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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 September 30, 2010

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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 October 29, 2010, there were 525,796,405 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 Third Quarter 2010 Form 10-Q

 

     Pages  

PART I – FINANCIAL INFORMATION

  

Item 1.Financial Statements (Unaudited).

  

Consolidated Income Statement

     59   

Consolidated Balance Sheet

     60   

Consolidated Statement Of Cash Flows

     61   

Notes To Consolidated Financial Statements (Unaudited)

  

Note 1   Accounting Policies

     62   

Note 2   Divestiture

     64   

Note 3   Loan Sale and Servicing Activities and Variable Interest Entities

     64   

Note 4   Loans and Commitments To Extend Credit

     69   

Note 5   Asset Quality

     70   

Note 6   Purchased Impaired Loans Related to National City

     71   

Note 7   Investment Securities

     72   

Note 8   Fair Value

     77   

Note 9   Goodwill and Other Intangible Assets

     89   

Note 10 Capital Securities of Subsidiary Trusts and Perpetual Trust Securities

     91   

Note 11 Certain Employee Benefit And Stock-Based Compensation Plans

     92   

Note 12 Financial Derivatives

     94   

Note 13 Earnings Per Share

     101   

Note 14 Total Equity And Other Comprehensive Income

     102   

Note 15 Income Taxes

     103   

Note 16 Summarized Financial Information of BlackRock

     104   

Note 17 Legal Proceedings

     104   

Note 18 Commitments and Guarantees

     106   

Note 19 Segment Reporting

     109   

Statistical Information (Unaudited)

  

Average Consolidated Balance Sheet And Net Interest Analysis

     112-113   

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

     1-58   

Financial Review

  

Consolidated Financial Highlights

     1-2   

Executive Summary

     3   

Consolidated Income Statement Review

     9   

Consolidated Balance Sheet Review

     12   

Off-Balance Sheet Arrangements And Variable Interest Entities

     22   

Fair Value Measurements

     26   

Business Segments Review

     27   

Critical Accounting Estimates And Judgments

     38   

Status Of Qualified Defined Benefit Pension Plan

     40   

Risk Management

     41   

Internal Controls And Disclosure Controls And Procedures

     53   

Glossary Of Terms

     53   

Cautionary Statement Regarding Forward-Looking Information

     56   

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

     41-52 and 94-100  

Item 4.Controls and Procedures.

     53   

PART II – OTHER INFORMATION

  

Item 1.Legal Proceedings.

     114   

Item 1A.Risk Factors.

     114   

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

     114   

Item 6.Exhibits.

     115   

Exhibit Index.

     115   

Signature

     115   

Corporate Information

     116   


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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 September 30     Nine months ended September 30  
Unaudited        2010             2009             2010             2009      

FINANCIAL RESULTS (a)

          

Revenue

          

Net interest income

   $ 2,215      $ 2,224      $ 7,029      $ 6,737   

Noninterest income

     1,383        1,629        4,244        4,605   

Total revenue

     3,598        3,853        11,273        11,342   

Noninterest expense

     2,158        2,214        6,273        6,864   

Pretax, pre-provision earnings (b)

   $ 1,440      $ 1,639      $ 5,000      $ 4,478   

Provision for credit losses

   $ 486      $ 914      $ 2,060      $ 2,881   

Income from continuing operations before noncontrolling interests

   $ 775      $ 540      $ 2,204      $ 1,255   

Income from discontinued operations, net of income taxes (c)

   $ 328      $ 19      $ 373      $ 41   

Net income

   $ 1,103      $ 559      $ 2,577      $ 1,296   

Net income attributable to common shareholders (d)

   $ 1,094      $ 467      $ 2,213      $ 992   

Diluted earnings per common share

          

Continuing operations

   $ 1.45      $ .96      $ 3.52      $ 2.08   

Discontinued operations (c)

     .62        .04        .72        .09   

Net income

   $ 2.07      $ 1.00      $ 4.24      $ 2.17   

Cash dividends declared per common share

   $ .10      $ .10      $ .30      $ .86   

Total preferred dividends declared, including TARP

   $ 4      $ 99      $ 122      $ 269   

TARP Capital Purchase Program preferred dividends (d)

     $ 95      $ 89      $ 237   

Impact of TARP Capital Purchase Program preferred dividends per diluted common share

     $ .21      $ .17      $ .52   

Redemption of TARP preferred stock discount accretion (d)

                   $ 250           

PERFORMANCE RATIOS

          

From continuing operations

          

Noninterest income to total revenue

     38     42     38     41

Efficiency

     60        57        56        61   

From net income

          

Net interest margin (e)

     3.96     3.76     4.18     3.72

Return on:

          

Average common shareholders’ equity

     15.12        8.70        10.98        6.77   

Average assets

     1.65        .81        1.30        .62   

See page 53 for a glossary of certain terms used in this Report.

