by the bank’s capital needs and by contractual restrictions. We provide additional information on certain contractual restrictions under the “Perpetual Trust Securities.” “PNC Capital Trust E Trust Preferred Securities,” and “Acquired Entity Trust Preferred Securities” sections of the Off-Balance Sheet Arrangements And VIEs section of this Financial Review. The amount available for dividend payments to the parent company by PNC Bank, N.A. without prior regulatory approval was approximately $306 million at March 31, 2008.

In addition to dividends from PNC Bank, N.A., other sources of parent company liquidity include cash and short-term investments, as well as dividends and loan repayments from other subsidiaries and dividends or distributions from equity investments. As of March 31, 2008, the parent company had approximately $840 million in funds available from its cash and short-term investments.

We can also generate liquidity for the parent company and PNC’s non-bank subsidiaries through the issuance of securities in public or private markets.

In February 2008, PNC Capital Trust E was formed and issued $450 million of Capital Securities. Proceeds from the issuance were used to purchase $450 million of junior subordinated notes issued by PNC that mature on March 15, 2068 and are redeemable on or after March 15, 2013 at par. These notes pay interest quarterly at a fixed rate of 7.75%.

In July 2006, PNC Funding Corp established a program to offer up to $3.0 billion of commercial paper to provide the parent company with additional liquidity. As of March 31, 2008, $911 million of commercial paper was outstanding under this program.


 

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We have effective shelf registration statements which enable us to issue additional debt and equity securities, including certain hybrid capital instruments.

As of March 31, 2008, there were $1.8 billion of parent company contractual obligations, including commercial paper, with maturities of less than one year.

We also provide tables showing contractual obligations and various other commitments representing required and potential cash outflows as of March 31, 2008 under the heading “Commitments” below.

MARKET RISK MANAGEMENT OVERVIEW

Market risk is the risk of a loss in earnings or economic value due to adverse movements in market factors such as interest rates, credit spreads, foreign exchange rates, and equity prices.

MARKET RISK MANAGEMENT – INTEREST RATE RISK

Interest rate risk results primarily from our traditional banking activities of gathering deposits and extending loans. Many factors, including economic and financial conditions, movements in interest rates, and consumer preferences, affect the difference between the interest that we earn on assets and the interest that we pay on liabilities and the level of our noninterest-bearing funding sources. Due to the repricing term mismatches and embedded options inherent in certain of these products, changes in market interest rates not only affect expected near-term earnings, but also the economic values of these assets and liabilities.

Asset and Liability Management centrally manages interest rate risk within limits and guidelines set forth in our risk management policies approved by the Asset and Liability Committee and the Risk Committee of the Board.

Sensitivity estimates and market interest rate benchmarks for the first quarters of 2008 and 2007 follow:

Interest Sensitivity Analysis

 

      First
Quarter
2008
   

First

Quarter
2007

 

Net Interest Income Sensitivity Simulation

      

Effect on net interest income in first year from gradual interest rate change over following 12 months of:

      

100 basis point increase

   (2.6 )%   (2.6 )%

100 basis point decrease

   2.5 %   2.2 %

Effect on net interest income in second year from gradual interest rate change over the preceding 12 months of:

      

100 basis point increase

   (5.2 )%   (5.8 )%

100 basis point decrease

   2.0 %   3.3 %

Duration of Equity Model

      

Base case duration of equity (in years):

   2.2     2.0  

Key Period-End Interest Rates

      

One-month LIBOR

   2.70 %   5.32 %

Three-year swap

   2.73 %   4.95 %

 

In addition to measuring the effect on net interest income assuming parallel changes in current interest rates, we routinely simulate the effects of a number of nonparallel interest rate environments. The following Net Interest Income Sensitivity To Alternate Rate Scenarios table reflects the percentage change in net interest income over the next two 12-month periods assuming (i) the PNC Economist’s most likely rate forecast, (ii) implied market forward rates, and (iii) a Two-Ten Inversion (a 200 basis point inversion between two-year and ten-year rates superimposed on current base rates) scenario. We are inherently sensitive to a flatter or inverted yield curve.

Net Interest Income Sensitivity To Alternate Rate Scenarios (First Quarter 2008)

 

      PNC
Economist
    Market
Forward
    Two-Ten
Inversion
 

First year sensitivity

   4.3 %   4.0 %   (7.5 )%

Second year sensitivity

   2.0 %   4.2 %   (7.3 )%

All changes in forecasted net interest income are relative to results in a base rate scenario where current market rates are assumed to remain unchanged over the forecast horizon.

When forecasting net interest income, we make assumptions about interest rates and the shape of the yield curve, the volume and characteristics of new business, and the behavior of existing on- and off-balance sheet positions. These assumptions determine the future level of simulated net interest income in the base interest rate scenario and the other interest rate scenarios presented in the following table. These simulations assume that as assets and liabilities mature, they are replaced or repriced at market rates.

The graph below presents the yield curves for the base rate scenario and each of the alternate scenarios one year forward.

LOGO

Our risk position is currently liability sensitive, which has been the objective of our balance sheet management strategies. We believe that we have the deposit funding base and balance sheet flexibility to adjust, where appropriate, to changing interest rates and market conditions.


 

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MARKET RISK MANAGEMENT – TRADING RISK

Our trading activities include customer-driven trading in fixed income securities, equities, derivatives, and foreign exchange contracts. They also include the underwriting of fixed income and equity securities and proprietary trading.

We use value-at-risk (“VaR”) as the primary means to measure and monitor market risk in trading activities. The Risk Committee of the Board establishes an enterprise-wide VaR limit on our trading activities.

During the first quarter of 2008, our VaR ranged between $9.4 million and $13.8 million, averaging $11.7 million. During the first quarter of 2007, our VaR ranged between $6.1 million and $8.4 million, averaging $7.2 million. The increase in VaR compared with the first quarter of 2007 reflected ongoing market volatility.

To help ensure the integrity of the models used to calculate VaR for each portfolio and enterprise-wide, we use a process known as backtesting. The backtesting process consists of comparing actual observations of trading-related gains or losses against the VaR levels that were calculated at the close of the prior day. Under typical market conditions, we would expect an average of two to three instances a year in which actual losses exceeded the prior day VaR measure at the enterprise-wide level. As a result of increased volatility in certain markets, there were five such instances during the first three months of 2008.

The following graph shows a comparison of enterprise-wide trading-related gains and losses against prior day VaR for the period.

LOGO

Total trading revenue for the first three months of 2008 and 2007 was as follows:

 

Three months ended March 31 – in millions    2008     2007

Net interest income

   $ 16      

Noninterest income

     (76 )   $ 52

Total trading revenue

   $ (60 )   $ 52

Securities and financial derivatives (a)

   $ (76 )   $ 38

Foreign exchange

     16       14

Total trading revenue

   $ (60 )   $ 52
(a) Includes changes in fair value for certain loans accounted for at fair value.

 

Trading losses for the first quarter of 2008 were primarily related to our proprietary trading activities and reflected the negative impact of a very illiquid market during the quarter on the assets that we held. In response to first quarter 2008 market volatility, in April 2008 we substantially reduced our trading positions and increased our hedges in connection with these activities.

Average trading assets and liabilities consisted of the following:

 

Three months ended March 31 - in millions    2008    2007

Trading assets

       

Securities (a)

   $ 3,872    $ 1,569

Resale agreements (b)

     2,129      820

Financial derivatives (c)

     2,808      1,115

Loans at fair value (c)

     114      193

Total trading assets

   $ 8,923    $ 3,697

Trading liabilities

       

Securities sold short (d)

   $ 2,127    $ 1,264

Repurchase agreements and other borrowings (e)

     661      363

Financial derivatives (f)

     2,856      1,126

Borrowings at fair value (f)

     30      39

Total trading liabilities

   $ 5,674    $ 2,792
(a) Included in Interest-earning assets-Other on the Average Consolidated Balance
        Sheet And Net Interest Analysis.
(b) Included in Federal funds sold and resale agreements.
(c) Included in Noninterest-earning assets-Other.
(d) Included in Borrowed funds – Other.
(e) Included in Borrowed funds – Repurchase agreements and Other.
(f) Included in Accrued expenses and other liabilities.

MARKET RISK MANAGEMENT – EQUITY AND OTHER INVESTMENT RISK

Equity investment risk is the risk of potential losses associated with investing in both private and public equity markets.

BlackRock

PNC owns approximately 43 million shares of BlackRock common stock, accounted for under the equity method. Our total investment in BlackRock was $4.2 billion at March 31, 2008 compared with $4.1 billion at December 31, 2007. The market value of our investment in BlackRock was $8.8 billion at March 31, 2008. The primary risk measurement, similar to other equity investments, is economic capital.

Low Income Housing Projects And Historic Tax Credits

Included in our equity investments are limited partnerships that sponsor affordable housing projects. These investments, consisting of partnerships accounted for under the equity method as well as equity investments held by consolidated partnerships, totaled $1.0 billion at both March 31, 2008 and December 31, 2007. PNC’s equity investment at risk was $194 million at March 31, 2008 compared with $188 million at year-end 2007. We also had commitments to make additional equity investments in affordable housing limited


 

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partnerships of $90 million at March 31, 2008 compared with $98 million at December 31, 2007.

At March 31, 2008 historic tax credit investments totaled $11 million with unfunded commitments related to these investments of $23 million. The comparable amounts at December 31, 2007 were $13 million and $26 million.

Private Equity

The private equity portfolio is comprised of equity and mezzanine investments that vary by industry, stage and type of investment. At March 31, 2008, private equity investments carried at estimated fair value totaled $557 million compared with $561 million at December 31, 2007. As of March 31, 2008, $272 million was invested directly in a variety of companies and $285 million was invested in various limited partnerships. Included in direct investments are investment activities of two private equity funds that are consolidated for financial reporting purposes. The minority and noncontrolling interests of these funds totaled $92 million as of March 31, 2008. Our unfunded commitments related to private equity totaled $273 million at March 31, 2008 and $270 million at December 31, 2007.

Other Investments

We also make investments in affiliated and non-affiliated funds with both traditional and alternative investment strategies. The economic values could be driven by either the fixed-income market or the equity markets, or both. At March 31, 2008, other investments totaled $467 million compared with $389 million at December 31, 2007. Our unfunded commitments related to other investments totaled $62 million at March 31, 2008 compared with $79 million at December 31, 2007. Other investments and related unfunded commitments include those related to Steel City Capital Funding LLC as further described in Note 15 Commitments And Guarantees in the Notes To Consolidated Financial Statements included in this Report.

COMMITMENTS

The following tables set forth contractual obligations and various other commitments representing required and potential cash outflows as of March 31, 2008.

Contractual Obligations

 

March 31, 2008 – in millions    Total

Remaining contractual maturities of time deposits

   $ 22,842

Borrowed funds

     32,779

Minimum annual rentals on noncancellable leases

     1,262

Nonqualified pension and post-retirement benefits

     314

Purchase obligations (a)

     447

Total contractual cash obligations

   $ 57,644
(a) Includes purchase obligations for goods and services covered by noncancellable contracts and contracts including cancellation fees.

 

Other Commitments (a)

 

March 31, 2008 – in millions    Total

Loan commitments

   $ 52,426

Standby letters of credit (b)

     5,172

Other commitments (c)

     448

Total commitments

   $ 58,046
(a) Other commitments are funding commitments that could potentially require performance in the event of demands by third parties or contingent events. Loan commitments are reported net of participations, assignments and syndications.
(b) Includes $2.0 billion of 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.

FINANCIAL DERIVATIVES

We use a variety of financial derivatives as part of the overall asset and liability risk management process to help manage interest rate, market and credit risk inherent in our business activities. Substantially all such instruments are used to manage risk related to changes in interest rates. Interest rate and total return swaps, interest rate caps and floors and futures contracts are the primary instruments we use for interest rate risk management.

Financial derivatives involve, to varying degrees, interest rate, market and credit risk. For interest rate swaps and total return swaps, options and futures contracts, only periodic cash payments and, with respect to options, premiums are exchanged. Therefore, cash requirements and exposure to credit risk are significantly less than the notional amount on these instruments. Further information on our financial derivatives is presented in Note 1 Accounting Policies and Note 10 Financial Derivatives in the Notes To Consolidated Financial Statements included in this Report.

Not all elements of interest rate, market and credit risk are addressed through the use of financial or other derivatives, and such instruments may be ineffective for their intended purposes due to unanticipated market characteristics, among other reasons.


 

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The following tables provide the notional or contractual amounts and estimated net fair value of financial derivatives used for risk management and designated as accounting hedges or free-standing derivatives at March 31, 2008 and December 31, 2007. Weighted-average interest rates presented are based on contractual terms, if fixed, or the implied forward yield curve at each respective date, if floating.

Financial Derivatives - 2008

 

   Notional/

Contract
Amount

   Estimated
Net Fair
Value
 
 
 
   Weighted-

Average
Maturity

   Weighted-Average

Interest Rates

 

 

March 31, 2008 – dollars in millions

            Paid     Received  

Accounting Hedges

               

Interest rate risk management

             

Asset rate conversion

             

Interest rate swaps (a)

             

Receive fixed

   $10,056    $570      3 yrs. 10 mos.    3.53 %   5.15 %

Liability rate conversion

             

Interest rate swaps (a)

             

Receive fixed

   9,415    563      5 yrs.    3.11     5.08  

Total interest rate risk management

   19,471    1,133          

Total accounting hedges (b)

   $19,471    $1,133          

Free-Standing Derivatives

               

Customer-related

             

Interest rate

             

Swaps (c)

   $68,789    $(101 )    5 yrs. 3 mos.    3.76 %   3.77 %

Caps/floors

             

Sold (c)

   2,992    (12 )    6 yrs. 1 mo.    NM     NM  

Purchased

   2,399    15      3 yrs. 8 mos.    NM     NM  

Futures (c)

   4,530    (7 )    11 mos.    NM     NM  

Foreign exchange (c)

   8,759    (2 )    7 mos.    NM     NM  

Equity (c)

   1,345    (47 )    1 yr. 6 mos.    NM     NM  

Swaptions

   3,627    71      13 yrs. 6 mos.    NM     NM  

Total customer-related

   92,441    (83 )        

Other risk management and proprietary

             

Interest rate

             

Swaps (c) (d)

   37,928    (182 )    5 yrs. 7 mos.    3.60 %   3.55 %

Caps/floors

             

Sold (c)

   1,850    (18 )    1 yr. 3 mos.    NM     NM  

Purchased

   2,060    37      1 yr. 7 mos.    NM     NM  

Futures (c)

   23,647    (13 )    1 yr. 3 mos.    NM     NM  

Foreign exchange

   13,914    1      4 yrs. 1 mo.    NM     NM  

Credit derivatives

   5,607    139      14 yrs. 7 mos.    NM     NM  

Risk participation agreements

   1,233       4 yrs. 5 mos.    NM     NM  

Commitments related to mortgage-related assets

   2,930    2      5 mos.    NM     NM  

Options

             

Futures

   32,811    15      5 mos.    NM     NM  

Swaptions

   11,473    (30 )    8 yrs.    NM     NM  

Other (e)

   503    (162 )    NM    NM     NM  

Total other risk management and proprietary

   133,956    (211 )        

Total free-standing derivatives

   $226,397    $(294 )                  
(a) The floating rate portion of interest rate contracts is based on money-market indices. As a percent of notional amount, 48% were based on 1-month LIBOR, 41% on 3-month LIBOR and 11% on Prime Rate.
(b) Fair value amount includes net accrued interest receivable of $139 million.
(c) The increase in the negative fair values from December 31, 2007 to March 31, 2008 for equity, interest rate contracts and foreign exchange were due to the changes in fair values of the existing contracts along with new contracts entered into during 2008.
(d) Due to the adoption of SFAS 159 as of January 1, 2008, we discontinued hedge accounting with our commercial mortgage banking pay fixed interest rate swaps; therefore, the fair value of these are now reported in this category.
(e) Relates to PNC’s obligation to help fund certain BlackRock LTIP programs and to certain customer-related derivatives. Additional information regarding the BlackRock/MLIM transaction and our BlackRock LTIP shares obligation is included in Note 2 Acquisitions and Divestitures included in the Notes To Consolidated Financial Statements in Item 8 of our 2007 Form 10-K.

NM Not meaningful

 

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Financial Derivatives - 2007

 

    

Notional/

Contract
Amount

  

Estimated

Net

Fair
Value

   

Weighted-

Average
Maturity

  

Weighted-
Average

Interest Rates

 
December 31, 2007 – dollars in millions            Paid     Received  

Accounting Hedges

              

Interest rate risk management

              

Asset rate conversion

              

Interest rate swaps (a)

Receive fixed

   $ 7,856    $ 325     4 yrs. 2 mos.    4.28 %   5.34 %

Liability rate conversion

              

Interest rate swaps (a)

Receive fixed

     9,440      269     4 yrs. 10 mos.    4.12     5.09  

Total interest rate risk management

     17,296      594           

Commercial mortgage banking risk management
Pay fixed interest rate swaps (a)

     1,128      (79 )   8 yrs. 8 mos.    5.45     4.52  

Total accounting hedges (b)

   $ 18,424    $ 515                   

Free-Standing Derivatives

              

Customer-related

              

Interest rate

              

Swaps (c)

   $ 61,768    $ (39 )   5 yrs. 4 mos.    4.46 %   4.49 %

Caps/floors

              

Sold (c)

     2,837      (5 )   6 yrs. 5 mos.    NM     NM  

Purchased

     2,356      7     3 yrs. 7 mos.    NM     NM  

Futures (c)

     5,564      (6 )   8 mos.    NM     NM  

Foreign exchange

     7,028      8     7 mos.    NM     NM  

Equity (c)

     1,824      (69 )   1 yr. 5 mos.    NM     NM  

Swaptions

     3,490      40     13 yrs. 10 mos.    NM     NM  

Other

     200            10 yrs. 6 mos.    NM     NM  

Total customer-related

     85,067      (64 )         

Other risk management and proprietary

              

Interest rate

              

Swaps

     41,247      6     4 yrs. 5 mos.    4.44 %   4.47 %

Caps/floors

              

Sold (c)

     6,250      (82 )   2 yrs. 1 mo.    NM     NM  

Purchased

     7,760      117     1 yr. 11 mos.    NM     NM  

Futures (c)

     43,107      (15 )   1 yr. 7 mos.    NM     NM  

Foreign exchange

     8,713      5     6 yrs. 8 mos.    NM     NM  

Credit derivatives

     5,823      42     12 yrs. 1 mo.    NM     NM  

Risk participation agreements

     1,183      4 yrs. 6 mos.    NM     NM  

Commitments related to mortgage-related assets

     3,190      10     4 mos.    NM     NM  

Options

              

Futures

     39,158      (2 )   8 mos.    NM     NM  

Swaptions

     21,800      49     8 yrs. 1 mo.    NM     NM  

Other (d)

     442      (201 )   NM    NM     NM  

Total other risk management and proprietary

     178,673      (71 )         

Total free-standing derivatives

   $ 263,740    $ (135 )                 
(a) The floating rate portion of interest rate contracts is based on money-market indices. As a percent of notional amount, 52% were based on 1-month LIBOR, 43% on 3-month LIBOR and 5% on Prime Rate.
(b) Fair value amount includes net accrued interest receivable of $130 million.
(c) The increases in the negative fair values from December 31, 2006 to December 31, 2007 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 our BlackRock LTIP shares obligation is included in Note 2 Acquisitions and Divestitures included in the Notes to Consolidated Financial Statements in Item 8 of our 2007 Form 10-K.

NM Not meaningful

 

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INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES

As of March 31, 2008, we performed an evaluation under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures and of changes in our internal control over financial reporting.