Certain prior period amounts have been reclassified to conform with the current period presentation, which we believe is more meaningful to readers of our consolidated financial statements.

(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) We believe that pretax, pre-provision earnings, a non-GAAP measure, is useful as a tool to help evaluate our ability to provide for credit costs through operations.
(c) Includes results of operations for PNC Global Investment Servicing Inc. (GIS) through June 30, 2010 and the related after-tax gain on sale. We sold GIS effective July 1, 2010, resulting in a gain of $639 million, or $328 million after taxes, recognized during the third quarter of 2010. See Sale of PNC Global Investment Servicing in the Executive Summary section of the Financial Review section of this Report and Note 2 Divestiture in the Notes To Consolidated Financial Statements of this Report for additional information.
(d) We redeemed the Series N (TARP) Preferred Stock on February 10, 2010. In connection with the redemption, we accelerated the accretion of the remaining issuance discount on the Series N Preferred Stock and recorded a corresponding reduction in retained earnings of $250 million in the first quarter of 2010. This resulted in a one-time, noncash reduction in net income attributable to common shareholders and related basic and diluted earnings per share.
(e) Calculated as annualized taxable-equivalent net interest income divided by average earning assets. The interest income earned on certain earning 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 margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin 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 taxable-equivalent adjustments to net interest income for the three months ended September 30, 2010 and September 30, 2009 were $22 million and $16 million, respectively. The taxable-equivalent adjustments to net interest income for the nine months ended September 30, 2010 and September 30, 2009 were $59 million and $47 million, respectively.

 

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CONSOLIDATED FINANCIAL HIGHLIGHTS (CONTINUED) (a)

 

Unaudited    September 30
2010
    December 31
2009
    September 30
2009
 

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

        

Assets

   $ 260,133      $ 269,863      $ 271,407   

Loans (b) (c)

     150,127        157,543        160,608   

Allowance for loan and lease losses (b)

     5,231        5,072        4,810   

Interest-earning deposits with banks (b)

     415        4,488        1,129   

Investment securities (b)

     63,461        56,027        54,413   

Loans held for sale (c)

     3,275        2,539        3,509   

Goodwill and other intangible assets

     10,518        12,909        12,734   

Equity investments (b)

     10,137        10,254        8,684   

Noninterest-bearing deposits

     46,065        44,384        43,025   

Interest-bearing deposits

     133,118        142,538        140,784   

Total deposits

     179,183        186,922        183,809   

Transaction deposits

     128,197        126,244        121,631   

Borrowed funds (b)

     39,763        39,261        41,910   

Shareholders’ equity

     30,042        29,942        28,928   

Common shareholders’ equity

     29,394        22,011        20,997   

Accumulated other comprehensive income (loss)

     146        (1,962     (1,947

Book value per common share

     55.91        47.68        45.52   

Common shares outstanding (millions)

     526        462        461   

Loans to deposits

     84     84     87
 

ASSETS UNDER ADMINISTRATION (billions)

        

Discretionary assets under management

   $ 105      $ 103      $ 104   

Nondiscretionary assets under administration

     101        102        113   

Total assets under administration

     206        205        217   
 

CAPITAL RATIOS

        

Tier 1 risk-based (d)

     11.9     11.4     10.9

Tier 1 common

     9.6        6.0        5.5   

Total risk-based (d)

     15.6        15.0        14.5   

Leverage (d)

     9.9        10.1        9.6   

Common shareholders’ equity to assets

     11.3        8.2        7.7   
 

ASSET QUALITY RATIOS

        

Nonperforming loans to total loans

     3.22     3.60     3.19

Nonperforming assets to total loans and foreclosed and other assets

     3.76        3.99        3.50   

Nonperforming assets to total assets

     2.18        2.34        2.08   

Net charge-offs to average loans (for the three months ended) (annualized)

     1.61        2.09        1.59   

Allowance for loan and lease losses to total loans

     3.48        3.22        2.99   

Allowance for loan and lease losses to nonperforming loans (e)

     108        89        94   
(a) The Executive Summary and Consolidated Balance Sheet Review portions of the Financial Review section of this Report provide information regarding items impacting the comparability of the periods presented.
(b) Amounts include consolidated variable interest entities. Some September 30, 2010 amounts include consolidated variable interest entities that we consolidated effective January 1, 2010 based on guidance in ASC 810, Consolidation. See Consolidated Balance Sheet in Part I, Item 1 of this Report for additional information.
(c) Amounts include items for which we have elected the fair value option. See Consolidated Balance Sheet in Part I, Item 1 of this Report for additional information.
(d) The regulatory minimums are 4.0% for Tier 1 risk-based, 8.0% for Total risk-based, and 4.0% for Leverage capital ratios. The well-capitalized levels are 6.0% for Tier 1 risk-based, 10.0% for Total risk-based, and 5.0% for Leverage capital ratios.
(e) The allowance for loan and lease losses includes impairment reserves attributable to purchased impaired loans. Nonperforming loans do not include purchased impaired loans or loans held for sale.

 

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FINANCIAL REVIEW

THE PNC FINANCIAL SERVICES GROUP, INC.

This Financial Review, including the Consolidated Financial Highlights, 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 2009 Annual Report on Form 10-K (2009 Form 10-K). We have reclassified certain prior period amounts to conform with the current period presentation, which we believe is more meaningful to readers of our consolidated financial statements. For information regarding certain business and regulatory risks, see the Risk Management section in this Financial Review and Items 1A and 7 of our 2009 Form 10-K and Item 1A included in Part II of our second quarter 2010 report on Form 10-Q and in Part II of this Report. Also, see the Cautionary Statement Regarding Forward-Looking Information and Critical Accounting Estimates 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 19 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 from continuing operations before noncontrolling interests 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 and is headquartered in Pittsburgh, Pennsylvania.

PNC has businesses engaged in retail banking, corporate and institutional banking, asset management, and residential mortgage banking, providing many of its products and services nationally and others in PNC’s primary geographic markets located in Pennsylvania, Ohio, New Jersey, Michigan, Maryland, Illinois, Indiana, Kentucky, Florida, Virginia, Missouri, Delaware, Washington, D.C., and Wisconsin. PNC also provides certain products and services internationally.

KEY STRATEGIC GOALS

We manage our company for the long term and are focused on returning to a moderate risk profile while maintaining strong capital and liquidity positions, investing in our markets and products, and embracing our corporate responsibility to the communities where we do business.

Our strategy to enhance shareholder value centers on driving pre-tax, pre-provision earnings in excess of credit costs by achieving growth in revenue from our balance sheet and diverse business mix that exceeds growth in expenses controlled through disciplined cost management. 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 solutions, providing a broad range of fee-based and credit 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.

We are focused on our strategies for quality growth. We are committed to re-establishing 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. We made substantial progress in transitioning our balance sheet throughout 2009 and in the first nine months of 2010, working to return to our moderate risk philosophy throughout our expanded franchise. Our actions have created a well- positioned balance sheet, strong bank level liquidity and investment flexibility to adjust, where appropriate and permissible, to changing interest rates and market conditions.

We also continue to be focused on building capital in the current environment characterized by economic and regulatory uncertainty. See the Funding and Capital Sources section of the Consolidated Balance Sheet Review section and the Liquidity Risk Management section of this Financial Review.

SALE OF PNC GLOBAL INVESTMENT SERVICING

On July 1, 2010, we sold PNC Global Investment Servicing Inc. (GIS), a leading provider of processing, technology and business intelligence services to asset managers, broker-dealers and financial advisors worldwide, for $2.3 billion in cash pursuant to a definitive agreement entered into on February 2, 2010. The gain recorded in the third quarter of 2010 related to this sale was $639 million, or $328 million after taxes.