Based on that evaluation, our management, including the Chairman and Chief Executive Officer and the Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2008, and that there has been no change in internal control over financial reporting that occurred during the first quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

GLOSSARY OF TERMS

Accounting/administration net fund assets - Net domestic and foreign fund investment assets for which we provide accounting and administration services. We do not include these assets on our Consolidated Balance Sheet.

Adjusted average total assets - Primarily comprised of total average quarterly (or annual) assets plus (less) unrealized losses (gains) on available for sale debt securities, less goodwill and certain other intangible assets (net of eligible deferred taxes).

Annualized - Adjusted to reflect a full year of activity.

Assets under management - Assets over which we have sole or shared investment authority for our customers/clients. We do not include these assets on our Consolidated Balance Sheet.

Basis point - One hundredth of a percentage point.

Charge-off - Process of removing a loan or portion of a loan from our balance sheet because it is considered uncollectible. We also record a charge-off when a loan is transferred to held for sale by reducing the carrying amount by the allowance for loan losses associated with such loan or if the market value is less than its carrying amount.

Common shareholders’ equity to total assets - Common shareholders’ equity divided by total assets. Common shareholders’ equity equals total shareholders’ equity less the liquidation value of preferred stock.

Credit derivatives - Contractual agreements, primarily credit default swaps, that provide protection against a credit event of one or more referenced credits. The nature of a credit event is established by the protection buyer and protection seller at the inception of a transaction, and such events include bankruptcy,

insolvency and failure to meet payment obligations when due. The buyer of the credit derivative pays a periodic fee in return for a payment by the protection seller upon the occurrence, if any, of a credit event.

Credit spread - The difference in yield between debt issues of similar maturity. The excess of yield attributable to credit spread is often used as a measure of relative creditworthiness, with a reduction in the credit spread reflecting an improvement in the borrower’s perceived creditworthiness.

Custody assets - Investment assets held on behalf of clients under safekeeping arrangements. We do not include these assets on our Consolidated Balance Sheet. Investment assets held in custody at other institutions on our behalf are included in the appropriate asset categories on the Consolidated Balance Sheet as if physically held by us.

Derivatives - Financial contracts whose value is derived from publicly traded securities, interest rates, currency exchange rates or market indices. Derivatives cover a wide assortment of financial contracts, including forward contracts, futures, options and swaps.

Duration of equity - An estimate of the rate sensitivity of our economic value of equity. A negative duration of equity is associated with asset sensitivity (i.e., positioned for rising interest rates), while a positive value implies liability sensitivity (i.e., positioned for declining interest rates). For example, if the duration of 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; trading securities and other short-term investments; loans held for sale; loans, net of unearned income; securities; and certain other assets.

Economic capital - Represents the amount of resources that a business segment should hold to guard against potentially large losses that could cause insolvency. It is based on a measurement of economic risk, as opposed to risk as defined by regulatory bodies. The economic capital measurement process involves converting a risk distribution to the capital that is required to support the risk, consistent with our target credit rating. As such, economic risk serves as a “common currency” of risk that allows us to compare different risks on a similar basis.

Effective duration - A measurement, expressed in years, that, when multiplied by a change in interest rates, would approximate the percentage change in value of on- and off- balance sheet positions.

Efficiency - Noninterest expense divided by the sum of net interest income (GAAP basis) and noninterest income.

Fair value - The price that would be received to sell an asset or the price paid to transfer a liability on the measurement date using the principal or most advantageous market for the asset


 

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or liability in an orderly transaction between willing market participants.

Foreign exchange contracts - Contracts that provide for the future receipt and delivery of foreign currency at previously agreed-upon terms.

Funds transfer pricing - A management accounting methodology designed to recognize the net interest income effects of sources and uses of funds provided by the assets and liabilities of a business segment. We assign these balances LIBOR-based funding rates at origination that represent the interest cost for us to raise/invest funds with similar maturity and repricing structures.

Futures and forward contracts - Contracts in which the buyer agrees to purchase and the seller agrees to deliver a specific financial instrument at a predetermined price or yield. May be settled either in cash or by delivery of the underlying financial instrument.

GAAP - Accounting principles generally accepted in the United States of America.

Interest rate floors and caps - Interest rate protection instruments that involve payment from the protection seller to the protection buyer of an interest differential, which represents the difference between a short-term rate (e.g., three-month LIBOR) and an agreed-upon rate (the strike rate) applied to a notional principal amount.

Interest rate swap contracts - Contracts that are entered into primarily as an asset/liability management strategy to reduce interest rate risk. Interest rate swap contracts are exchanges of interest rate payments, such as fixed-rate payments for floating-rate payments, based on notional principal amounts.

Intrinsic value - The amount by which the fair value of an underlying stock exceeds the exercise price of an option on that stock.

Leverage ratio - Tier 1 risk-based capital divided by adjusted average total assets.

Net interest income from loans and deposits - A management accounting assessment, using funds transfer pricing methodology, of the net interest contribution from loans and deposits.

Net interest margin - Annualized taxable-equivalent net interest income divided by average earning assets.

Nondiscretionary assets under administration - Assets we hold for our customers/clients in a non-discretionary, custodial capacity. We do not include these assets on our Consolidated Balance Sheet.

Noninterest income to total revenue - Noninterest income divided by the sum of net interest income (GAAP basis) and noninterest income.

 

Nonperforming assets - Nonperforming assets include nonaccrual loans, troubled debt restructured loans, foreclosed assets and other assets. We do not accrue interest income on assets classified as nonperforming.

Nonperforming loans - Nonperforming loans include loans to commercial, commercial real estate, lease financing, consumer, and residential mortgage customers as well as troubled debt restructured loans. Nonperforming loans do not include loans held for sale or foreclosed and other assets. We do not accrue interest income on loans classified as nonperforming.

Notional amount - - A number of currency units, shares, or other units specified in a derivatives contract.

Operating leverage - The period to period percentage change in total revenue (GAAP basis) less the percentage change in noninterest expense. A positive percentage indicates that revenue growth exceeded expense growth (i.e., positive operating leverage) while a negative percentage implies expense growth exceeded revenue growth (i.e., negative operating leverage).

Options - Contracts that grant the purchaser, for a premium payment, the right, but not the obligation, to either purchase or sell the associated financial instrument at a set price during a period or at a specified date in the future.

Recovery - Cash proceeds received on a loan that we had previously charged off. We credit the amount received to the allowance for loan and lease losses.

Return on average assets - Annualized net income divided by average assets.

Return on average capital - Annualized net income divided by average capital.

Return on average common shareholders’ equity - Annualized net income divided by average common shareholders’ equity.

Return on average tangible common shareholders’ equity - Annualized net income divided by average common shareholders’ equity less goodwill and other intangible assets (net of deferred taxes for both taxable and nontaxable combinations), and excluding loan servicing rights.

Risk-weighted assets - Primarily computed by the assignment of specific risk-weights (as defined by the Board of Governors of the Federal Reserve System) to assets and off-balance sheet instruments.

Securitization - The process of legally transforming financial assets into securities.

Swaptions - Contracts that grant the purchaser, for a premium payment, the right, but not the obligation, to enter into an interest rate swap agreement during a period or at a specified date in the future.


 

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Tangible common equity ratio - Period-end common shareholders’ equity less goodwill and other intangible assets (net of deferred taxes), and excluding loan servicing rights, divided by period-end assets less goodwill and other intangible assets (net of deferred taxes), and excluding loan servicing rights.

Taxable-equivalent interest - The interest income earned on certain assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of yields and margins for all interest-earning assets, we also provide revenue on a taxable- equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on other taxable investments. This adjustment is not permitted under GAAP on the Consolidated Income Statement.

Tier 1 risk-based capital - Tier 1 risk-based capital equals: total shareholders’ equity, plus trust preferred capital securities, plus certain minority interests that are held by others; less goodwill and certain other intangible assets (net of eligible deferred taxes relating to nontaxable combinations), less equity investments in nonfinancial companies and less net unrealized holding losses on available for sale equity securities. Net unrealized holding gains on available for sale equity securities, net unrealized holding gains (losses) on available for sale debt securities and net unrealized holding gains (losses) on cash flow hedge derivatives are excluded from total shareholders’ equity for Tier 1 risk-based capital purposes.

Tier 1 risk-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 swap - A non-traditional swap where one party agrees to pay the other the “total return” of a defined underlying asset (e.g., a loan), usually in return for receiving a stream of LIBOR-based cash flows. The total returns of the asset, including interest and any default shortfall, are passed through to the counterparty. The counterparty is therefore assuming the credit and economic risk of the underlying asset.

Total risk-based capital - Tier 1 risk-based capital plus qualifying subordinated debt and trust preferred securities, other minority interest not qualified as Tier 1, and the allowance for loan and lease losses, subject to certain limitations.

Total risk-based capital ratio - Total risk-based capital divided by period-end risk-weighted assets.

Transaction deposits - The sum of money market and interest-bearing demand deposits and demand and other noninterest-bearing deposits.

Value-at-risk (“VaR”) - A statistically-based measure of risk which describes the amount of potential loss which may be

incurred due to severe and adverse market movements. The measure is of the maximum loss which should not be exceeded on 99 out of 100 days.

Yield curve - A graph showing the relationship between the yields on financial instruments or market indices of the same credit quality with different maturities. For example, a “normal” or “positive” yield curve exists when long-term bonds have higher yields than short-term bonds. A “flat” yield curve exists when yields are the same for short-term and long-term bonds. A “steep” yield curve exists when yields on long-term bonds are significantly higher than on short-term bonds. An “inverted” or “negative” yield curve exists when short-term bonds have higher yields than long-term bonds.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Report, and we may from time to time make other statements, regarding our outlook or expectations for earnings, revenues, expenses and/or other matters regarding or affecting PNC that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “will,” “project” and other similar words and expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements, and future results could differ materially from our historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties. We provide greater detail regarding some of these factors in our 2007 Form 10-K and elsewhere in this Report, including in the Risk Factors and Risk Management sections of these reports. Our forward-looking statements may also be subject to other risks and uncertainties, including those discussed elsewhere in this Report or in our other filings with the SEC.

 

   

Our businesses and financial results are affected by business and economic conditions, both generally and specifically in the principal markets in which we operate. In particular, our businesses and financial results may be impacted by:

   

Changes in interest rates and valuations in the debt, equity and other financial markets.

   

Disruptions in the liquidity and other functioning of financial markets, including such disruptions in the markets for real estate and other assets commonly securing financial products.


 

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Actions by the Federal Reserve and other government agencies, including those that impact money supply and market interest rates.

   

Changes in our customers’, suppliers’ and other counterparties’ performance in general and their creditworthiness in particular.

   

Changes in customer preferences and behavior, whether as a result of changing business and economic conditions or other factors.

   

A continuation of recent turbulence in significant portions of the global financial markets could impact our performance, both directly by affecting our revenues and the value of our assets and liabilities and indirectly by affecting the economy generally.

   

Given current economic and financial market conditions, our forward-looking financial statements are subject to the risk that these conditions will be substantially different than we are currently expecting. These statements are based on our current expectations that interest rates will remain low through 2008 with continued wide market credit spreads and our view that national economic conditions currently point toward a mild recession.

   

Our operating results are affected by our liability to provide shares of BlackRock common stock 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 shares are transferred for payouts under the LTIP programs.

   

Legal and regulatory developments could have an impact on our ability to operate our businesses or our financial condition or results of operations or our competitive position or reputation. Reputational impacts, in turn, could affect matters such as business generation and retention, our ability to attract and retain management, liquidity, and funding. These legal and regulatory developments could include: (a) the unfavorable resolution of legal proceedings or regulatory and other governmental inquiries; (b) increased litigation risk from recent regulatory and other governmental developments; (c) the results of the regulatory examination process, our failure to satisfy the requirements of agreements with governmental agencies, and regulators’ future use of supervisory and enforcement tools; (d) legislative and regulatory reforms, including changes to laws and regulations involving tax, pension, education lending, and the protection of confidential customer information; and (e) changes in accounting policies and principles.

   

Our business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through the effective use of third-party

 

insurance, derivatives, and capital management techniques.

   

The adequacy of our intellectual property protection, and the extent of any costs associated with obtaining rights in intellectual property claimed by others, can impact our business and operating results.

   

Our ability to anticipate and respond to technological changes can have an impact on our ability to respond to customer needs and to meet competitive demands.

   

Our ability to implement our business initiatives and strategies could affect our financial performance over the next several years.

   

Competition can have an impact on customer acquisition, growth and retention, as well as on our credit spreads and product pricing, which can affect market share, deposits and revenues.

   

Our business and operating results can also be affected by widespread natural disasters, terrorist activities or international hostilities, either as a result of the impact on the economy and capital and other financial markets generally or on us or on our customers, suppliers or other counterparties specifically.

   

Also, risks and uncertainties that could affect the results anticipated in forward-looking statements or from historical performance relating to our equity interest in BlackRock, Inc. are discussed in more detail in BlackRock’s filings with the SEC, including in the Risk Factors sections of BlackRock’s reports. BlackRock’s SEC filings are accessible on the SEC’s website and on or through BlackRock’s website at www.blackrock.com.

We grow our business from time to time by acquiring other financial services companies. Acquisitions in general present us with risks in addition to those presented by the nature of the business acquired. In particular, acquisitions may be substantially more expensive to complete (including as a result of costs incurred in connection with the integration of the acquired company) and the anticipated benefits (including anticipated cost savings and strategic gains) may be significantly harder or take longer to achieve than expected. In some cases, acquisitions involve our entry into new businesses or new geographic or other markets, and these situations also present risks resulting from our inexperience in these new areas. As a regulated financial institution, our pursuit of attractive acquisition opportunities could be negatively impacted due to regulatory delays or other regulatory issues. Regulatory and/or legal issues related to the pre-acquisition operations of an acquired business may cause reputational harm to PNC following the acquisition and integration of the acquired business into ours and may result in additional future costs arising as a result of those issues. Our recent acquisition of Sterling presents regulatory and litigation risk, as a result of financial irregularities at Sterling’s commercial finance subsidiary, that may impact our financial results.


 

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CONSOLIDATED INCOME STATEMENT

THE PNC FINANCIAL SERVICES GROUP, INC.

 

In millions, except per share data      Three months ended March 31  
Unaudited          2008              2007      

Interest Income

         

Loans

     $ 1,071      $ 896  

Securities available for sale

       404        310  

Other

       144        109  

Total interest income

       1,619        1,315  

Interest Expense

         

Deposits

       450        468  

Borrowed funds

       315        224  

Total interest expense

       765        692  

Net interest income

       854        623  

Noninterest Income

         

Fund servicing

       228        203  

Asset management

       212        165  

Consumer services

       170        157  

Corporate services

       164        159  

Service charges on deposits

       82        77  

Net securities gains (losses)

       41        (3 )

Other

       70        233  

Total noninterest income

       967        991  

Total revenue

       1,821        1,614  

Provision for credit losses

       151        8  

Noninterest Expense

         

Personnel

       544        490  

Occupancy

       95        87  

Equipment

       82        71  

Marketing

       22        21  

Other

       299        275  

Total noninterest expense

       1,042        944  

Income before income taxes

       628        662  

Income taxes

       251        203  

Net income

     $ 377      $ 459  

Earnings Per Common Share

         

Basic

     $ 1.11      $ 1.49  

Diluted

     $ 1.09      $ 1.46  

Average Common Shares Outstanding

         

Basic

       339        308  

Diluted

       342        312  

See accompanying Notes To Consolidated Financial Statements.

 

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CONSOLIDATED BALANCE SHEET

THE PNC FINANCIAL SERVICES GROUP, INC.

 

In millions, except par value

Unaudited

   March 31
2008
    December 31
2007
 

Assets

    

Cash and due from banks

   $ 3,934     $ 3,567  

Federal funds sold and resale agreements (includes $1,032 measured
at fair value at March 31, 2008) (a)

     2,157       2,729  

Trading securities and other short-term investments

     3,987       4,129  

Loans held for sale (includes $2,068 measured
at fair value at March 31, 2008) (a)

     2,516       3,927  

Securities available for sale

     28,581       30,225  

Loans, net of unearned income of $951 and $990

     70,802       68,319  

Allowance for loan and lease losses

     (865 )     (830 )

Net loans

     69,937       67,489  

Goodwill

     8,244       8,405  

Other intangible assets

     1,105       1,146  

Equity investments

     6,187       6,045  

Other

     13,343       11,258  

Total assets

   $ 139,991     $ 138,920  

Liabilities

    

Deposits

    

Noninterest-bearing

   $ 19,176     $ 19,440  

Interest-bearing

     61,234       63,256  

Total deposits

     80,410       82,696  

Borrowed funds

    

Federal funds purchased

     5,154       7,037  

Repurchase agreements

     2,510       2,737  

Federal Home Loan Bank borrowings

     9,663       7,065  

Bank notes and senior debt (includes $11 measured
at fair value at March 31, 2008) (a)

     6,842       6,821  

Subordinated debt

     5,402       4,506  

Other

     3,208       2,765  

Total borrowed funds

     32,779       30,931  

Allowance for unfunded loan commitments and letters of credit

     152       134  

Accrued expenses

     3,878       4,330  

Other

     6,341       4,321  

Total liabilities

     123,560       122,412  

Minority and noncontrolling interests in consolidated entities

     2,008       1,654  

Shareholders’ Equity

    

Preferred stock (b)

    

Common stock - $5 par value

    

Authorized 800 shares, issued 353 shares

     1,764       1,764  

Capital surplus

     2,603       2,618  

Retained earnings

     11,664       11,497  

Accumulated other comprehensive loss

     (779 )     (147 )

Common stock held in treasury at cost: 12 and 12 shares

     (829 )     (878 )

Total shareholders’ equity

     14,423       14,854  

Total liabilities, minority and noncontrolling interests, and shareholders’ equity

   $ 139,991     $ 138,920  

(a) Amounts represent items for which the Corporation has elected the fair value option under SFAS 159.

(b) Less than $.5 million at each date.

See accompanying Notes To Consolidated Financial Statements.

 

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CONSOLIDATED STATEMENT OF CASH FLOWS

THE PNC FINANCIAL SERVICES GROUP, INC.

 

     Three months ended March 31  

In millions

Unaudited

   2008     2007  

Operating Activities

    

Net income

   $ 377     $ 459  

Adjustments to reconcile net income to net cash provided by operating activities

    

Provision for credit losses

     151       8  

Depreciation, amortization and accretion

     92       77  

Deferred income taxes (benefit)

     (7 )     45  

Net securities (gains) losses

     (41 )     3  

Valuation adjustments

     108    

Net gains related to BlackRock

     (40 )     (52 )

Undistributed earnings of BlackRock

     (63 )     (37 )

Visa redemption gain

     (95 )  

Excess tax benefits from share-based payment arrangements

     (3 )     (8 )

Loans held for sale

     (549 )     (27 )

Trading securities and other short-term investments

     204       703  

Other assets

     (1,461 )     435  

Accrued expenses and other liabilities

     2,088       (486 )

Other

     (55 )     (69 )

Net cash provided by operating activities

     706       1,051  

Investing Activities

    

Repayment of securities

     1,130       1,167  

Sales

    

Securities

     2,363       3,425  

Visa shares

     95    

Loans

     24       162  

Purchases

    

Securities

     (3,055 )     (6,218 )

Loans

     (104 )     (784 )

Net change in

    

Loans

     (823 )     (216 )

Federal funds sold and resale agreements

     601       (30 )

Net cash received from Hilliard Lyons divestiture

     377    

Net cash paid for Mercantile acquisition

       (1,890 )

Other

     (242 )     (129 )

Net cash provided (used) by investing activities

     366       (4,513 )

Financing Activities

    

Net change in

    

Noninterest-bearing deposits

     (264 )     (839 )

Interest-bearing deposits

     (2,024 )     (515 )

Federal funds purchased

     (1,883 )     2,720  

Repurchase agreements

     (229 )     (198 )

Federal Home Loan Bank short-term borrowings

     (2,000 )  

Other short-term borrowed funds

     284       697  

Sales/issuances

    

Bank notes and senior debt

     825       1,273  

Subordinated debt

     759       595  

Federal Home Loan Bank long-term borrowings

     4,500    

Other long-term borrowed funds

     24       62  

Treasury stock

     56       92  

Perpetual trust securities

     369       490  

Repayments/maturities

    

Bank notes and senior debt

     (850 )     (575 )

Subordinated debt

       (228 )

Federal Home Loan Bank long-term borrowings

       (7 )

Other long-term borrowed funds

     (12 )     (93 )

Excess tax benefits from share-based payment arrangements

     3       8  

Acquisition of treasury stock

     (48 )     (148 )

Cash dividends paid

     (215 )     (161 )

Net cash provided (used) by financing activities

     (705 )     3,173  

Net Increase (Decrease) In Cash And Due From Banks

     367       (289 )

Cash and due from banks at beginning of period

     3,567       3,523  

Cash and due from banks at end of period

   $ 3,934     $ 3,234  

Cash Paid For

    

Interest

   $ 744     $ 598  

Income taxes

     3       139  

Non-cash Items

    

Issuance of common stock for Mercantile acquisition

       3,787  

Net increase (decrease) in investment in BlackRock

     66       (109 )

Transfer from (to) loans held for sale to (from) loans, net

     1,825       (120 )

Impact 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"

     8       228  

See accompanying Notes To Consolidated Financial Statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THE PNC FINANCIAL SERVICES GROUP, INC.

 

Business

We are one of the largest diversified financial services companies in the United States based on assets, with businesses engaged in:

   

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, Kentucky, and Delaware. We also provide certain fund processing services internationally. We are subject to intense competition from other financial services companies and are subject to regulation by various domestic and international authorities.

NOTE 1 ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION

Our consolidated financial statements include the accounts of the parent company and its subsidiaries, most of which are wholly owned, and certain partnership interests and variable interest entities.

We prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”). We have eliminated intercompany accounts and transactions. We have also reclassified certain prior year amounts to conform with the 2008 presentation. These reclassifications did not have a material impact on our consolidated financial condition or results of operations.

In our opinion, the unaudited interim consolidated financial statements reflect all normal, recurring adjustments needed to present fairly our results for the interim periods.

When preparing these unaudited interim consolidated financial statements, we have assumed that you have read the audited consolidated financial statements included in our 2007 Annual Report on Form 10-K (“2007 Form 10-K”).

USE OF ESTIMATES

We prepare the consolidated financial statements using financial information available at the time, which requires us to make estimates and assumptions that affect the amounts reported. Actual results may differ from these estimates and the differences may be material to the consolidated financial statements.

BUSINESS COMBINATIONS

We record the net assets of companies that we acquire at their estimated fair value at the date of acquisition and we include

the results of operations of the acquired companies in our consolidated income statement from the date of acquisition. We recognize as goodwill the excess of the acquisition price over the estimated fair value of the net assets acquired.

SPECIAL PURPOSE ENTITIES

Special purpose entities are defined as legal entities structured for a particular purpose. We use special purpose entities in various legal forms to conduct normal business activities. We review the structure and activities of special purpose entities for possible consolidation under the guidance contained in Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (Revised 2003), “Consolidation of Variable Interest Entities” (“FIN 46R”) and Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” as appropriate.

A variable interest entity (“VIE”) is a corporation, partnership, limited liability company, or any other legal structure used to conduct activities or hold assets that either:

   

Does not have equity investors with voting rights that can directly or indirectly make decisions about the entity’s activities through those voting rights or similar rights, or

   

Has equity investors that do not provide sufficient equity for the entity to finance its activities without additional subordinated financial support.

A VIE often holds financial assets, including loans, or receivables, real estate or other property.

Based on the guidance contained in FIN 46(R), we consolidate a VIE if we are considered to be its primary beneficiary. The primary beneficiary, determined based on variability of expected cash flows, will absorb the majority of the expected losses from the VIE’s activities, is entitled to receive a majority of the entity’s residual returns, or both. Upon consolidation of a VIE, we recognize all of the VIE’s assets, liabilities and noncontrolling interests. See Note 6 Variable Interest Entities for information about VIEs that we do not consolidate but in which we hold a significant variable interest.

REVENUE RECOGNITION

We earn net interest and noninterest income from various sources, including:

   

Lending,

   

Securities portfolio,

   

Asset management and fund servicing,

   

Customer deposits,

   

Loan servicing,

   

Brokerage services, and

   

Securities and derivatives trading activities, including foreign exchange.


 

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We also earn revenue from selling loans and securities, and we recognize income or loss from certain private equity activities.

We earn fees and commissions from:

   

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 earned on interest-earning assets is recognized based on the effective yield of the financial instrument.

Asset management fees are generally based on a percentage of the fair value of the assets under management and performance fees are generally based on a percentage of the returns on such assets. Certain performance fees are earned upon attaining specified investment return thresholds and are recorded as earned. The caption asset management also includes our share of the earnings of BlackRock under the equity method of accounting.

Fund servicing fees are primarily based on a percentage of the fair value of the fund assets and the number of shareholder accounts we service.

Service charges on deposit accounts are recognized when earned. Brokerage fees and gains on the sale of securities and certain derivatives are recognized on a trade-date basis.

We record private equity income or loss based on changes in the valuation of the underlying investments or when we dispose of our interest. Dividend income from private equity investments is generally recognized when received and interest income from subordinated debt investments is recorded on an accrual basis.

We recognize revenue from loan servicing, securities, derivatives and foreign exchange trading, and securities underwriting activities as they are earned based on contractual terms, as transactions occur or as services are provided. We recognize any gains from the sale of loans upon cash settlement of the transaction.

In certain circumstances, revenue is reported net of associated expenses in accordance with GAAP.

INVESTMENTS

We have interests in various types of investments. The accounting for these investments is dependent on a number of factors including, but not limited to, items such as:

   

Ownership interest,

   

Our plans for the investment, and

   

The nature of the investment.

 

Investment in BlackRock

We account for our investment in BlackRock under the equity method of accounting. Under the equity method, our investment in BlackRock is reflected on our Consolidated Balance Sheet in the caption equity investments, while our equity in earnings of BlackRock is reported on our Consolidated Income Statement in the caption asset management.

We mark to market our obligation to transfer BlackRock shares related to certain BlackRock long-term incentive plan (“LTIP”) programs. As we transfer the shares for payouts under such LTIP programs, we recognize a gain or loss on those shares. The impact of those transactions is shown on a net basis on our Consolidated Income Statement in other noninterest income. Our obligation to transfer BlackRock shares related to the LTIP programs and the resulting accounting are described in more detail in our 2007 Form 10-K.

Private Equity Investments

We report private equity investments, which include direct investments in companies, interests in limited partnerships, and affiliated partnership interests, at estimated fair values. These estimates are based on available information and may not necessarily represent amounts that we will ultimately realize through distribution, sale or liquidation of the investments. The valuation procedures applied to direct investments include techniques such as multiples of adjusted earnings of the entity, independent appraisals, anticipated financing and sale transactions with third parties, or the pricing used to value the entity in a recent financing transaction. We value affiliated partnership interests based on the underlying investments of the partnership using procedures consistent with those 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 private equity investments are recognized in other noninterest income.

We consolidate private equity investments when we are the general partner in a limited partnership and have determined that we have control of the partnership. The portion we do not own is reflected in the caption minority and noncontrolling interests in consolidated entities on the Consolidated Balance Sheet.

Equity Securities and Partnership Interests

We account for equity securities and equity investments other than BlackRock and private equity investments under one of the following methods:

   

Marketable equity securities are recorded on a trade-date basis and are accounted for based on the securities’ quoted market prices from a national securities exchange. Dividend income on these securities is recognized in net interest income. Those purchased with the intention of recognizing

 


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short-term profits are classified as trading and included in trading securities and other short-term investments. Both realized and unrealized gains and losses on trading securities are included in other noninterest income. Marketable equity securities not classified as trading are designated as securities available for sale with unrealized gains and losses, net of income taxes, reflected in accumulated other comprehensive income (loss). Any unrealized losses that we have determined to be other-than-temporary on securities classified as available for sale are recognized in current period earnings.

   

For investments in limited partnerships, limited liability companies and other investments that are not required to be consolidated, we use either the cost method or the equity method of accounting. We use the cost method for investments in which we are not considered to have influence over the operations of the investee and when cost appropriately reflects our economic interest in the underlying investment. Under the cost method, there is no change to the cost basis unless there is an other-than-temporary decline in value. If the decline is determined to be other than temporary, we write down the cost basis of the investment to a new cost basis that represents realizable value. The amount of the write-down is accounted for as a loss included in other noninterest income. Distributions received from income on cost method investments are included in interest income or noninterest income depending on the type of investment. We use the equity method for all other general and limited partner ownership interests and limited liability company investments. Under the equity method, we record our equity ownership share of net income or loss of the investee in other noninterest income. Investments described above are included in the caption equity investments on the Consolidated Balance Sheet.

Debt Securities

Debt securities are recorded on a trade-date basis. We classify debt securities as held to maturity and carry them at amortized cost if we have the positive intent and ability to hold the securities to maturity. Debt securities that we purchase for short-term appreciation or other trading purposes are carried at market value and classified as short-term investments. Realized and unrealized gains and losses on trading securities are included in other noninterest income. Interest income related to trading securities totaled $44 million in the first quarter of 2008 and $15 million in the first quarter of 2007 and is included in other interest income on the Consolidated Income Statement.

Debt securities not classified as held to maturity or trading are designated as securities available for sale and carried at market value with unrealized gains and losses, net of income taxes, reflected in accumulated other comprehensive income (loss). We review all debt securities that are in an unrealized loss position for other-than-temporary impairment on a

quarterly basis. Declines in the market value of available for sale debt securities that are deemed other-than-temporary are recognized on our Consolidated Income Statement in net securities gains/(losses) in the period in which the determination is made.

We include all interest on debt securities, including amortization of premiums and accretion of discounts using the interest method, in net interest income. We compute gains and losses realized on the sale of debt securities available for sale on a specific security basis and include them in net securities gains (losses).

LOANS AND LEASES

Except as described below, loans held for investment are stated at the principal amounts outstanding, net of unearned income, unamortized deferred fees and costs on originated loans, and premiums or discounts on loans purchased. Interest on performing loans is accrued based on the principal amount outstanding and recorded in interest income as earned using the interest method. Loan origination fees, direct loan origination costs, and loan premiums and discounts are deferred and accreted or amortized into net interest income, over periods not exceeding the contractual life of the loan.

Certain loans are accounted for at fair value in accordance with SFAS 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140,” (“SFAS 155”) with changes in the fair value reported in other noninterest income. The fair value of these loans was $97 million, or less than .5% of the total loan portfolio, at March 31, 2008.

In addition to originating loans, we also acquire loans through portfolio purchases or business acquisitions. For certain acquired loans that experienced a deterioration of credit quality prior to our acquisition, we follow the guidance contained in AICPA Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”). Under SOP 03-3, the excess of the cash flows expected to be collected over the purchase price of the loan at acquisition is accreted into interest income over the remaining life of the loan. Any valuation allowance for these loans reflects only those losses incurred after acquisition. The carrying value of loans accounted for under SOP 03-3 at March 31, 2008 was $44 million, or less than .5% of the total loan portfolio.

We also provide financing for various types of equipment, aircraft, energy and power systems, and rolling stock through a variety of lease arrangements. Direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, less unearned income. Leveraged leases, a form of financing lease, are carried net of nonrecourse debt. We recognize income over the term of the lease using the interest method. Lease residual values are reviewed for other-than-temporary impairment on a quarterly basis. Gains or losses on the sale of leased assets are included in other noninterest income while valuation adjustments on lease residuals are included in other noninterest expense.


 

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LOAN SALES, SECURITIZATIONS AND RETAINED INTERESTS

We recognize the sale of loans or other financial assets when the transferred assets are legally isolated from our creditors and the appropriate accounting criteria are met. We also may sell mortgage and other loans through secondary market securitizations. In certain cases, we may retain a portion or all of the securities issued, interest-only strips, one or more subordinated tranches, servicing rights and, in some cases, cash reserve accounts, all of which are considered retained interests in the transferred assets.

When loans are redesignated from held for investment to held for sale, specific reserves and allocated pooled reserves included in the allowance for loan and lease losses are charged-off and reduce the basis of the loans. Gains or losses recognized on the sale of the loans depend on the allocation of carrying value between the loans sold and the retained interests, based on their fair market values at the date of sale. We generally estimate the fair value of the retained interests based on the present 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 other noninterest income.

Our loan sales and securitizations are generally structured without recourse to us and with no restrictions on the retained interests with the exception of loan sales to certain US government chartered entities.

As a result of our acquisition of the ARCS Commercial Mortgage Co., L.P. (“ARCS”) business in July 2007, we originate, sell and service mortgage loans under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program. Under the provisions of the DUS program, PNC participates in a loss-sharing arrangement with Fannie Mae. PNC participates in a similar program with Freddie Mac. Refer to Note 15 Commitments And Guarantees for more information about our obligations related to sales of loans under these programs.

When we are obligated for loss-sharing or recourse in a sale, our policy is to record such liabilities at fair value upon closing of the transaction based on the guidance contained in FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” or as a contingent liability recognized at inception of the guarantee under SFAS 5, “Accounting for Contingencies.”

SFAS 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140,” requires all newly recognized servicing rights and obligations to be initially measured at fair value. For subsequent measurement of the asset or obligation, the standard permits the election of either the amortization method or the fair value measurement method by class of recognized servicing rights and obligations. For servicing rights and obligations related to

commercial loans and commercial mortgages, we have elected the amortization method. This method requires the amortization of the servicing assets or liabilities in proportion to and over the periods of estimated net servicing income or net servicing loss.

Each quarter, we analyze our servicing assets carried at amortized cost for impairment by categorizing the pools of assets underlying the servicing rights into various stratum. If the carrying amount of a specific asset category exceeds its fair value, a valuation allowance is recorded and reduces other noninterest income.

In securitization transactions, we classify securities retained as debt securities available for sale or other assets, depending on the form of the retained interest. Retained interests that are subject to prepayment risk are reviewed on a quarterly basis for impairment. If the fair value of the retained interests is below its carrying amount and the decline is determined to be other-than-temporary, then the decline is reflected in other noninterest income.

LOANS HELD FOR SALE

We designate loans and related unfunded loan commitments as held for sale when we have a positive intent to sell them. We transfer loans to the loans held for sale category at the lower of cost or fair market value. At the time of transfer, write-downs on the loans and the related unfunded loan commitments are recorded as charge-offs or as a reduction in the liability for unfunded commitments. We establish a new cost basis upon transfer except for certain commercial mortgages held for sale discussed below. Any subsequent lower of cost or market adjustment is determined on an individual loan and unfunded loan commitment basis and is recognized as a valuation allowance with charges included in other noninterest income. Gains or losses on the actual sale of these loans and/or related unfunded loan commitments are included in other noninterest income when realized.

Effective January 1, 2008, we adopted SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (“SFAS 159”), and elected to fair value certain commercial mortgage loans held for sale intended for CMBS securitization. Under SFAS 159, changes in the fair value of these loans are measured and recorded in other noninterest income each period. See Note 6 Fair Value for additional information.

Interest income with respect to loans held for sale classified as performing is accrued based on the principal amount outstanding.

In certain circumstances, loans designated as held for sale may be transferred to the loan portfolio based on a change in strategy. We transfer these loans to the loan portfolio at the lower of cost or fair market value; however, SFAS 159 loans will remain at fair value.


 

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NONPERFORMING ASSETS

Nonperforming assets include:

   

Nonaccrual loans,

   

Troubled debt restructurings, and

   

Foreclosed assets.

Measurement of delinquency and past due status are based on the contractual terms of each loan.

Other than consumer loans, we generally classify loans as nonaccrual when we determine that the collection of interest or principal is doubtful or when a default of interest or principal has existed for 90 days or more and the loans are not well-secured or in the process of collection. When the accrual of interest is discontinued, any accrued but uncollected interest previously included in income is reversed. We charge off small business commercial loans less than $1 million at 120 days after transfer to nonaccrual status. We charge off other nonaccrual loans based on the facts and circumstances of the individual loan.

Most consumer loans are charged off after 120 to 180 days past due and are not placed on nonaccrual status. Consumer loans well-secured by residential real estate, including home equity installment loans and lines of credit, 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 any superior liens. A fair market value assessment of the property is initiated when the loan becomes 80 to 90 days past due. The procedures for foreclosure of these loans is consistent with our general foreclosure process discussed below. The classification of consumer loans well-secured by residential real estate as nonaccrual loans at 12 months past due is consistent with Federal Financial Institutions Examination Council (“FFIEC”) guidelines for consumer loans. We charge off these types of consumer loans based on the facts and circumstances of the individual loan.

Consumer loans in the process of collection but not well-secured are classified as nonaccrual at 120 days past due if they are home equity installment loans and at 180 days past due if they are home equity lines of credit. These loans are recorded at the lower of cost or market value, less liquidation costs, and the unsecured portion of these loans is generally charged off in accordance with FFIEC guidelines for consumer loans. At this time, the remaining portion of the loan is also placed on nonaccrual.

A loan is categorized as a troubled debt restructuring if a significant concession is granted due to deterioration in the financial condition of the borrower.

Nonperforming loans are generally not returned to performing status until the obligation is brought current and the borrower has performed in accordance with the contractual terms for a reasonable period of time and collection of the contractual principal and interest is no longer doubtful. Nonaccrual commercial and commercial real estate loans and troubled

debt restructurings are designated as impaired loans. We recognize interest collected on these loans on the cost recovery method.

Foreclosed assets are comprised of any asset seized or property acquired through a foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure. Depending on various state statutes, legal proceedings are initiated on or about the 65th day of delinquency. If no other remedies arise from the legal proceedings, the final outcome will result in the sheriff’s sale of the property. When PNC acquires the deed, the transfer of loans to other real estate owned (“OREO”) will be completed. These assets are recorded on the date acquired at the lower of the related loan balance or market value of the collateral less estimated disposition costs. We estimate market values primarily based on appraisals, when available, or quoted market prices on liquid assets. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or the current market value less estimated disposition costs. Valuation adjustments on these assets and gains or losses realized from disposition of such property are reflected in other noninterest expense.

ALLOWANCE FOR LOAN AND LEASE LOSSES

We maintain the allowance for loan and lease losses at a level that we believe to be adequate to absorb estimated probable credit losses inherent in the loan portfolio as of the balance sheet date. Our determination of the adequacy of the allowance is based on periodic evaluations of the loan and lease portfolios and other relevant factors. This evaluation is inherently subjective as it requires material estimates, all of which may be susceptible to significant change, including, among others:

   

Probability of default,

   

Loss given default,

   

Exposure at date of default,

   

Amounts and timing of expected future cash flows on impaired loans,

   

Value of collateral,

   

Historical loss experience, and

   

Amounts for changes in economic conditions that may not be reflected in historical results.

In determining the adequacy of the allowance for loan and lease losses, we make specific allocations to impaired loans, allocations to pools of watchlist and non-watchlist loans, and allocations to consumer and residential mortgage loans. We also allocate reserves to provide coverage for probable losses based upon current market results which may not be reflected in historical loss data. While allocations are made to specific loans and pools of loans, the total reserve is available for all credit losses. Specific allocations are made to significant individual impaired loans and are determined in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan,” with impairment measured based on the present value of the loan’s expected cash flows, the loan’s observable market price or the fair value of the loan’s collateral. We establish a specific allowance on all other impaired loans based on their loss given default credit risk rating.