Results of operations of GIS through June 30, 2010 and the related after-tax gain on sale in the third quarter of 2010 are presented as income from discontinued operations, net of income taxes, on our Consolidated Income Statement for the periods presented in this Report. Once we entered into the sales agreement, GIS was no longer a reportable business segment. Further information regarding the GIS sale is included in Note 2 Divestiture in our Notes To Consolidated Financial Statements in this Report.

NATIONAL CITY INTEGRATION COSTS

A summary of pretax merger and integration costs in connection with our December 31, 2008 acquisition of National City Corporation (National City) follows.


 

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National City Integration Costs

 

In millions    Third
Quarter
    

First

Nine
Months

    

Full

Year

 

2010

   $ 96       $ 309       $ 370 (a) 

2009

   $ 89       $ 266       $ 421   

2008

                   $ 575 (b) 
(a) Projected.
(b) Includes $504 million conforming provision for credit losses.

The National City transaction is expected to result in the reduction of more than $1.8 billion of combined company annualized noninterest expense by the end of 2010 through the elimination of operational and administrative redundancies. We have completed the customer and branch conversions to our technology platforms and have integrated the businesses and operations of National City with those of PNC.

RECENT MARKET AND INDUSTRY DEVELOPMENTS

The economic turmoil that began in the middle of 2007 and continued through most of 2008 and 2009 has now settled into a slow economic recovery with, at this time, somewhat uncertain prospects. This has been accompanied by dramatic changes in the competitive landscape of the financial services industry and a wholesale reformation of the legislative and regulatory landscape with the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which was signed into law by President Obama on July 21, 2010.

Dodd-Frank is extensive, complicated and comprehensive legislation that impacts practically all aspects of a banking organization. Dodd-Frank will negatively impact revenue and increase both the direct and indirect costs of doing business for PNC, as it includes provisions that could increase regulatory fees and deposit insurance assessments and impose heightened capital and prudential standards, while at the same time impacting the nature and costs of PNC’s businesses, including consumer lending, private equity investment, derivatives transactions, interchange fees on debit card transactions, and asset securitizations.

Until such time as the regulatory agencies issue proposed and final regulations implementing the numerous provisions of Dodd-Frank, a process that will extend at least over the next year and might last several years, PNC will not be able to fully assess the impact the legislation will have on its businesses. However, we believe that the expected changes will be manageable for PNC and will have a smaller impact on us than many of our larger peers.

Items 1 and 7 of our 2009 Form 10-K include information regarding efforts beginning in late 2008 by the Federal government, including the US Congress, the US Department of the Treasury, the Federal Reserve, the FDIC, and the Securities and Exchange Commission, to stabilize and restore confidence in the financial services industry that have impacted and will likely continue to impact PNC and our

stakeholders. These efforts, which will continue to evolve, include the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, Dodd-Frank and other legislative, administrative and regulatory initiatives.

Included in these efforts are evolving regulatory capital standards for financial institutions. Dodd-Frank requires the Federal Reserve Board to establish capital requirements that would, among other things, eliminate the Tier 1 treatment of trust preferred securities following a phase-in period expected to begin in 2013. Evolving standards also include the so-called “Basel III” initiatives that are part of the Basel II effort by international banking supervisors to update the original international bank capital accord (Basel I), which has been in effect since 1988. The recent Basel III capital initiative, which has the support of US banking regulators, includes heightened capital requirements for major banking institutions in terms of both higher quality capital and higher regulatory capital ratios. Basel III capital standards will require implementing regulations by the banking regulators and are expected to include a phase-in period beginning in 2013 and ending January 1, 2019.

Residential Mortgage Foreclosure Matters

Beginning in the third quarter of 2010, mortgage foreclosure documentation practices among US financial institutions have received heightened attention by regulators and the media. PNC’s market share for residential servicing is less than 2%. The vast majority of our servicing business is on behalf of other investors, principally the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). Regardless, we have been conducting an internal review of our foreclosure procedures. Based upon our review thus far, we believe that PNC has systems designed to ensure that no foreclosure proceeds unless the loan is genuinely in default. On average, our residential mortgage loans in foreclosure are more than one year delinquent.

Similar to other banks, we have identified issues regarding some of our documentation. Accordingly, we are delaying pursuing individual foreclosures when we commenced our review until we are confident that any pending documentation issues have been resolved. We are currently proceeding with new foreclosures under enhanced procedures designed as part of this review to minimize the risk of errors related to the processing of documentation in foreclosure cases.