 

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Allocations to loan pools are developed by product and industry with estimated losses based on probability of default and loss given default credit risk ratings by using historical loss trends and our judgment concerning those trends and other relevant factors. These factors may include, among others:

   

Actual versus estimated losses,

   

Regional and national economic conditions, and

   

Industry and portfolio concentrations.

Loss factors are based on industry and/or internal experience and may be adjusted for issues or conditions that, based on our judgment, impact the collectibility of the portfolio as of the balance sheet date. Consumer and residential mortgage loan allocations are made at a total portfolio level based on historical loss experience adjusted for current risk factors.

While our pool reserve methodologies strive to reflect all risk factors, there continues to be a certain element of uncertainty associated with, but not limited to, potential imprecision in the estimation process due to the inherent time lag of obtaining information. We provide additional reserves that are designed to provide coverage for losses attributable to such risks. In addition, these reserves include factors which may not be directly measured in the determination of specific or pooled reserves. These factors include:

   

Credit quality trends,

   

Recent loss experience in particular segments of the portfolio,

   

Ability and depth of lending management, and

   

Changes in risk selection and underwriting standards.

ALLOWANCE FOR UNFUNDED LOAN COMMITMENTS AND LETTERS OF CREDIT

We maintain the allowance for unfunded loan commitments and letters of credit at a level we believe is adequate to absorb estimated probable losses related to these unfunded credit facilities. We determine the adequacy of the allowance based on periodic evaluations of the unfunded credit facilities, including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. The allowance for unfunded loan commitments and letters of credit is recorded as a liability on the Consolidated Balance Sheet. Net adjustments to the allowance for unfunded loan commitments and letters of credit are included in the provision for credit losses.

COMMERCIAL MORTGAGE SERVICING RIGHTS

We provide servicing under various commercial mortgage 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 1, 2006, purchased contracts were recorded at cost and the servicing rights retained from the sale or securitization of loans were recorded based on their relative fair value to all of the assets securitized or sold. As a result of the adoption of SFAS 156, beginning January 1, 2006 all newly acquired servicing rights are initially measured at fair value. Fair value

is based on the present value of the expected future cash flows, including assumptions as to:

   

Interest rates,

   

Discount rates,

   

Estimated prepayment speeds, and

   

Estimated servicing costs.

For subsequent measurements of our servicing rights, we have elected to account for our commercial mortgage loan servicing rights as a class of assets and use the amortization method. This election was made based on the unique characteristics of the commercial mortgage loans underlying these servicing rights with regard to market inputs used in determining fair value and how we manage the risks inherent in the commercial mortgage servicing rights assets. Specific risk characteristics of commercial mortgages include loan type, currency or exchange rate, interest rates and expected cash flows. We record these servicing assets as other intangible assets and amortize them over their estimated lives based on estimated net servicing income or loss. On a quarterly basis, we test the assets for impairment. If the estimated fair value of the assets is less than the carrying value, an impairment loss is recognized and a valuation reserve is established. Servicing fees are recognized as they are earned and are reported net of amortization expense in the line item corporate services on the Consolidated Income Statement.

DEPRECIATION AND AMORTIZATION

For financial reporting purposes, we depreciate premises and equipment net of salvage value principally using the straight-line method over their estimated useful lives.

We use estimated useful lives for furniture and equipment ranging from one to 10 years, and depreciate buildings over an estimated useful life of up to 40 years. We amortize leasehold improvements over their estimated useful lives of up to 15 years or the respective lease terms, whichever is shorter. We purchase, as well as internally develop and customize, certain software to enhance or perform internal business functions. Software development costs incurred in the planning and post-development project stages are charged to noninterest expense. Costs associated with designing software configuration and interfaces, installation, coding programs and testing systems are capitalized and amortized using the straight-line method over periods ranging from one to seven years.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We use a variety of financial derivatives as part of our overall asset and liability risk management process to help 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 futures contracts are the primary instruments we use for interest rate risk management.


 

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Financial derivatives involve, to varying degrees, interest rate, market and credit risk. We manage these risks as part of our asset and liability management process and through credit policies and procedures. We seek to minimize counterparty credit risk by entering into transactions with only high-quality institutions, establishing credit limits, and generally requiring bilateral netting and collateral agreements.

We recognize all derivative instruments at fair value as either other assets or other liabilities. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as an accounting hedge, the gain or loss is recognized in other noninterest income.

For those derivative instruments that are designated and qualify as accounting hedges, we must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge or a cash flow hedge. We have no derivatives that hedge the net investment in a foreign operation.

We formally document the relationship between the hedging instruments and hedged items, as well as the risk management objective and strategy, before undertaking an accounting hedge. To qualify for hedge accounting, the derivatives and related hedged items must be designated as a hedge at inception of the hedge relationship. For accounting hedge relationships, we formally assess, both at the inception of the hedge and on an ongoing basis, if the derivatives are highly effective in offsetting designated changes in the fair value or cash flows of the hedged item. If it is determined that the derivative instrument is not highly effective, hedge accounting is discontinued.

For derivatives that are designated as fair value hedges (i.e., hedging the exposure to changes in the fair value of an asset or a liability attributable to a particular risk), changes in the fair value of the hedging instrument are recognized in earnings and offset by recognizing changes in the fair value of the hedged item attributable to the hedged risk. To the extent the hedge is not highly effective, the changes in fair value will not offset and the difference or ineffectiveness is reflected in the same financial statement category in the income statement as the hedged item.

For derivatives designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows), the effective portions of the gain or loss on derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified to interest income in the same period or periods during which the hedged transaction affects earnings. The change in fair value of any ineffective portion of the hedging derivative is recognized immediately in other noninterest income.

 

We discontinue hedge accounting when it is determined that the derivative is no longer qualifying as an effective hedge; the derivative expires or is sold, terminated or exercised; or the derivative is de-designated as a fair value or cash flow hedge or it is no longer probable that the forecasted transaction will occur by the end of the originally specified time period. If we determine that the derivative no longer qualifies as a fair value or cash flow hedge and hedge accounting is discontinued, the derivative will continue to be recorded on the balance sheet at its fair value with changes in fair value included in current earnings. For a discontinued fair value hedge, the previously hedged item is no longer adjusted for changes in fair value.

When hedge accounting is discontinued because it is no longer probable that a forecasted transaction will occur, the derivative will continue to be recorded on the balance sheet at its fair value with changes in fair value included in current earnings, and the gains and losses in accumulated other comprehensive income (loss) will be recognized immediately into earnings. When we discontinue hedge accounting because the hedging instrument is sold, terminated or no longer designated, the amount reported in accumulated other comprehensive income (loss) up to the date of sale, termination or de-designation, continues to be reported in other comprehensive income or loss until the forecasted transaction affects earnings. We did not terminate any cash flow hedges in the first three months of 2008 or 2007 due to a determination that a forecasted transaction was no longer probable of occurring.

We occasionally purchase or originate financial instruments that contain an embedded derivative. At the inception of the transaction, we assess if economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodied both the embedded derivative and the host contract are measured at fair value with changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would not meet the definition of a derivative. If the embedded derivative does not meet these three conditions, the embedded derivative would qualify as a derivative and be recorded apart from the host contract and carried at fair value with changes recorded in current earnings.

We enter into commitments to make 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 derivatives. Interest rate lock commitments and purchase commitments that are considered to be derivatives are recorded at fair value in other assets or other liabilities. Any gain or loss from the change in fair value after the inception of the commitment is recognized in other noninterest income.


 

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RECENT ACCOUNTING PRONOUNCEMENTS

We adopted the guidance in Staff Accounting Bulletin (“SAB”) No. 109 on January 1, 2008. SAB 109 provides the SEC staff’s views regarding measuring the fair value of recorded written loan commitments. This guidance indicates that the expected future cash flows related to servicing should be included in the fair value measurement of all written loan commitments that are accounted for at fair value through earnings. The impact of this guidance was not significant.

We adopted SFAS 157, “Fair Value Measurements” on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This statement applies whenever other accounting standards require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to new accounting transactions and does not apply to pronouncements that address share-based payment transactions. See Note 6 Fair Value for additional information.

As indicated above, we adopted SFAS 159 on January 1, 2008. SFAS 159 permits entities to choose to measure many financial instruments and certain other assets and liabilities at fair value. The fair value option may be applied on an instrument by instrument basis with a few exceptions. The election is irrevocable and must be applied to entire instruments and not to portions of instruments. We elected to fair value certain commercial mortgage loans classified as held for sale and certain other financial instruments to align the accounting treatment for the changes in fair value of these instruments with the changes in the value of their related hedges. See Note 6 Fair Value for additional information.

As required, we adopted the provisions of Emerging Issues Task Force (“EITF”) Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” on January 1, 2008. EITF 06-4 requires the recognition of a liability and related compensation costs for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods. At January 1, 2008, we maintained several insurance arrangements accounted for under EITF 06-4. The adoption of the guidance resulted in a reduction of retained earnings at January 1, 2008 of approximately $12 million and is not expected to have a material effect on our future results of operations or financial position.

 

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities.” This standard will require revisions to our derivative disclosures to provide greater transparency as to the use of derivative instruments and hedging activities. We will be required to provide enhanced disclosures as to (a) how and why we use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect our financial position, financial performance, and cash flows. This guidance will be effective for interim and annual financial statements beginning in first quarter 2009.

In February 2008, the FASB issued FSP FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions.” This FSP provides guidance on how the transferor and transferee should separately account for a transfer of a financial asset and a related repurchase financing if (a) the transactions have a valid and distinct business or economic purpose for being entered into separately and (b) the repurchase financing does not result in the initial transferor’s regaining control over the financial assets. This guidance will be effective January 1, 2009 for PNC.

NOTE 2 ACQUISITIONS AND DIVESTITURES

On March 31, 2008, we sold J.J.B. Hilliard, W.L. Lyons, LLC (“Hilliard Lyons”), a Louisville, Kentucky-based wholly-owned subsidiary of PNC and a full-service brokerage and financial services provider, to Houchens Industries, Inc. We recognized an after-tax gain of $23 million in the first quarter of 2008 in connection with this divestiture.

On April 4, 2008, we acquired Lancaster, Pennsylvania-based Sterling Financial Corporation (“Sterling”). Sterling shareholders received an aggregate of approximately $224 million in cash and 4.6 million shares of PNC common stock.

NOTE 3 VARIABLE INTEREST ENTITIES

As discussed in our 2007 Form 10-K, we are involved with various entities in the normal course of business that may be deemed to be VIEs. We consolidated certain VIEs as of March 31, 2008 and December 31, 2007 for which we were determined to be the primary beneficiary. These consolidated VIEs and relationships with PNC are described in our 2007 Form 10-K.


 

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We hold significant variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on these VIEs follows:

Non-Consolidated VIEs – Significant Variable Interests

 

 

In millions   

Aggregate

Assets

  

Aggregate

Liabilities

  

PNC Risk

of Loss

 

March 31, 2008

          

Market Street

   $ 5,186    $ 5,252    $ 8,992 (a)

Collateralized debt obligations

     55      1      5  

Partnership interests in low income housing projects

     50      34      8  

Total

   $ 5,291    $ 5,287    $ 9,005  

December 31, 2007

          

Market Street

   $ 5,304    $ 5,330    $ 9,019 (a)

Collateralized debt obligations

     255      177      6  

Partnership interests in low income housing projects

     50      34      8  

Total

   $ 5,609    $ 5,541    $ 9,033  
(a) PNC’s risk of loss consists of off-balance sheet liquidity commitments to Market Street of $8.8 billion and other credit enhancements of $.2 billion at both March 31, 2008 and December 31, 2007.

Market Street

Market Street Funding LLC (“Market Street”) is a multi-seller asset-backed commercial paper conduit that is owned by an independent third party. Market Street’s activities primarily involve purchasing assets or making loans secured by interests in pools of receivables from US corporations that desire access to the commercial paper market. Market Street funds the purchases of assets or loans by issuing commercial paper which has been rated A1/P1 by Standard & Poor’s and Moody’s, respectively, and is supported by pool-specific credit enhancements, liquidity facilities and program-level credit enhancement. Generally, Market Street mitigates its potential interest rate risk by entering into agreements with its borrowers that reflect interest rates based upon its weighted average commercial paper cost of funds. During 2007 and the first three months of 2008, Market Street met all of its funding needs through the issuance of commercial paper.

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 of the liquidity facilities of $4 million and $1 million, respectively, for the three months ended March 31, 2008.

Neither creditors nor investors in Market Street have any recourse to our general credit. The commercial paper obligations at March 31, 2008 and December 31, 2007 were effectively collateralized by Market Street’s assets. While PNC may be obligated to fund under liquidity facilities for events such as commercial paper market disruptions, borrower bankruptcies, collateral deficiencies or covenant violations, our credit risk under the liquidity facilities is secondary to the

risk of first loss provided by the borrower or another third party in the form of deal-specific credit enhancement – for example, by the over collateralization of the assets. Deal-specific credit enhancement that supports the commercial paper issued by Market Street is generally structured to cover a multiple of expected losses for the pool of assets and is sized to generally meet rating agency standards for comparably structured transactions. Of the $8.8 billion of liquidity facilities provided by PNC at March 31, 2008, only $2.8 billion required PNC to fund if the assets are in default.

Program-level credit enhancement in the amount of 10% of commitments, excluding explicitly rated AAA/Aaa facilities, is provided by PNC and a monoline insurer. PNC provides 25% of the enhancement in the form of a cash collateral account funded by a loan facility. This facility expires in March 2013. See Note 15 Commitments And Guarantees for additional information. The monoline insurer provides the remaining 75% of the enhancement in the form of a surety bond. The cash collateral account is subordinate to the surety bond.

Market Street is a limited liability company that has entered into a Subordinated Note Purchase Agreement (“Note”) with an unrelated third party. The Note provides first loss coverage whereby the investor absorbs losses up to the amount of the Note, which was $8.7 million as of March 31, 2008. Proceeds from the issuance of the Note are held by Market Street in a first loss reserve account that will be used to reimburse any losses incurred by Market Street, PNC Bank, N.A. or other providers under the liquidity facilities and the credit enhancement arrangements.

We evaluated the design of Market Street, its capital structure, the Note and relationships among the variable interest holders under the provisions of FIN 46R. Based on this analysis, we are not the primary beneficiary as defined by FIN 46R and therefore Market Street is not reflected in our Consolidated Balance Sheet.

PNC considers changes to the variable interest holders (such as new expected loss note investors and changes to program-level credit enhancement providers), changes to the 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 basis to determine if a reconsideration event has occurred.

The aggregate assets and liabilities of VIEs that we have consolidated in our financial statements are as follows:

Consolidated VIEs – PNC Is Primary Beneficiary

 

 

In millions    Aggregate
Assets
   Aggregate
Liabilities

Partnership interests in low income housing projects

       

March 31, 2008

   $ 1,085    $ 1,085

December 31, 2007

   $ 1,110    $ 1,110

 

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PERPETUAL TRUST SECURITIES

We issue certain hybrid capital vehicles that qualify as capital for regulatory ratios.

In February 2008, PNC Preferred Funding LLC (the “LLC”), one of our indirect subsidiaries, sold $375 million of 8.700% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities of PNC Preferred Funding Trust III (“Trust III”) to third parties in a private placement. In connection with the private placement, Trust III acquired $375 million of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Securities of the LLC (the “LLC Preferred Securities”). The sale was similar to the March 2007 private placement by the LLC of $500 million of 6.113% Fixed-to-Floating Rate Non-Cumulative Exchangeable Trust Securities (the “Trust II Securities”) of PNC Preferred Funding Trust II (“Trust II”) in which Trust II acquired $500 million of LLC Preferred Securities and to the December 2006

private placement by PNC REIT Corp. of $500 million of

6.517% Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities (the “Trust I Securities”) of PNC Preferred Funding Trust I (“Trust I”) in which Trust I acquired $500 million of LLC Preferred Securities. PNC REIT Corp. owns 100% of LLC’s common voting securities. As a result, LLC is an indirect subsidiary of PNC and is consolidated on our Consolidated Balance Sheet. Trust I, II and III’s investment in LLC Preferred Securities is characterized as a minority interest on our Consolidated Balance Sheet since we are not the primary beneficiary of Trust I, Trust II and Trust III. This minority interest totaled approximately $1.3 billion at March 31, 2008.

Our 2007 Form 10-K includes additional information regarding the Trust I and Trust II Securities, including descriptions of replacement capital and dividend restriction covenants. The Trust III Securities include dividend restriction covenants similar to those described for Trust II Securities.


 

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NOTE 4 SECURITIES

 

     

Amortized

Cost

   Unrealized    

Fair

Value

In millions       Gains    Losses    

March 31, 2008

            
 

SECURITIES AVAILABLE FOR SALE

            

Debt securities

            

Residential mortgage-backed

   $ 20,510    $ 177    $ (1,354 )   $ 19,333

Commercial mortgage-backed

     5,837      24      (99 )     5,762

Asset-backed

     2,858      9      (329 )     2,538

US Treasury and government agencies

     40      1        41

State and municipal

     581      2      (22 )     561

Other debt

     108      1      (1 )     108

Total debt securities

     29,934      214      (1,805 )     28,343

Corporate stocks and other

     240             (2 )     238

Total securities available for sale

   $ 30,174    $ 214    $ (1,807 )   $ 28,581

December 31, 2007

            
 

SECURITIES AVAILABLE FOR SALE

            

Debt securities

            

Residential mortgage-backed

   $ 21,147    $ 118    $ (313 )   $ 20,952

Commercial mortgage-backed

     5,227      53      (16 )     5,264

Asset-backed

     2,878      4      (112 )     2,770

US Treasury and government agencies

     151      4        155

State and municipal

     340      1      (5 )     336

Other debt

     85             (1 )     84

Total debt securities

     29,828      180      (447 )     29,561

Corporate stocks and other

     662      2              664

Total securities available for sale

   $ 30,490    $ 182    $ (447 )   $ 30,225

 

We evaluate our securities available for sale portfolio in light of changing market conditions and other factors and, where appropriate, take steps intended to improve our overall positioning.

At March 31, 2008, securities available for sale included a net unrealized loss of $1.6 billion, which represented the difference between fair value and amortized cost. The comparable amount at December 31, 2007 was a net unrealized loss of $265 million.

The fair value of securities available for sale generally decreases when interest rates increase and vice versa. Values are also impacted by market volatility and illiquidity. Net unrealized gains and losses in the securities available for sale portfolio are included in shareholders’ equity as accumulated other comprehensive income or loss, net of tax.

Of the $1.8 billion of gross unrealized losses at March 31, 2008, $781 million related to securities that had been in a loss position for 12 months or more. At December 31, 2007, the comparable amounts were $447 million in gross unrealized losses and $195 million related to securities that had been in a loss position for 12 months or more. During the first quarter of 2008, unprecedented market volatility and relative illiquidity in certain asset sectors had an adverse impact on the valuation of certain of our securities available for sale. This occurred

even as market interest rates (i.e., interest rate swap rates) declined by approximately 90 to 140 basis points, depending on the tenor of the instrument. Ongoing mortgage issues and general uncertainty in the broader U.S. housing market have adversely affected market spreads underlying the valuation of certain security classes.

The primary sectors affected in our portfolio were non-agency, or private-issuer securities, collateralized by residential mortgage and home equity loans. The credit quality outlook of these portfolios has remained stable, as only 1% of our primary available for sale security holdings (i.e., residential mortgage-backed, commercial mortgage-backed and asset-backed) were rated less than a “AAA” equivalent at March 31, 2008. At March 31, 2008 we also held approximately $79 million fair value of corporate debt securities. These debt securities are included in the “Other debt” category. At March 31, 2008, $53 million fair value was rated “AA” equivalent by at least two nationally recognized rating agencies, $17 million fair value was rated at least “A” equivalent by two nationally recognized rating agencies, and the remaining $9 million fair value either was rated “BBB” equivalent by two nationally recognized rating agencies or was not rated. The amortized cost of these debt securities totaled $79 million, with no unrealized loss on an individual holding in excess of $1 million. We do not believe that our securities available for sale portfolio had an other-than-


 

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temporary impairment at March 31, 2008 as the majority of the unrealized loss related to this portfolio was attributable to changes in market spreads and not from the deterioration in the credit quality of the security or the underlying collateral where applicable.

However, if the current issues affecting the US housing market were to continue for the foreseeable future or worsen, or if market volatility and illiquidity were to continue or worsen, or if market interest rates were to increase appreciably, the valuation of our available for sale securities portfolio could be adversely affected.

The expected weighted-average life of securities available for sale (excluding corporate stocks and other) was 3 years and 6 months at both March 31, 2008 and December 31, 2007.

Information relating to securities sold is set forth in the following table:

Securities Sold

 

Three months ended

March 31

In millions

   Proceeds   

Gross

Gains

  

Gross

Losses

   

Net

Gains
(Losses)

   

Income
Tax

Expense/

(Benefit)

 

2008

   $ 2,363    $ 41      $ 41     $ 14  

2007

     3,425      9    $ (12 )     (3 )     (1 )

The fair value of securities pledged to secure public and trust deposits and repurchase agreements and for other purposes was $22.1 billion at March 31, 2008 and $24.2 billion at December 31, 2007. The pledged securities include positions held in our portfolio of securities available for sale, trading securities, and securities accepted as collateral from others that we are permitted by contract or custom to sell or repledge.

The fair value of securities accepted as collateral that we are permitted by contract or custom to sell or repledge was $2.0 billion at March 31, 2008 and $2.3 billion at December 31, 2007 and is a component of federal funds sold and resale agreements on our Consolidated Balance Sheet. Of the permitted amount, $900 million was repledged to others at March 31, 2008 and $1.5 billion was repledged to others at December 31, 2007.

 

NOTE 5 ASSET QUALITY

The following table sets forth nonperforming assets and related information:

 

Dollars in millions    March 31, 2008     December 31, 2007  

Nonaccrual loans

      

Commercial

   $ 238     $ 193  

Commercial real estate

     273       212  

Consumer

     19       17  

Residential mortgage

     10       10  

Lease financing

     3       3  

Total nonaccrual loans

     543       435  

Restructured loans

     2       2  

Total nonperforming loans

     545       437  

Foreclosed and other assets

      

Residential mortgage

     21       16  

Lease financing

     11       11  

Other

     10       14  

Total foreclosed and
other assets

     42       41  

Total nonperforming
assets (a) (b)

   $ 587     $ 478  

Nonperforming loans to total loans

     .77 %     .64 %

Nonperforming assets to total loans and foreclosed assets

     .83       .70  

Nonperforming assets to total assets

     .42       .34  
(a) Excludes equity management assets that are carried at estimated fair value of $5 million at March 31, 2008 and $4 million at December 31, 2007.
(b) Excludes loans held for sale carried at lower of cost or market value of $35 million at March 31, 2008 and $25 million at December 31, 2007.

Changes in the allowance for loan and lease losses were as follows:

 

In millions    2008     2007  

Allowance at January 1

   $ 830     $ 560  

Charge-offs

      

Commercial

     (70 )     (31 )

Commercial real estate

     (11 )    

Consumer

     (28 )     (17 )

Lease financing

     (1 )        

Total charge-offs

     (110 )     (48 )

Recoveries

      

Commercial

     8       7  

Consumer

     4       5  

Total recoveries

     12       12  

Net charge-offs

      

Commercial

     (62 )     (24 )

Commercial real estate

     (11 )    

Consumer

     (24 )     (12 )

Lease financing

     (1 )        

Total net charge-offs

     (98 )     (36 )

Provision for credit losses

     151       8  

Acquired allowance–Mercantile

       142  

Net change in allowance for unfunded loan commitments and letters of credit

     (18 )     16  

Allowance at March 31

   $ 865     $ 690  

 

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Net interest income less the provision for credit losses was $703 million for the first three months of 2008 compared with $615 million for the first three months of 2007.

Changes in the allowance for unfunded loan commitments and letters of credit were as follows:

 

In millions    2008    2007  

Allowance at January 1

   $ 134    $ 120  

Acquired allowance – Mercantile

        17  

Net change in allowance for unfunded loan commitments and letters of credit

     18      (16 )

Allowance at March 31

   $ 152    $ 121  

NOTE 6 FAIR VALUE

Fair Value Measurement

SFAS 157 defines fair value as the price that would be received to sell an asset or the price paid to transfer a liability on the measurement date. The standard focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants.

SFAS 157 establishes a fair value reporting hierarchy to maximize the use of observable inputs when measuring fair value and defines the three levels of inputs as noted below. The financial instruments in Level 3 are typically less liquid.

Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities may include debt securities, equity securities and listed derivative contracts that are traded in an active exchange market and certain US Government and agency-backed securities that are actively traded in over-the-counter markets.

 

Level 2

Observable inputs other than Level 1 such as: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated to observable market data for substantially the full term of the asset or liability. Level 2 assets and liabilities may include debt securities, equity securities and listed derivative contracts with quoted prices that are traded in markets that are not active, and certain debt and equity securities and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable inputs. This category generally includes certain US Government and agency mortgage-backed debt securities, private-issuer securities, other asset-backed securities, corporate debt securities, and derivative contracts.

Level 3

Unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities may include financial instruments whose value is determined using pricing models with internally developed assumptions, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain commercial mortgage loans held for sale, private equity investments, and certain financial derivative contracts.


 

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Assets and liabilities measured at fair value on a recurring basis, including instruments for which PNC has elected the fair value option, are summarized below:

Fair Value Measurements - Summary

 

     March 31, 2008
In millions    Level 1    Level 2    Level 3    Total Fair
Value

Assets

             

Securities available for sale

   $ 3,405    $ 24,943    $ 233    $ 28,581

Financial derivatives (a)

     63      3,983      90      4,136

Trading securities (b)

     796      2,297         3,093

Commercial mortgage loans held for sale (c)

           2,068      2,068

Customer resale agreements (d)

        1,032         1,032

Equity investments

           545      545

Other assets

            229      4      233

Total assets

   $ 4,264    $ 32,484    $ 2,940    $ 39,688
 

Liabilities

             

Financial derivatives (e)

   $ 72    $ 2,986    $ 239    $ 3,297

Trading securities sold short (f)

     938      29         967

Other liabilities

            226             226

Total liabilities

   $ 1,010    $ 3,241    $ 239    $ 4,490
(a) Included in other assets on the Consolidated Balance Sheet.
(b) Included in trading securities and other short-term investments on the Consolidated Balance Sheet.
(c) Included in loans held for sale on the Consolidated Balance Sheet. PNC has elected the fair value option under SFAS 159 for certain commercial mortgage loans held for sale intended for CMBS securitization.
(d) Included in federal funds sold and resale agreements on the Consolidated Balance Sheet. PNC has elected the fair value option under SFAS 159 for this item.
(e) Included in other liabilities on the Consolidated Balance Sheet.
(f) Included in other borrowed funds on the Consolidated Balance Sheet.

The table below presents a reconciliation for January 1, 2008 to March 31, 2008 of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs. This table also provides a summary of the portion of gains or losses included in pretax income relating to those assets and liabilities held at March 31, 2008.

Reconciliation of Level 3 Fair Value Measurements

 

Level 3 Instruments Only

In millions

  

Securities
available
for sale

(a)

   

Financial

derivatives

(a)

   

Commercial
mortgage
loans held
for sale

(b)

   

Equity
investments

(a)

   

Other
assets

(a)

  

Total

assets

   

Financial

derivatives

(a)

    Total
liabilities
 

December 31, 2007

   $ 285     $ 130     $ 2,018     $ 568     $ 4    $ 3,005     $ 326     $ 326  

Impact of SFAS 157 and SFAS 159 adoption (c)

             2       2                      4                  

Balance, January 1, 2008

     285       132       2,020       568       4      3,009       326       326  

Total realized/unrealized gains (losses):

                   

Included in earnings

       (31 )     (130 )     25          (136 )     (69 )     (69 )

Included in other comprehensive income

     (54 )              (54 )      

Purchases, issuances, and settlements, net

     2       (11 )     178       (48 )            121       (18 )     (18 )

March 31, 2008

   $ 233     $ 90     $ 2,068     $ 545     $ 4    $ 2,940     $ 239     $ 239  

Total gains (losses) included in income attributable to unrealized gains (losses) relating to those assets or liabilities held at March 31, 2008

           $ (34 )   $ (130 )   $ 15            $ (149 )   $ (28 )   $ (28 )
(a) Carried at fair value prior to our adoption of SFAS 157.
(b) We elected the fair value option under SFAS 159 for this item.
(c) The after-tax adjustment to beginning retained earnings from the adoption of SFAS 157 and SFAS 159 related to Level 3 fair value measurements was approximately $1 million each.

Net losses (realized or unrealized) relating to Level 3 assets and liabilities for the three months ended March 31, 2008 of $67 million are included in other noninterest income in the Consolidated Income Statement. Net unrealized losses related to positions held at March 31, 2008 of $121 million were included in other noninterest income in the Consolidated Income Statement.

 

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Nonrecurring Fair Value Changes

We may be required to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The Level 3 disclosures shown below represent the carrying value of loans for which adjustments are primarily based on the appraised value of collateral or the present value of expected future cash flows, which often results in significant management assumptions and input with respect to the determination of fair value.

Fair Value Measurements – Nonrecurring

 

     March 31, 2008    Total losses for
three months ended
March 31, 2008
 
In millions    Level 1    Level 2    Level 3    Total Fair Value   

Assets

                

Nonaccrual loans

      $ 8    $ 174    $ 182    $ (26 )

Loans held for sale

          4      101      105      (8 )

Total assets

        $ 12    $ 275    $ 287    $ (34 )

 

Fair Value Option

Commercial Mortgage Loans Held For Sale

Effective January 1, 2008, we elected to account for certain commercial mortgage loans classified as held for sale at fair value under the provisions of SFAS 159. The election of the fair value option aligns the accounting for the commercial mortgages with the related hedges. It also eliminates the requirements of hedge accounting under SFAS 133.

PNC has not elected the fair value option for the remainder of our loans held for sale portfolio as the amounts are not significant and hedge accounting is not used for these loans.

We determine the fair value of commercial mortgage loans held for sale by using a synthetic securitization methodology. Observable inputs include the pricing of commercial mortgage-backed securities (“CMBS”) with similar collateral and using tranche interest rates from end of period yield curves. Management assumptions include subordination levels, CMBS bond spreads, and the value of the mortgage servicing rights. Adjustments are made to the valuations to account for securitization uncertainties, including the composition of the portfolio, market conditions, and liquidity.

At March 31, 2008, commercial mortgage loans held for sale for which the fair value option had been elected had an aggregate fair value of $2.1 billion and an aggregate outstanding principal balance of $2.2 billion. These amounts are included in loans held for sale on our Consolidated Balance Sheet.

Interest income on these loans is recorded as earned and reported in the Consolidated Income Statement in the caption

Interest Income – Loans. Net losses resulting from changes in fair value of these loans of $130 million were recorded in other noninterest income for the first three months of 2008. The change in fair value due to instrument-specific credit risk for the first three months of 2008 was not material. The changes in fair value of these loans were partially offset by changes in the fair value of the related financial derivatives that economically hedged these loans.

Upon our adoption of SFAS 159, origination fees/costs were recognized immediately within the appropriate line item in the Consolidated Income Statement and were not material. Previously, the net fees/costs were deferred as part of the carrying amount of the loans and recognized when the loans were sold.

Customer Resale Agreements and Bank Notes

Also effective January 1, 2008, we elected to account for structured resale agreements and structured bank notes at fair value, which are economically hedged using free-standing financial derivatives.

The fair value for structured resale agreements and structured bank notes is determined using a model which includes observable market data as inputs. At March 31, 2008, the aggregate fair value of $1.0 billion and principal balance of $980 million were included in federal funds sold and resale agreements on our Consolidated Balance Sheet. At March 31, 2008, certain long-term bank notes with an aggregate fair value and principal balance of $11 million were included in borrowed funds.


 

 

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The following table summarizes the financial assets and liabilities for which we elected the fair value option effective January 1, 2008 and the related cumulative-effect adjustment to retained earnings.

Fair Value Option – Adoption

 

In millions    December 31
2007
  

Retained Earnings

Net Gain (Loss)

    January 1
2008

Assets

         

Customer resale agreements (a)

   $ 738    $ 23     $ 761

Commercial mortgage loans held for sale

     2,018      2       2,020

Liabilities

         

Bank notes

     11              11

Cumulative–effect adjustment, before taxes

        25      

Tax impact

            (9 )      

Cumulative-effect adjustment, after taxes

          $ 16        
(a) Includes structured resale agreements that are economically hedged with derivatives.

The following table summarizes the changes in fair value included in other noninterest income in the Consolidated Income Statement for items for which the fair value election was made.

Fair Value Option – Changes in Fair Value

 

In millions   

Total gains (losses)

for three months

ended March 31, 2008

 

Assets

    

Customer resale agreements

   $ 29  

Commercial mortgage loans held for sale

     (130 )

The following table summarizes the difference between fair values and the aggregate unpaid principal balances of financial assets and liabilities for which the fair value election was made.

Fair Value Option

Fair Value and Principal Balances

 

In millions  

Fair Value

March 31, 2008

 

Aggregate Unpaid
Principal Balance

March 31, 2008

  Difference  

Assets

       

Customer resale agreements

  $ 1,032   $ 980   $ 52  

Commercial mortgage loans held for sale (a)

    2,068     2,175     (107 )

Liabilities

       

Bank notes

    11     11        

(a)    Includes loans held for sale which are 90 days past due.

    $9     $9  

NOTE 7 GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of the changes in goodwill by business segment for the three months ended March 31, 2008 follows:

Goodwill

 

In millions   

December 31

2007

  

Additions/

Adjustments

   

March 31

2008

Retail Banking

   $ 5,628    $ (156 )   $ 5,472

Corporate & Institutional

Banking

     1,491      (3 )     1,488

PFPC

     1,229        1,229

BlackRock

     57      (2 )     55

Total

   $ 8,405    $ (161 )   $ 8,244

Assets and liabilities of acquired entities are recorded at estimated fair value as of the acquisition date and are subject to refinement as information relative to the fair values at that date becomes available. We are awaiting certain information relating to pre-acquisition contingencies. Revisions would likely result in subsequent adjustments to goodwill.

The gross carrying amount, accumulated amortization and net carrying amount of other intangible assets by major category consisted of the following:

Other Intangible Assets

 

In millions   

March 31

2008

   

December 31

2007

 

Customer-related and
other intangibles

      

Gross carrying amount

   $ 708     $ 708  

Accumulated amortization

     (287 )     (263 )

Net carrying amount

   $ 421     $ 445  

Mortgage and other loan servicing
rights

      

Gross carrying amount

   $ 1,014     $ 1,001  

Accumulated amortization

     (330 )     (300 )

Net carrying amount

   $ 684     $ 701  

Total

   $ 1,105     $ 1,146  

While most of our other intangible assets have finite lives and are amortized primarily on a straight-line basis, mortgage and other loan servicing rights and certain core deposit intangibles are amortized on an accelerated basis.

For customer-related intangibles, the estimated remaining useful lives range from less than one year to 15 years, with a weighted-average remaining useful life of approximately eight years. Our mortgage and other loan servicing rights are amortized primarily over a period of five to 10 years in proportion to the estimated net servicing cash flows from the related loans.


 

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The changes in the carrying amount of goodwill and net other intangible assets for the three months ended March 31, 2008 are as follows:

Changes in Goodwill and Other Intangibles

 

In millions    Goodwill     Customer-
Related
   

Servicing

Rights

 

Balance at December 31, 2007

   $ 8,405     $ 445     $ 701  

Additions/adjustments:

        

Hilliard Lyons divestiture

     (141 )      

Yardville acquisition

     (11 )      

Mercantile acquisition

     (7 )      

ARCS acquisition

         (3 )

Mortgage and other loan
servicing rights

         16  

BlackRock

     (2 )      

Amortization

             (24 )     (30 )

Balance at March 31, 2008

   $ 8,244     $ 421     $ 684  

Our investment in BlackRock changes when BlackRock repurchases its shares in the open market or issues shares for an acquisition or pursuant to its employee compensation plans. We record goodwill when BlackRock repurchases its shares at an amount greater than book value per share and this results in an increase in our percentage ownership interest.

Servicing revenue from both commercial and residential mortgage servicing assets and liabilities generated contractually specified servicing fees, net interest income from servicing portfolio deposit balances, and ancillary fees totaling $43 million for both the three months ended March 31, 2008 and March 31, 2007. We also generate servicing revenue from fee-based activities provided to others.

Amortization expense on intangible assets for the first three months of 2008 was $54 million. Amortization expense on existing intangible assets for the remainder of 2008 and for 2009 through 2013 is estimated to be as follows:

   

Remainder of 2008: $118 million,

   

2009: $154 million,

   

2010: $142 million,

   

2011: $127 million,

   

2012: $110 million, and

   

2013: $91 million.

NOTE 8 CAPITAL SECURITIES OF SUBSIDIARY TRUSTS

In February 2008, PNC Capital Trust E was formed and issued $450 million of 7.75% capital securities due March 15, 2068 that are redeemable on or after March 15, 2013 at par.

At March 31, 2008, our other capital securities of subsidiary trusts are as described in Note 12 Capital Securities of Subsidiary Trusts in our 2007 Form 10-K. All of these trusts, including PNC Capital Trust E, are wholly owned finance subsidiaries of PNC. The financial statements of the Trusts are not included in PNC’s consolidated financial statements in accordance with GAAP.

 

The obligations of PNC, as the direct parent of each Trust, when taken collectively, are the equivalent of a full and unconditional guarantee of the obligations of such Trust under the terms of the Capital Securities. Such guarantee is subordinate in right of payment in the same manner as other junior subordinated debt. There are certain restrictions on PNC’s overall ability to obtain funds from its subsidiaries. For additional disclosure on these funding restrictions, including an explanation of dividend and intercompany loan limitations, see Note 22 Regulatory Matters in our 2007 Form 10-K.

PNC is subject to restrictions on dividends and other provisions similar to or in some ways more restrictive than those potentially imposed under the Exchange Agreements with Trust II and Trust III, as described in Note 3 Variable Interest Entities.

NOTE 9 CERTAIN EMPLOYEE BENEFIT AND STOCK-BASED COMPENSATION PLANS

Pension and PostRetirement Plans

As more fully described in our 2007 Form 10-K, we have a noncontributory, qualified defined benefit pension plan covering eligible 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 also maintain nonqualified supplemental retirement plans for certain employees. We provide certain health care and life insurance benefits for qualifying retired employees (“post-retirement benefits”) through various plans. The nonqualified pension and postretirement benefit plans are unfunded.

The components of our net periodic pension and post-retirement benefit cost for the first three months of 2008 and 2007 were as follows:

 

     Qualified
Pension Plan
    Nonqualified
Pension Plan
     Postretirement
Benefits
 

Three months ended

March 31

In millions

   2008     2007     2008     2007      2008     2007  

Net periodic cost consists of:

               

Service cost

   $11     $9          $1     $1  

Interest cost

   22     19     $2     $1      4     3  

Expected return
on plan assets

   (40 )   (36 )           

Amortization of
prior service cost

            (2 )   (2 )

Amortization of actuarial losses (gains)

               1     1               

Net periodic cost (benefit)

   $(7 )   $(8   $3     $2      $3     $2  

 

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Stock-Based Compensation Plans

We have long-term incentive award plans (“Incentive Plans”) that provide for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, incentive shares/performance units, restricted stock, restricted share units, other share-based awards and dollar-denominated awards to executives and, other than incentive stock options, to non-employee directors. Certain Incentive Plan awards may be paid in stock, cash or a combination of stock and cash. We grant a substantial portion of our stock-based compensation awards during the first quarter of the year. As of March 31, 2008, no incentive stock options or stock appreciation rights were outstanding. The Incentive Plans are more fully described in Note 18 Stock-Based Compensation Plans of our 2007 Form 10-K.

Nonqualified Stock Options

Options are granted at exercise prices not less than the market value of common stock on the grant date. Generally, options granted since 1999 become exercisable in installments after the grant date. Options granted prior to 1999 are mainly exercisable 12 months after the grant date. No option may be exercisable after 10 years from its grant date. Payment of the option exercise price may be in cash or shares of common stock at market value on the exercise date. The exercise price may be paid in previously owned shares.

Generally, options granted under the Incentive Plans vest ratably over a three-year period as long as the grantee remains an employee or, in certain cases, retires from PNC. For all options granted prior to the adoption of SFAS 123R “Share-Based Payment” (“SFAS 123R”), we recognized compensation expense over the three-year vesting period. If an employee retired prior to the end of the three-year vesting period, we accelerated the expensing of all unrecognized compensation costs at the retirement date. As required under SFAS 123R, we recognize compensation expense for options granted to retirement-eligible employees after January 1, 2006 in the period granted, in accordance with the service period provisions of the options. Total compensation expense recognized related to PNC stock options during the first three months of 2008 and 2007 was $4 million and $6 million, respectively.

For purposes of computing stock option expense, we estimated the fair value of stock options using the Black-Scholes option-pricing model. The model requires the use of numerous assumptions, many of which are very subjective.

We used the following assumptions in the option-pricing model to determine 2008 and 2007 stock option expense:

   

The risk-free interest rate is based on the US Treasury yield curve,

   

The dividend yield represents average yields over the previous three-year period,

   

Volatility is measured using the fluctuation in month-end closing stock prices over a period which

 

corresponds with the average expected option life, but in no case less than a five-year period, and

   

The expected life assumption represents the period of time that options granted are expected to be outstanding and is based on a weighted average of historical option activity.

Option Pricing Assumptions

 

Weighted average for the three months ended

March 31

   2008     2007  

Risk-free interest rate

   2.8 %   4.9 %

Dividend yield

   3.3 %   3.4 %

Volatility

   18.2 %   19.4 %

Expected life

   5.5 yrs.     4.6 yrs.  

The following table summarizes PNC stock option information as of and for the three-month period ending March 31, 2008:

 

     

Shares

(thousands)

    Weighted-
Average
Exercise
Price

Outstanding at December 31, 2007

   14,326     $ 62.15

Granted

   1,897       57.28

Exercised

   (173 )     53.71

Cancelled

   (31 )     70.70

Outstanding at March 31, 2008

   16,019     $ 61.64

Exercisable at March 31, 2008

   12,017     $ 60.65

The weighted-average grant-date fair value of options granted during the first three months of 2008 and 2007 was $7.50 and $12.01 per option, respectively. To determine stock-based compensation expense under SFAS 123R, the grant-date fair value is applied to the options granted with a reduction made for estimated forfeitures. During the first three months of 2008 we issued approximately 147 thousand shares from treasury stock in connection with stock option exercise activity. As with past exercise activity, we intend to utilize treasury stock for future stock option exercises.

Incentive/Performance Unit Share Awards and Restricted Stock/Unit Awards

The fair value of nonvested incentive/performance unit share awards and restricted stock/unit awards is initially determined based on prices not less than the market value of our common stock price on the date of grant. Incentive/performance unit share awards are subsequently valued subject to the achievement of one or more financial and other performance goals over a three-year period. The Personnel and Compensation Committee of the Board of Directors approves the final award payout with respect to incentive/performance unit share awards. Restricted stock/unit awards have various vesting periods ranging from 24 months to 60 months. There are no financial or performance goals associated with any of our restricted stock/unit awards.

We recognize compensation expense for incentive/performance unit share awards and restricted stock/unit


 

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awards ratably over the corresponding vesting and/or performance periods for each type of program. Total compensation expense recognized related to PNC incentive/performance unit share awards and restricted stock/unit awards during the first three months of 2008 was approximately $11 million, compared with $10 million during the first three months of 2007.

The following table summarizes PNC nonvested incentive/performance unit share awards and restricted stock/unit awards as of and for the three month period ending March 31, 2008:

 

Shares in thousands   

Nonvested
Incentive/

Performance
Unit Shares

   Weighted-
Average
Grant
Date Fair
Value
  

Nonvested
Restricted
Stock/

Units

    Weighted-
Average
Grant
Date Fair
Value

Dec. 31, 2007

   316    $ 66.31    1,869     $ 60.20

Granted

   161      52.41    473       54.79

Vested

           (555 )     49.79

Forfeited

             (4 )     67.68

March 31, 2008

   477    $ 61.62    1,783     $ 62.00

The weighted-average grant-date fair value of incentive/performance unit share awards and restricted stock/unit awards is measured by reducing the grant date price by the present value of dividends expected to be paid on the underlying shares and for estimated forfeitures on restricted stock/unit awards.

At March 31, 2008, there was $59 million of unrecognized deferred compensation expense related to nonvested share-based compensation arrangements granted under the Incentive Plans. This cost is expected to be recognized as expense over a period of no longer than 5 years.

NOTE 10 FINANCIAL DERIVATIVES

We use a variety of derivative financial instruments to help manage interest rate, market and credit risk and reduce the effects that changes in interest rates may have on net income, fair value of assets and liabilities, and cash flows. These instruments include interest rate swaps, interest rate caps and floors, futures contracts, and total return swaps.

Fair Value Hedging Strategies

We enter into interest 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. Adjustments related to the ineffective portion of fair value hedging instruments are recorded in interest income, interest expense or noninterest income depending on the hedged item.

Cash Flow Hedging Strategies

We enter into interest rate swap contracts to modify the interest rate characteristics of designated commercial loans

from variable to fixed in order to reduce the impact of changes in future cash flows due to interest rate changes. We hedged our exposure to the variability of future cash flows for all forecasted transactions for a maximum of 10 years for hedges converting floating-rate commercial loans to fixed. The fair value of these derivatives is reported in other assets or other liabilities and offset in accumulated other comprehensive income (loss) for the effective portion of the derivatives. We subsequently reclassify any unrealized gains or losses related to these swap contracts from accumulated other comprehensive income (loss) into interest income in the same period or periods during which the hedged forecasted transaction affects earnings. Ineffectiveness of the strategies, if any, is recognized immediately in earnings.

During the next twelve months, we expect to reclassify to earnings $232 million of pretax net gains, or $151 million after-tax, on cash flow hedge derivatives currently reported in accumulated other comprehensive income (loss). This amount could differ from amounts actually recognized due to changes in interest rates and the addition of other hedges subsequent to March 31, 2008. These net gains are anticipated to result from net cash flows on receive fixed interest rate swaps that would impact interest income recognized on the related floating rate commercial loans. As of March 31, 2008 we have determined that there were no hedging positions where it was probable that certain forecasted transactions may not occur within the originally designated time period.

Any ineffectiveness present in the hedge relationship is recognized in current earnings. The ineffective portion of the change in value of these derivatives resulted in net gains of $1 million for the first three months of 2008 and a minimal net loss for the first three months of 2007.

Free-Standing Derivatives

To accommodate customer needs, we also enter into financial derivative transactions primarily consisting of interest rate swaps, interest rate caps and floors, futures, swaptions, and foreign exchange and equity contracts. We primarily manage our market risk exposure from customer positions through transactions with third-party dealers. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies. We may obtain collateral based on our assessment of the customer. For derivatives not designated as an accounting hedge, the gain or loss is recognized in noninterest income.

Also included in free-standing derivatives are transactions that we enter into for risk management and proprietary purposes that are not designated as accounting hedges, primarily interest rate, basis and total rate of return swaps, interest rate caps, floors and futures contracts, credit default swaps, option and foreign exchange contracts and certain interest rate-locked loan origination commitments as well as commitments to buy or sell mortgage loans.


 

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Basis swaps are agreements involving the exchange of payments, based on notional amounts, of two floating rate financial instruments denominated in the same currency, one pegged to one reference rate and the other tied to a second reference rate (e.g., swapping payments tied to one-month LIBOR for payments tied to three-month LIBOR). We use these contracts to mitigate the impact on earnings of exposure to a certain referenced interest rate.

We purchase credit default swaps (“CDS”) to mitigate the risk of economic loss on a portion of our loan exposure. 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 protection to hedge the loan portfolio and to take proprietary trading positions. The fair values of these derivatives typically are based on the change in value, due to changing credit spreads.

Interest rate lock commitments for, as well as commitments 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 the impact on earnings of exposure to a certain referenced rate. The fair value of loan commitments has been recorded pursuant to guidance in SAB 109.

Free-standing derivatives also include positions we take based on market expectations or to benefit from price differentials between financial instruments and the market based on stated risk management objectives.

 

Derivative Counterparty Credit Risk

By purchasing and writing derivative contracts we are exposed to credit risk if the counterparties fail to perform. We minimize credit risk through credit approvals, limits, monitoring procedures and collateral requirements. We generally enter into transactions with counterparties that carry high quality credit ratings. Nonperformance risk including credit risk is included in the determination of the estimated net fair value.

We enter into risk participation agreements to share some of the credit exposure with other counterparties related to interest rate derivative contracts or to take on credit exposure to generate revenue. We will make/receive payments under these guarantees if a customer defaults on its obligation to perform under certain credit agreements. Risk participation agreements entered into prior to July 1, 2003 were considered financial guarantees and therefore are not included in derivatives. Agreements entered into subsequent to June 30, 2003 are included in the derivatives table that follows. We determine that we meet our objective of reducing credit risk associated with certain counterparties to derivative contracts when the participation agreements share in their proportional credit losses of those counterparties.

We generally have established agreements with our major derivative dealer counterparties that provide for exchanges of marketable securities or cash to collateralize either party’s positions. At March 31, 2008 we held short-term investments, US government securities and mortgage-backed securities with a fair value of $684 million. We pledged short-term investments with a fair value of $479 million under these agreements.


 

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The total notional or contractual amounts, estimated net fair values and credit risk for derivatives at March 31, 2008 and December 31, 2007 follow:

 

     March 31, 2008         December 31, 2007
In millions   

Notional/

Contract
amount

   Estimated
net fair
value
    Credit
risk
       

Notional/

Contract
amount

   Estimated
net fair
value
    Credit
risk

ACCOUNTING HEDGES

                    

Fair value hedges

   $9,415    $563     $566         $10,568    $190       $283

Cash flow hedges

   10,056    570     570         7,856    325       325

Total

   $19,471    $1,133     $1,136         $18,424    $515       $608

FREE-STANDING DERIVATIVES

                    

Interest rate contracts

   $144,195    $(281 )   $2,024       $ 170,889    $(17 )   $ 1,259

Equity contracts

   1,345    (47 )   107         1,824    (69 )     144

Foreign exchange contracts

   22,673    (1 )   204         15,741    13       153

Credit derivatives

   5,607    139     226         5,823    42       96

Options

   47,911    56     423         64,448    87       496

Risk participation agreements

   1,233      1         1,183       

Commitments related to mortgage-related assets

   2,930    2     15         3,190    10       15

Other (a)

   503    (162 )             642    (201 )      

Total

   $226,397    $(294 )   $3,000         $ 263,740    $(135 )   $ 2,163
(a) Relates to PNC’s obligation to help fund certain BlackRock LTIP programs and to certain customer-related derivatives.

NOTE 11 EARNINGS PER SHARE

Basic and diluted earnings per common share calculations follow:

 

    

Three months ended

March 31

In millions, except share and per share data    2008    2007

CALCULATION OF BASIC EARNINGS PER COMMON SHARE

     

Net income applicable to basic earnings per common share (a)

   $377    $459

Basic weighted-average common shares outstanding (in thousands)

   339,196    308,170

Basic earnings per common share

   $1.11    $1.49

(a)    Preferred dividends declared were less than $.5 million for each period.

     

CALCULATION OF DILUTED EARNINGS PER COMMON SHARE (b) (c)

     

Net income

   $377    $459

Less: BlackRock adjustment for common stock equivalents

   4    2

Net income applicable to diluted earnings per common share

   $373    $457

Basic weighted-average common shares outstanding (in thousands)

   339,196    308,170

Conversion of preferred stock Series A and B

   64    65

Conversion of preferred stock Series C and D

   518    562

Conversion of debentures

   2    2

Exercise of stock options

   1,001    1,969

Incentive/performance unit share and restricted stock/unit awards

   1,146    1,146

Diluted weighted-average common shares outstanding (in thousands)

   341,927    311,914

Diluted earnings per common share

   $1.09    $1.46

(b)    Excludes stock options considered to be anti-dilutive (in thousands)

   8,061    4,826

(c)    Excludes exchangeable senior notes considered to be anti-dilutive (in thousands)

      7,779

 

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NOTE 12 SHAREHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME

Activity in shareholders’ equity for the first three months of 2008 follows. Our preferred stock outstanding as of March 31, 2008 and December 31, 2007 totaled less than $.5 million at each date and, therefore, is excluded from the table.

 

In millions, except per share data   

Shares
Outstanding

Common
Stock

  Common
Stock
   Capital
Surplus
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
   

Treasury

Stock

    Total  

Balance at December 31, 2007

   341   $ 1,764    $ 2,618     $ 11,497     $ (147 )   $ (878 )   $ 14,854  

Net effect of adopting EITF 06-4

              (12 )         (12 )

Net effect of adopting

SFAS 157 and SFAS 159

                        17                       17  

Balance at January 1, 2008

   341   $ 1,764    $ 2,618     $ 11,502     $ (147 )   $ (878 )   $ 14,859  

Net income

              377           377  

Other comprehensive income (loss), net of tax

                 

Net unrealized securities losses

                (838 )       (838 )

Net unrealized gains on cash

flow hedge derivatives

                181         181  

Pension, other postretirement

and postemployment benefit

plan adjustments

                28         28  

Other (a)

                                (3 )             (3 )

Comprehensive income (loss)

                                                (255 )

Cash dividends declared

                 

Common ($.63 per share)

              (215 )         (215 )

Treasury stock activity (b)

            (17 )         49       32  

Tax benefit of stock option plans

            3             3  

Stock options granted

            4             4  

Effect of BlackRock equity transactions

            5             5  

Restricted stock/unit and incentive/performance unit share transactions

                (10 )                             (10 )

Balance at March 31, 2008

   341   $ 1,764    $ 2,603     $ 11,664     $ (779 )   $ (829 )   $ 14,423  

Comprehensive income for the three months ended March 31, 2007 totaled $532 million.

A summary of the components of the change in accumulated other comprehensive income (loss) follows:

 

Three months ended March 31, 2008

In millions

   Pretax     Tax (Expense) Benefit     After-tax  

Change in net unrealized securities losses:

      

Increase in net unrealized losses on securities held at period end

   $ (1,297 )   $ 478     $ (819 )

Less: Net gains realized in net income (c)

     30       (11 )     19  

Change in net unrealized securities losses

     (1,327 )     489       (838 )

Change in net unrealized gains on cash flow hedge derivatives:

      

Increase in net unrealized gains on cash flow hedge derivatives

     290       (107 )     183  

Less: Net losses realized in net income

     2               2  

Change in net unrealized gains on cash flow hedge derivatives

     288       (107 )     181  

Change in pension, other postretirement and postemployment benefit

plan adjustments

     44       (16 )     28  

Change in other (a)

     (8 )     5       (3 )

Change in other comprehensive income (loss)

   $ (1,003 )   $ 371     $ (632 )

The accumulated balances related to each component of other comprehensive income (loss) are as follows:

 

     March 31, 2008     December 31, 2007  
In millions    Pretax     After-tax     Pretax     After-tax  

Net unrealized securities gains (losses)

   $ (1,592 )   $ (1,005 )   $ (265 )   $ (167 )

Net unrealized gains on cash flow hedge

derivatives

     565       356       277       175  

Pension, other postretirement and postemployment benefit plan adjustments

     (237 )     (149 )     (281 )     (177 )

Other, net (a)

     43       19       51       22  

Accumulated other comprehensive loss

   $ (1,221 )   $ (779 )   $ (218 )   $ (147 )
(a) Consists of foreign currency translation adjustments and deferred tax adjustments on BlackRock’s other comprehensive income.
(b) Net treasury stock activity for the period totaled less than .5 million shares.
(c) The pretax amount represents net unrealized losses at December 31, 2007 that were realized in 2008 when the related securities were sold. This amount differs from net securities losses included in the Consolidated Income Statement primarily because it does not include gains or losses realized on securities that were purchased and then sold during 2008.

 

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NOTE 13 SUMMARIZED FINANCIAL INFORMATION OF BLACKROCK

As required by SEC Regulation S-X, summarized consolidated financial information of BlackRock follows (in millions):

 

     

March 31

2008

   

December 31

2007

Total assets

   $ 21,816     $ 22,562
Total liabilities    $ 9,423     $ 10,387

Non-controlling interest

     579       578

Stockholders’ equity

     11,814       11,597

Total liabilities, non-controlling interest and stockholders’ equity

   $ 21,816     $ 22,562
 

Three months ended March 31

     2008       2007

Total revenue

   $ 1,300     $ 1,005

Total expenses

     904       733

Operating income

     396       272

Non-operating income (expense)

     (19 )     158

Income before income taxes and non-controlling interest

     377       430

Income taxes

     130       110

Non-controlling interest

     5       125

Net income

   $ 242     $ 195

NOTE 14 LEGAL PROCEEDINGS

The disclosure below updates the description of legal proceedings in Note 23 Legal Proceedings in Part II, Item 8 of our 2007 Annual Report on Form 10-K.

Data Treasury

In March 2006, a first amended complaint was filed in the United States District Court for the Eastern District of Texas 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 imaging, storage and transfer. In its complaint, the plaintiff sought unspecified damages and interest and trebling of both, attorneys’ fees and other expenses, and injunctive relief against the alleged infringement. In April 2008, PNC and PNC Bank, N.A. settled this case with the plaintiff. The amount of the settlement is not material to PNC.

Adelphia

In March 2008, the United States Court of Appeals for the Second Circuit affirmed the order of the United States District Court for the Southern District of New York approving the settlement of the consolidated class action lawsuit described in our 2007 Form 10-K. The amount for which we are responsible under this settlement is insignificant. The non-settled lawsuits are still pending.

CBNV Mortgage Litigation

In February 2008, the United States District Court for the Western District of Pennsylvania denied the motions of some

of the objecting plaintiffs for permission to appeal the district court’s order conditionally certifying a class for settlement purposes and preliminarily approving the settlement described in our 2007 Form 10-K. In March 2008, the United States Court of Appeals for the Third Circuit denied the same plaintiffs’ motion for a stay and for permission to appeal the order of the district court. This proposed settlement remains subject to final court approval.

In April 2008, the General Court of Justice, Superior Court Division, for Wake County, North Carolina granted plaintiffs’ motion for summary judgment on their individual claims in the case sent back to that court by the Pennsylvania district court in January 2008.

Sterling Financial Corporation Matters

Subsequent to the end of the first quarter of 2008, we completed the acquisition of Sterling Financial Corporation through the merger of Sterling into The PNC Financial Services Group, Inc. As a result, we are now responsible for litigation pending against Sterling and its subsidiaries at that time. We will also be responsible for future litigation arising out of the conduct of the business of Sterling and its subsidiaries before the acquisition.

The following is a description of the significant Sterling-related legal proceedings currently pending against us. All of these matters arise in connection with Sterling’s commercial finance subsidiary, Equipment Finance LLC, which we refer to as EFI. We provide additional information regarding the EFI situation, the resulting investigations, and the financial impact on Sterling in our Registration Statement on Form S-4 relating to the merger. We refer you particularly to the information set forth under these captions.

   

“The Merger—Background of the Merger.”

   

“Recent Developments Regarding Sterling.”

   

“Supplemental Information Regarding Sterling Financial Corporation—Introduction” and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Restatement.”

   

“Note 2—Restatement of the Consolidated Financial Statements” in Notes to Sterling Financial Corporation Consolidated Financial Statements.

Securities Class-Action and Related Lawsuits. Several class action lawsuits were filed in May, June and July 2007 in the United States District Courts for the Eastern District of Pennsylvania and the Southern District of New York related to the EFI situation. In October 2007, the lawsuits filed in New York were transferred to the Pennsylvania court for coordinated pretrial proceedings. In February 2008, the plaintiffs filed a consolidated amended complaint on behalf of those who purchased Sterling common stock during the period from April 27, 2004 through May 24, 2007. This complaint names Sterling, Bank of Lancaster County, N.A. (a


 

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predecessor to a bank subsidiary of Sterling), EFI, and members of their management as defendants. The plaintiffs allege violations of the federal securities laws, including allegations that Sterling’s public statements and filings fraudulently omitted information and included fraudulent misrepresentations about the improprieties at EFI as well as about their impact on Sterling’s earnings and related matters. The plaintiffs assert that the price for Sterling stock was fraudulently inflated during the class period due to the alleged omissions and misrepresentations, and seek unspecified damages, interest, attorneys’ fees and costs. (As a result of our acquisition of Sterling, we may be responsible for indemnifying individual defendants in connection with this lawsuit.) We have filed a motion to dismiss this complaint. In addition, shareholders who received Sterling common

shares as consideration in Sterling acquisition transactions

are seeking to, or have threatened to, assert separate claims similar to those in the consolidated amended complaint.

Other Civil Litigation. Beginning in December 2007, five banks have filed lawsuits against Sterling and EFI in several Pennsylvania courts of common pleas, asserting various common law claims against Sterling, EFI or both arising out of the banks’ purchase of equipment loans from EFI. These banks seek recovery of the purchase price of the outstanding equipment loans that they purchased, plus, depending on the claim, punitive damages, interest, costs, and attorneys’ fees.

Governmental Investigations. The SEC is conducting a non-public investigation into the EFI situation. The United States Attorney’s Office for the Eastern District of Pennsylvania is also investigating the EFI situation. We are cooperating with both of these investigations and providing information in response to requests, as did Sterling before the merger.

NOTE 15 COMMITMENTS AND GUARANTEES

EQUITY FUNDING AND OTHER COMMITMENTS

Our unfunded commitments at March 31, 2008 included the following:

   

Private equity investments: $273 million,

   

Affordable housing limited partnerships: $90 million,

   

Other investments: $62 million, and

   

Historic tax credits: $23 million.

The amount of other investments at March 31, 2008 included those related to Steel City Capital Funding LLC (“Steel City”). We entered into a joint venture with a third party on March 1, 2007 to form Steel City for purposes of purchasing and originating second lien loans and turnaround loans. Steel City is a limited liability company in which various PNC subsidiaries hold approximately a 31% equity ownership. Our 2007 Form 10-K has additional information on this investment. At March 31, 2008, our capital contribution to

Steel City was approximately $25 million with a commitment to fund an additional $53 million. The third party investor has contributed $56 million with a commitment to fund an additional $119 million. We evaluated the accounting for this transaction under GAAP and determined that our aggregate investment will be accounted for under the equity method.

STANDBY LETTERS OF CREDIT

We issue standby letters of credit and have risk participations in standby letters of credit and bankers’ acceptances issued by other financial institutions, in each case to support obligations of our customers to third parties, such as remarketing programs for customers’ variable rate demand notes. Net outstanding standby letters of credit totaled $5.2 billion at March 31, 2008. If the customer fails to meet its financial or performance obligation to the third party under the terms of the contract or there is a need to support a remarketing program, then upon the request of the guaranteed party, we would be obligated to make payment to them. The standby letters of credit and risk participations in standby letters of credit and bankers’ acceptances outstanding on March 31, 2008 had terms ranging from less than one year to 15 years. The aggregate maximum amount of future payments PNC could be required to make under outstanding standby letters of credit and risk participations in standby letters of credit and bankers’ acceptances was $7.3 billion at March 31, 2008, of which $2.0 billion support remarketing programs.

Assets valued as of March 31, 2008 of approximately $.9 billion secured certain specifically identified standby letters of credit. Approximately $2.2 billion in recourse provisions from third parties was also available for this purpose as of March 31, 2008. In addition, a portion of the remaining standby letters of credit and letter of credit risk participations issued on behalf of specific customers is also secured by collateral or guarantees that secure the customers’ other obligations to us. The carrying amount of the liability for our obligations related to standby letters of credit and risk participations in standby letters of credit and bankers’ acceptances was $66 million at March 31, 2008.

STANDBY BOND PURCHASE AGREEMENTS AND OTHER LIQUIDITY FACILITIES

We enter into standby bond purchase agreements to support municipal bond obligations. At March 31, 2008, the aggregate of PNC’s commitments under these facilities was $395 million. PNC also enters into certain other liquidity facilities to support individual pools of receivables acquired by commercial paper conduits including Market Street. At March 31, 2008, our total commitments under these facilities were $9.0 billion, of which $8.8 billion was related to Market Street.

INDEMNIFICATIONS

We are a party to numerous acquisition or divestiture agreements under which we have purchased or sold, or agreed


 

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to purchase or sell, various types of assets. These agreements can cover the purchase or sale of:

   

Entire businesses,

   

Loan portfolios,

   

Branch banks,

   

Partial interests in companies, or

   

Other types of assets.

These agreements generally include indemnification provisions under which we indemnify the third parties to these agreements against a variety of risks to the indemnified parties as a result of the transaction in question. When PNC is the seller, the indemnification provisions will generally also provide the buyer with protection relating to the quality of the assets we are selling and the extent of any liabilities being assumed by the buyer. Due to the nature of these indemnification provisions, we cannot quantify the total potential exposure to us resulting from them.

We provide indemnification in connection with securities offering transactions in which we are involved. When we are the issuer of the securities, we provide indemnification to the underwriters or placement agents analogous to the indemnification provided to the purchasers of businesses from us, as described above. When we are an underwriter or placement agent, we provide a limited indemnification to the issuer related to our actions in connection with the offering and, if there are other underwriters, indemnification to the other underwriters intended to result in an appropriate sharing of the risk of participating in the offering. Due to the nature of these indemnification provisions, we cannot quantify the total potential exposure to us resulting from them.

As further described in our 2007 Form 10-K, we enter into certain types of agreements that include provisions for indemnifying third parties. We also enter into certain types of agreements, including leases, assignments of leases, and subleases, in which we agree to indemnify third parties for acts by our agents, assignees and/or sublessees, and employees. In addition, we enter into contracts for the delivery of technology service in which we indemnify the other party against claims of patent and copyright infringement by third parties. Due to the nature of these indemnification provisions, we cannot calculate our aggregate potential exposure under them.

We engage in certain insurance activities which require our employees to be bonded. We satisfy this bonding requirement by issuing letters of credit in a total amount of approximately $2 million.

In the ordinary course of business, we enter into contracts with third parties under which the third parties provide services on behalf of PNC. In many of these contracts, we agree to indemnify the third party service provider under certain circumstances. The terms of the indemnity vary from contract to contract and the amount of the indemnification liability, if any, cannot be determined.

 

We are a general or limited partner in certain asset management and investment limited partnerships, many of which contain indemnification provisions that would require us to make payments in excess of our remaining funding commitments. While in certain of these partnerships the maximum liability to us is limited to the sum of our unfunded commitments and partnership distributions received by us, in the others the indemnification liability is unlimited. As a result, we cannot determine our aggregate potential exposure for these indemnifications.

Pursuant to their bylaws, PNC and its subsidiaries provide indemnification to directors, officers and, in some cases, employees and agents against certain liabilities incurred as a result of their service on behalf of or at the request of PNC and its subsidiaries. PNC and its subsidiaries also advance on behalf of covered individuals costs incurred in connection with certain claims or proceedings, subject to written undertakings by each such individual to repay all amounts advanced if it is ultimately determined that the individual is not entitled to indemnification. We generally are responsible for similar indemnifications and advancement obligations that companies we acquire, including Riggs and Sterling, had to their officers, directors and sometimes employees and agents at the time of acquisition. We advanced such costs on behalf of several such individuals (including some from Riggs) with respect to pending litigation or investigations during 2008. It is not possible for us to determine the aggregate potential exposure resulting from the obligation to provide this indemnity or to advance such costs.

In connection with the lending of securities facilitated by PFPC as an intermediary on behalf of certain of its clients, we provide indemnification to those clients against the failure of the borrowers to return the securities. The market value of the securities lent is fully secured on a daily basis; therefore, the exposure to us is limited to temporary shortfalls in the collateral as a result of short-term fluctuations in trading prices of the loaned securities. At March 31, 2008, the total maximum potential exposure as a result of these indemnity obligations was $9.1 billion, although the collateral at the time exceeded that amount.

VISA INDEMNIFICATION

Our payment services business issues and acquires credit and debit card transactions through Visa U.S.A. Inc. card association or its affiliates (“Visa”).

As further described in our 2007 Form 10-K, in October 2007 Visa completed a restructuring and issued shares of Visa Inc. common stock to its financial institution members (“Visa Reorganization”) in contemplation of its initial public offering (“IPO”). As part of the Visa Reorganization, we received our proportionate share of a class of Visa Inc. common stock allocated to the US members. Prior to the IPO, the US members were obligated to indemnify Visa for judgments and settlements related to specified litigation. In accordance with


 

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GAAP, during the fourth quarter of 2007 we recorded a liability and pretax operating expense of $82 million representing our estimate of the fair value of our indemnification obligation for potential losses arising from this litigation.

Visa’s IPO occurred in March 2008. Visa redeemed 2.2 million of our investment in Visa Class B common shares for cash out of the proceeds of the IPO. Accordingly, we recognized a pretax gain of $95 million during the first quarter of 2008 in other noninterest income in connection with this redemption. In addition, Visa set aside $3 billion of the IPO proceeds in an escrow account for the benefit of the US member financial institutions to fund the expenses of the litigation as well as the members’ proportionate share of any judgments or settlements that may arise out of the litigation. Therefore, we reduced our indemnification liability proportionately based upon the escrowed amount via a credit to noninterest expense of $43 million pretax during the first quarter of 2008. At March 31, 2008, our remaining recorded Visa indemnification liability totaled $39 million.

RECOURSE AGREEMENT WITH GOVERNMENT AGENCIES

In connection with our July 2007 acquisition of ARCS, we are authorized to originate, underwrite, close and service commercial mortgage loans and then sell them to Fannie Mae under Fannie Mae’s DUS program. We have similar arrangements with Freddie Mac.

Under these programs, we assume up to one-third of the risk of loss on unpaid principal balances. At March 31, 2008, the maximum recourse liability was $3.6 billion. Accordingly, we maintain a reserve for such potential losses which approximates the fair value of this liability. At March 31, 2008, the unpaid principal balance outstanding of loans sold as a participant in these programs was $11.8 billion. The fair value of the guarantee, in the form of reserves for losses under this program, totaled $40 million as of March 31, 2008 and is included in other liabilities on our Consolidated Balance Sheet. If payment is required under these programs, we would not have an interest in the collateral underlying the mortgage loans on which losses occurred. The serviced loans are not included on our Consolidated Balance Sheet.

OTHER GUARANTEES

We write caps and floors for customers, risk management and proprietary trading purposes. At March 31, 2008, the fair value of the written caps and floors liability on our Consolidated Balance Sheet was $30 million. Our ultimate obligation under written options is based on future market conditions and is only quantifiable at settlement. We manage our market risk exposure from customer positions through transactions with third-party dealers.

We also enter into credit default swaps under which we buy loss protection from or sell loss protection to a counterparty for the occurrence of a credit event of a reference entity. The

fair value of the contracts sold on our Consolidated Balance Sheet was a net liability of $82 million at March 31, 2008. The maximum amount we would be required to pay under the credit default swaps in which we sold protection, assuming all reference obligations experience a credit event at a total loss, without recoveries, was $1.7 billion at March 31, 2008.

We have entered into various contingent performance guarantees through credit risk participation arrangements with terms ranging from less than one year to nine years. We will be required to make payments under these guarantees if a customer defaults on its obligation to perform under certain credit agreements with third parties. Our exposure under these agreements was approximately $586 million at March 31, 2008.

CONTINGENT PAYMENTS IN CONNECTION WITH CERTAIN ACQUISITIONS

A number of the acquisition agreements to which we are a party and under which we have purchased various types of assets, including the purchase of entire businesses, partial interests in companies, or other types of assets, require us to make additional payments in future years if certain predetermined goals are achieved or not achieved within a specific time period. Due to the nature of the contract provisions, we cannot quantify our total exposure that may result from these agreements.

NOTE 16 SEGMENT REPORTING

We have four major businesses engaged in providing banking, asset management and global fund processing products and services:

   

Retail Banking,

   

Corporate & Institutional Banking,

   

BlackRock, and

   

PFPC.

Results of individual businesses are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the financial results of individual businesses are not necessarily comparable with similar information for any other company. We refine our methodologies from time to time as our management accounting practices are enhanced and our businesses and management structure change. Financial results are presented, to the extent practicable, as if each business, with the exception of our BlackRock segment, operated on a stand-alone basis. As permitted under GAAP, we have aggregated the business results for certain operating segments for financial reporting purposes.

Assets receive a funding charge and liabilities and capital receive a funding credit based on a transfer pricing methodology that incorporates product maturities, duration and other factors. Capital is intended to cover unexpected losses and is assigned to the banking and processing


 

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businesses using our risk-based economic capital model. We have assigned to Retail Banking capital equal to 6% of funds to reflect the capital required for well-capitalized domestic banks and to approximate market comparables for this business. The capital assigned for PFPC reflects its legal entity shareholders’ equity.

We have allocated the allowances for loan and lease losses and unfunded loan commitments and letters of credit based on our assessment of risk inherent in the business segment loan portfolios. Our allocation of the costs incurred by operations and other support areas not directly aligned with the businesses is primarily based on the use of services.

Total business segment financial results differ from total consolidated results. The impact of these differences is reflected in the “Intercompany Eliminations” and “Other” categories in the business segment tables. “Intercompany Eliminations” reflects activities conducted among our businesses that are eliminated in the consolidated results. “Other” includes residual activities that do not meet the criteria for disclosure as a separate 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 activities, differences between business segment performance reporting and financial statement reporting (GAAP), and most corporate overhead.

Assets, revenue and earnings attributable to foreign activities were not material in the periods presented for comparative purposes.

BUSINESS SEGMENT PRODUCTS AND SERVICES

Retail Banking provides deposit, lending, brokerage, trust, investment management, and cash management services to approximately 2.9 million consumer and small business customers within our primary geographic markets. Our customers are serviced through approximately 1,100 offices in our branch network, the call center located in Pittsburgh and the Internet – www.pncbank.com. The branch network is located primarily in Pennsylvania, New Jersey, Washington, DC, Maryland, Virginia, Ohio, Kentucky and Delaware. Brokerage services are provided through PNC Investments, LLC and, prior to March 31, 2008, Hilliard Lyons. See Note 2 Acquisitions And Divestitures regarding our sale of Hilliard Lyons on March 31, 2008.

Retail Banking also serves as investment manager and trustee for employee benefit plans and charitable and endowment assets and provides nondiscretionary defined contribution plan services. These services are provided to individuals and corporations primarily within our primary geographic markets.

 

Corporate & Institutional Banking provides lending, treasury management, and capital markets-related products and services to mid-sized corporations, government entities, and selectively to large corporations. Lending products include secured and unsecured loans, letters of credit and equipment leases. Treasury management services include cash and investment management, receivables 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, securities underwriting, and securities sales and trading. Corporate & Institutional Banking also provides commercial loan servicing, real estate advisory and technology solutions for the commercial real estate finance industry. Corporate & Institutional Banking provides products and services generally within our primary geographic markets, with certain products and services provided nationally.

BlackRock is one of the largest publicly traded investment management firms in the United States with $1.364 trillion of assets under management at March 31, 2008. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of fixed income, cash management, equity and balanced and alternative investment separate accounts and funds. In addition, BlackRock provides risk management, investment system outsourcing and financial advisory services globally to institutional investors. At March 31, 2008, PNC’s ownership interest in BlackRock was approximately 33.4%.

PFPC is a leading full service provider of processing, technology and business solutions for the global investment industry. Securities services include custody, securities lending, and accounting and administration for funds registered under the 1940 Act and alternative investments. Investor services include transfer agency, subaccounting, and distribution. Financial advisor services include managed accounts and information management. PFPC serviced $2.6 trillion in total assets and 76 million shareholder accounts as of March 31, 2008 both domestically and internationally through its Ireland and Luxembourg operations.


 

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Results Of Businesses

 

Three months ended March 31

In millions

   Retail
Banking
   Corporate &
Institutional
Banking
    BlackRock    PFPC     Other     Intercompany
Eliminations
    Consolidated

2008

                

INCOME STATEMENT

                

Net interest income (expense)

   $ 497    $ 237        $ (10 )   $ 130       $ 854

Noninterest income

     622      1     $ 81      238       36     $ (11 )     967

Total revenue

     1,119      238       81      228       166       (11 )     1,821

Provision for (recoveries of) credit losses

     104      49            (2 )       151

Depreciation and amortization

     31      6          18       30         85

Other noninterest expense

     550      209              164       44       (10 )     957

Earnings (loss) before income taxes

     434      (26 )     81      46       94       (1 )     628

Income taxes

     213      (28 )     21      17       28               251

Earnings (loss)

   $ 221    $ 2     $ 60    $ 29     $ 66     $ (1 )   $ 377

Inter-segment revenue

   $ 4    $ 3     $ 4    $ 6     $ (6 )   $ (11 )      

AVERAGE ASSETS (a)

   $ 45,856    $ 35,245     $ 4,357    $ 2,699     $ 56,248     $ (3,850 )   $ 140,555

2007

                

INCOME STATEMENT

                

Net interest income (expense)

   $ 451    $ 180        $ (8 )       $ 623

Noninterest income

     387      187     $ 66      208     $ 153     $ (10 )     991

Total revenue

     838      367       66      200       153       (10 )     1,614

Provision for (recoveries of) credit losses

     23      (16 )          1         8

Depreciation and amortization

     22      5          15       24         66

Other noninterest expense

     474      188              138       85       (7 )     878

Earnings (loss) before income taxes

     319      190       66      47       43       (3 )     662

Income taxes

     118      58       15      16       (7 )     3       203

Earnings (loss)

   $ 201    $ 132     $ 51    $ 31     $ 50     $ (6 )   $ 459

Inter-segment revenue

   $ 6    $ 3     $ 4    $ 4     $ (7 )   $ (10 )      

AVERAGE ASSETS (a)

   $ 34,449    $ 26,498     $ 3,870    $ 2,378     $ 44,087     $ (3,860 )   $ 107,422

 

(a) Period-end balances for BlackRock and PFPC.

Certain revenue and expense amounts shown in the preceding table differ from amounts included in the Business Segments Review section of Part I, Item 2 of this Form 10-Q due to the presentation in Item 2 of business revenues on a taxable-equivalent basis, the inclusion of first quarter 2007 BlackRock/MLIM transaction integration costs and first quarter 2008 Albridge Solutions and Coates Analytics integration costs in “Other” in the Item 2 presentation, and classification differences related to PFPC. PFPC income classified as net interest income (expense) in the preceding table represents the interest components of other nonoperating income (net of nonoperating expense) and debt financing as disclosed in the Business Segments Review section.

 

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STATISTICAL INFORMATION (Unaudited)

THE PNC FINANCIAL SERVICES GROUP, INC.

Average Consolidated Balance Sheet And Net Interest Analysis

 

      First Quarter 2008     Fourth Quarter 2007  

Taxable-equivalent basis

Dollars in millions

   Average
Balances
    Interest
Income/
Expense
   Average
Yields/
Rates
    Average
Balances
    Interest
Income/
Expense
   Average
Yields/
Rates
 

Assets

              

Interest-earning assets:

              

Securities available for sale

              

Residential mortgage-backed

   $ 20,506     $ 281    5.47 %   $ 20,592     $ 285    5.54 %

Commercial mortgage-backed

     5,538       74    5.32       4,921       66    5.30  

Asset-backed

     2,849       37    5.25       2,704       37    5.52  

U.S. Treasury and government agencies

     90       1    5.97       155       1    4.38  

State and municipal

     411       7    6.95       306       4    4.57  

Other debt

     84       1    6.06       52       1    6.02  

Corporate stocks and other

     494       4    3.20       458       4    4.34  

Total securities available for sale

     29,972       405    5.41       29,188       398    5.46  

Loans, net of unearned income

              

Commercial

     29,147       472    6.40       27,528       488    6.95  

Commercial real estate

     8,986       150    6.59       8,919       170    7.43  

Lease financing

     2,484       17    2.79       2,552       15    2.41  

Consumer

     18,897       288    6.12       18,150       300    6.57  

Residential mortgage

     9,411       142    6.05       9,605       147    6.10  

Other

     391       7    6.99       400       7    7.10  

Total loans, net of unearned income

     69,316       1,076    6.18       67,154       1,127    6.62  

Loans held for sale

     3,607       51    5.62       3,408       53    6.09  

Federal funds sold and resale agreements

     3,040       25    3.25       2,516       28    4.29  

Other

     5,384       71    5.30       4,926       71    5.73  

Total interest-earning assets/interest income

     111,319       1,628    5.83       107,192       1,677    6.19  

Noninterest-earning assets:

              

Allowance for loan and lease losses

     (852 )          (749 )     

Cash and due from banks

     3,027            3,089       

Other

     27,061            25,418       

Total assets

   $ 140,555          $ 134,950       

Liabilities, Minority and Noncontrolling Interests, and Shareholders' Equity

              

Interest-bearing liabilities:

              

Interest-bearing deposits

              

Money market

   $ 25,405       167    2.64     $ 24,697       201    3.21  

Demand

     9,580       21    .87       9,587       26    1.11  

Savings

     2,625       2    .33       2,662       3    .38  

Retail certificates of deposit

     16,556       175    4.24       16,921       196    4.60  

Other time

     3,813       37    3.81       1,948       25    4.98  

Time deposits in foreign offices

     6,026       48    3.18       6,488       71    4.30  

Total interest-bearing deposits

     64,005       450    2.82       62,303       522    3.31  

Borrowed funds

              

Federal funds purchased

     5,564       46    3.25       5,232       60    4.50  

Repurchase agreements

     2,614       20    3.00       2,875       29    4.01  

Federal Home Loan Bank borrowings

     8,233       90    4.32       6,339       82    5.03  

Bank notes and senior debt

     6,754       66    3.87       7,676       100    5.11  

Subordinated debt

     4,649       54    4.65       4,118       57    5.55  

Other

     4,247       39    3.65       2,353       27    4.48  

Total borrowed funds

     32,061       315    3.89       28,593       355    4.88  

Total interest-bearing liabilities/interest expense

     96,066       765    3.17       90,896       877    3.81  

Noninterest-bearing liabilities, minority and noncontrolling

              

interests, and shareholders' equity:

              

Demand and other noninterest-bearing deposits

     17,564            18,472       

Allowance for unfunded loan commitments and letters of credit

     135            127       

Accrued expenses and other liabilities

     10,690            9,035       

Minority and noncontrolling interests in consolidated entities

     1,817            1,658       

Shareholders' equity

     14,283            14,762       

Total liabilities, minority and noncontrolling interests, and shareholders' equity

   $ 140,555                  $ 134,950               

Interest rate spread

        2.66          2.38  

Impact of noninterest-bearing sources

                  .43                    .58  

Net interest income/margin

           $ 863    3.09 %           $ 800    2.96 %

Nonaccrual loans are included in loans, net of unearned income. The impact of financial derivatives used in interest rate risk management is included in the interest income/expense and average yields/rates of the related assets and liabilities. Basis adjustments related to hedged items are included in noninterest-earning assets and noninterest-bearing liabilities. Average balances of securities are based on amortized historical cost (excluding SFAS 115 adjustments to fair value, which are included in other assets). Average balances for certain loans and borrowed funds accounted for at fair value, with changes in fair value recorded in trading noninterest income, are included in noninterest-earning assets and noninterest-bearing liabilities.

 

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Average Consolidated Balance Sheet And Net Interest Analysis (Continued)

 

Third Quarter 2007     Second Quarter 2007     First Quarter 2007  

Average

Balances

  

Interest

Income/

Expense

  

Average

Yields/

Rates

    Average
Balances
   

Interest

Income/

Expense

  

Average

Yields/

Rates

    Average
Balances
   

Interest

Income/

Expense

  

Average

Yields/

Rates

 
                   
                   
                   
$19,541    $266    5.44 %     $19,280     $261    5.40 %   $17,198     $229    5.33 %
4,177    59    5.68       3,646     54    5.90     3,338     43    5.19  
2,454    31    4.96       2,531     28    4.50     1,876     26    5.52  
281    4    4.74       344     4    4.77     394     4    4.20  
233    3    5.55       203     2    4.39     162     2    4.93  
25       5.01       33     1    14.38     79     2    7.05  
381    5    4.96       383     5    4.85     347     4    4.95  
27,092    368    5.42       26,420     355    5.37     23,394     310    5.31  
                   
26,352    488    7.25       25,845     478    7.31     21,479     405    7.28  
8,272    170    8.04       8,320     168    7.98     5,478     95    7.40  
2,581    25    3.87       2,566     12    1.87     2,534     24    3.81  
17,954    302    6.66       17,886     296    6.64     16,865     269    6.47  
9,325    141    6.07       8,527     127    5.95     7,173     97    5.84  
393    8    7.45       411     7    6.97     527     9    6.80  
64,877    1,134    6.89       63,555     1,088    6.81     54,056     899    6.68  
2,842    47    6.51       2,611     39    6.11     2,955     45    6.13  
2,163    27    4.93       1,832     23    5.02     2,092     26    4.96  
4,342    57    5.25       3,606     57    6.28     2,735     41    6.17  
101,316    1,633    6.37       98,024     1,562    6.35     85,232     1,321    6.23  
                   
(708)           (692 )        (612 )     
3,047           2,991          2,945       
23,977           22,997          19,857       
$127,632         $ 123,320          $107,422       
                   
                   
                   
$24,151    213    3.49       $23,979     213    3.55     $22,503     200    3.60  
9,275    26    1.10       9,494     26    1.08     8,671     25    1.18  
2,841    3    .42       2,988     3    .47     2,250     3    .46  
16,563    194    4.65       17,426     205    4.71     15,691     181    4.63  
2,748    36    5.26       2,297     31    5.18     1,623     18    5.04  
4,616    59    4.93       4,220     54    5.14     3,129     41    5.21  
60,194    531    3.49       60,404     532    3.52     53,867     468    3.52  
                   
6,249    83    5.19       6,102     83    5.33     4,533     58    5.15  
2,546    30    4.54       2,507     29    4.61     1,858     22    4.70  
2,097    25    4.79       106     1    3.61     64     1    4.09  
7,537    105    5.44       5,681     76    5.33     4,182     56    5.36  
4,039    60    5.97       4,466     67    5.95     4,370     67    6.17  
2,741    32    4.51       2,459     28    4.59     1,813     20    4.39  
25,209    335    5.22       21,321     284    5.28     16,820     224    5.33  
85,403    866    3.99       81,725     816    3.98     70,687     692    3.95  
                   
                   
18,211           17,824          15,807       
125           121          126       
8,117           7,655          7,961       
1,414           1,367          893       
14,362           14,628          11,948       
$127,632               $ 123,320                $107,422             
      2.38          2.37          2.28  
          .62                  .66                .67  
     $767    3.00 %           $746    3.03 %         $629    2.95 %

Loan fees for the three months ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007 were $11 million, $11 million, $9 million, $10 million and $9 million, respectively. Interest income includes the effects of taxable-equivalent adjustments using a marginal federal income tax rate of 35% to increase tax-exempt interest income to a taxable-equivalent basis. The taxable-equivalent adjustments to interest income for the three months ended March 31, 2008, December 31, 2007, September 30, 2007, June 30, 2007 and March 31, 2007 were $9 million, $7 million, $6 million, $8 million and $6 million, respectively.

 

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 14 Legal Proceedings in the Notes To Consolidated Financial Statements under Part I, Item 1, of this Report, which is incorporated by reference in response to this item.

ITEM 1A. RISK FACTORS

The risk factor previously disclosed in PNC’s 2007 Form 10-K in response to Part I, Item 1A under the caption, “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,” is hereby updated and replaced with the following:

“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.

Acquisitions of other financial services companies in general present risks to PNC in addition to those presented by the nature of the business acquired. In particular, acquisitions may be substantially more expensive to complete (including as a result of costs incurred in connection with the integration of the acquired company) and the anticipated benefits (including anticipated cost savings and strategic gains) may be significantly harder or take longer to achieve than expected. In some cases, acquisitions involve our entry into new businesses or new geographic or other markets, and these situations also present risks resulting from our inexperience in these new areas. As a regulated financial institution, our pursuit of attractive acquisition opportunities could be negatively impacted due to regulatory delays or other regulatory issues. Regulatory and/or legal issues relating to the pre-acquisition operations of an acquired business may cause reputational harm to PNC following the acquisition and integration of the acquired business into ours and may result in additional future costs arising as a result of those issues.

Our recent acquisition of Sterling presents many of the risks and uncertainties related to acquisition transactions themselves and to the integration of the acquired businesses into PNC after closing described above. Sterling presents regulatory and litigation risk, as a result of financial irregularities at Sterling’s commercial finance subsidiary, that may impact our financial results.”

There are no material changes from any of the other risk factors previously disclosed in PNC’s 2007 Form 10-K in response to Part I, Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Details of our repurchases of PNC common stock during the first quarter of 2008 are included in the following table:

In thousands, except per share data

 

2008 period   Total shares
purchased (a)
  Average
price
paid per
share
  Total shares
purchased as
part of
publicly
announced
programs (b)
  Maximum
number of
shares that
may yet be
purchased
under the
programs (b)

January 1 – January 31

  265   $ 61.92     24,710

February 1 – February 29

  198   $ 63.66     24,710

March 1 – March 31

  264   $ 65.17     24,710

Total

  727   $ 63.58        
(a) Reflects PNC common stock purchased in connection with our various employee benefit plans. No shares were purchased under the program referred to in note (b) to this table during the first quarter of 2008.
(b) Our current stock repurchase program allows us to purchase up to 25 million shares on the open market or in privately negotiated transactions. This program was authorized on October 4, 2007 and will remain in effect until fully utilized or until modified, superseded or terminated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An annual meeting of shareholders of The PNC Financial Services Group, Inc. was held on April 22, 2008 for the purpose of considering and acting upon the following matters: (1) the election of 18 directors to serve until the next annual meeting and until their successors are elected and qualified, and (2) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2008.

Eighteen directors were elected and the aggregate votes cast for or against/withheld were as follows:

 

     Aggregate Votes
Nominee    For    Against/
Withheld

Richard O. Berndt

   285,123,175    14,014,247

Charles E. Bunch

   293,748,872    5,388,550

Paul W. Chellgren

   293,983,956    5,153,466

Robert N. Clay

   294,047,275    5,090,146

George A. Davidson, Jr.

   293,893,660    5,243,762

Kay Coles James

   294,719,909    4,417,512

Richard B. Kelson

   294,832,350    4,305,072

Bruce C. Lindsay

   293,896,340    5,241,082

Anthony A. Massaro

   294,944,605    4,192,817

Jane G. Pepper

   275,262,488    23,874,934

James E. Rohr

   284,505,469    14,631,952

Donald J. Shepard

   293,966,365    5,171,057

Lorene K. Steffes

   294,755,694    4,381,728

Dennis F. Strigl

   294,405,046    4,732,376

Stephen G. Thieke

   294,931,232    4,206,190

Thomas J. Usher

   293,822,520    5,314,902

George H. Walls, Jr.

   294,017,137    5,120,285

Helge H. Wehmeier

   293,966,447    5,170,975

 

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The Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2008 was ratified and the aggregate votes cast for or against and the abstentions were as follows:

Aggregate Votes

 

For   Against   Abstain
295,018,152   1,613,928   2,505,343

With respect to all of the preceding matters, holders of our common and voting preferred stock voted together as a single class. The following table sets forth, as of the February 29, 2008 record date, the number of shares of each class or series of stock that were issued and outstanding and entitled to vote, the voting power per share, and the aggregate voting power of each class or series:

 

Title of Class or Series   Voting Rights
Per Share
  Number of
Shares Entitled
to Vote
  Aggregate
Voting Power
 

Common Stock

  1   340,519,544   340,519,544  

$1.80 Cumulative Convertible Preferred Stock – Series A

  8   6,637   53,096  

$1.80 Cumulative Convertible Preferred Stock – Series B

  8   1,393   11,144  

$1.60 Cumulative Convertible Preferred Stock – Series C

  4/2.4   127,268   212,113  

$1.80 Cumulative Convertible Preferred Stock – Series D

  4/2.4   183,494   305,823  
         

Total possible votes

          341,101,720 *
* Represents greatest number of votes possible. Actual aggregate voting power was less since each holder of voting preferred stock was entitled to a number of votes equal to the number of full shares of common stock into which such holder’s preferred stock was convertible.

ITEM 6. EXHIBITS

The following exhibit index lists Exhibits filed, or in the case of Exhibits 32.1 and 32.2 furnished, with this Quarterly Report on Form 10-Q:

EXHIBIT INDEX

 

 10.50    Form of employee stock option agreement with varied vesting schedule or circumstances. Incorporated by reference to Exhibit 10.50 of the Corporation’s Current Report on Form 8-K dated and filed April 18, 2008.
 10.51    Form of employee restricted stock agreement with varied vesting schedule or circumstances. Incorporated by reference to Exhibit 10.51 of the Corporation’s Current Report on Form 8-K dated and filed April 18, 2008.
 10.52    Second Amendment to the Corporation’s 2006 Incentive Award Plan.
 10.53    The Corporation’s 2006 Incentive Award Plan, restated as amended by First and Second Amendments.
 12.1    Computation of Ratio of Earnings to Fixed Charges.
 12.2    Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
 31.1    Certification of Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32.1    Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

You can receive copies of these Exhibits electronically at the SEC’s home page at www.sec.gov or by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, DC 20549 at prescribed rates. The Exhibits are also available as part of this Form 10-Q on or through PNC’s corporate website at www.pnc.com/secfilings under “Form 10-Q.” Shareholders and bondholders may also receive copies of Exhibits, without charge, by contacting Shareholder Relations at 800-843-2206 or via e-mail at investor.relations@pnc.com.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on May 12, 2008 on its behalf by the undersigned thereunto duly authorized.

 

The PNC Financial Services Group, Inc.
/s/ Richard J. Johnson

Richard J. Johnson

Chief Financial Officer

(Principal Financial Officer)


 

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CORPORATE INFORMATION

THE PNC FINANCIAL SERVICES GROUP, INC.

CORPORATE HEADQUARTERS

The PNC Financial Services Group, Inc.

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

412-762-2000

STOCK LISTING

The PNC Financial Services Group, Inc.’s common stock is listed on the New York Stock Exchange under the symbol PNC.

INTERNET INFORMATION

The PNC Financial Services Group, Inc.’s financial reports and information about its products and services are available on the internet at www.pnc.com.

FINANCIAL INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934. Therefore, we file annual, quarterly and current reports as well as proxy materials with the Securities and Exchange Commission (“SEC”). You can obtain copies of these and other filings, including exhibits, electronically at the SEC’s Internet website at www.sec.gov or on or through PNC’s corporate Internet website at www.pnc.com/secfilings. Copies may also be obtained without charge by contacting Shareholder Services at 800-982-7652 or via e-mail at web.queries@computershare.com.

CORPORATE GOVERNANCE AT PNC

Information about our Board of Directors (“Board”) and its committees and about corporate governance at PNC is available on PNC’s corporate website at www.pnc.com/corporategovernance. Shareholders who would like to request printed copies of the PNC Code of Business Conduct and Ethics or our Corporate Governance Guidelines or the charters of our Board’s Audit, Nominating & Governance, and Personnel & Compensation Committees (all of which are posted on the PNC corporate website) may do so by sending their requests to George P. Long, III, Corporate Secretary, at corporate headquarters at the above address. Copies will be provided without charge to shareholders.

INQUIRIES

For financial services call 888-PNC-2265. Individual shareholders should contact Shareholder Services at 800-982-7652.

Analysts and institutional investors should contact William H. Callihan, Senior Vice President, Director of Investor Relations, at 412-762-8257 or via e-mail at investor.relations@pnc.com.

 

News media representatives and others seeking general information should contact Brian E. Goerke, Director of External Communications, at 412-762-4550 or via e-mail at corporate.communications@pnc.com.

COMMON STOCK PRICES/DIVIDENDS DECLARED

The table below sets forth by quarter the range of high and low sale and quarter-end closing prices for The PNC Financial Services Group, Inc. common stock and the cash dividends declared per common share.

 

      High    Low    Close   

Cash

Dividends

Declared

2008 Quarter

             

First

   $ 71.20    $ 53.10    $ 65.57    $ .63
 

2007 Quarter

             

First

   $ 76.41    $ 68.60    $ 71.97    $ .55

Second

     76.15      70.31      71.58      .63

Third

     75.99      64.00      68.10      .63

Fourth

     74.56      63.54      65.65      .63

Total

                        $ 2.44

DIVIDEND POLICY

Holders of The PNC Financial Services Group, Inc. common stock are entitled to receive dividends when declared by the Board out of funds legally available for this purpose. The Board presently intends to continue the policy of paying quarterly cash dividends. However, the amount of future dividends will depend on earnings, the financial condition of The PNC Financial Services Group, Inc. and other factors, including applicable government regulations and policies and contractual restrictions.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The PNC Financial Services Group, Inc. Dividend Reinvestment and Stock Purchase Plan enables holders of our common and preferred stock to purchase additional shares of common stock conveniently and without paying brokerage commissions or service charges. You can obtain a prospectus and enrollment form by contacting Shareholder Services at 800-982-7652.

REGISTRAR AND TRANSFER AGENT

Computershare Investor Services, LLC

250 Royall Street

Canton, MA 02021

800-982-7652


 

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