For additional information, please see Note 17 Legal Proceedings and Note 18 Commitments and Guarantees in our Notes To Consolidated Financial Statements in Part I of this Report and Item 1A Risk Factors in Part II of this Report.

TARP Capital Purchase Program

We redeemed the Series N (TARP) Preferred Stock on February 10, 2010. In connection with the redemption, we accelerated the accretion of the remaining issuance discount on the Series N Preferred Stock and recorded a corresponding


 

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reduction in retained earnings of $250 million in the first quarter of 2010. This resulted in a one-time, noncash reduction in net income attributable to common shareholders and related basic and diluted earnings per share. See Repurchase of Outstanding TARP Preferred Stock and Sale by US Treasury of TARP Warrant in Note 14 Total Equity And Other Comprehensive Income in the Notes To Consolidated Financial Statements in this Report for additional information.

FDIC Temporary Liquidity Guarantee Program

The FDIC’s TLGP is designed to strengthen confidence and encourage liquidity in the banking system by:

   

Guaranteeing newly issued senior unsecured debt of eligible institutions, including FDIC-insured banks and thrifts, as well as certain holding companies (TLGP-Debt Guarantee Program), and

   

Providing full deposit insurance coverage for non-interest bearing transaction accounts in FDIC-insured institutions, regardless of the dollar amount (TLGP-Transaction Account Guarantee Program).

PNC did not issue any securities under the TLGP-Debt Guarantee Program during the first nine months of 2010.

From October 14, 2008 through December 31, 2009, PNC Bank, National Association (PNC Bank, N.A.) participated in the TLGP-Transaction Account Guarantee Program. Beginning January 1, 2010, PNC Bank, N.A. is no longer participating in this program, but Dodd-Frank extends the program for all banks for two years, beginning December 31, 2010.

Public-Private Investment Fund Programs (PPIFs)

PNC did not participate in these programs during the first nine months of 2010.

Home Affordable Modification Program (HAMP)

PNC began participating in HAMP for GSE mortgages in May 2009 and for non-GSE mortgages in July 2009, and recently signed the agreements to begin participating in the Second Lien Program. HAMP is scheduled to terminate as of December 31, 2012.

Home Affordable Refinance Program (HARP)

PNC began participating in HARP in May 2009. The program terminated as of June 10, 2010.

As noted above, Dodd-Frank and its implementation, as well as other statutory and regulatory initiatives that will be ongoing, will introduce numerous regulatory changes over the next several years. While we believe that we are well

positioned to navigate through this process, we cannot predict the ultimate impact of these actions on PNC’s business plans and strategies.

KEY FACTORS AFFECTING FINANCIAL PERFORMANCE

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

   

General economic conditions, including the speed and stamina of the moderate economic recovery that began last year in general and on our customers in particular,

   

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,

   

Changes in the competitive and regulatory landscape and in counterparty creditworthiness and performance as the financial services industry restructures in the current environment,

   

The impact of the extensive reforms enacted in the Dodd-Frank legislation and other legislative, regulatory and administrative initiatives, including those outlined above, and

   

The impact of market credit spreads on asset valuations.

In addition, our success will depend, among other things, upon:

   

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

   

Continued development of the geographic markets related to our recent acquisitions, including full deployment of our product offerings,

   

Revenue growth,

   

A sustained focus on expense management, and creating positive pre-tax, pre-provision earnings,

   

Managing the distressed assets portfolio and other impaired assets,

   

Improving our overall asset quality and continuing to meet evolving regulatory capital standards,

   

Continuing to maintain and grow our deposit base as a low-cost funding source,

   

Prudent risk and capital management related to our efforts to return to our desired moderate risk profile, and

   

Actions we take within the capital and other financial markets.


 

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SUMMARY FINANCIAL RESULTS

 

     Three months ended
September 30
    Nine months ended
September 30
 
      2010     2009     2010     2009  

Net income (millions)

   $ 1,103      $ 559      $ 2,577      $ 1,296   

Diluted earnings per common share

          

Continuing operations

   $ 1.45      $ .96      $ 3.52      $ 2.08   

Discontinued operations

     .62        .04        .72        .09   

Net income

   $ 2.07      $ 1.00      $ 4.24      $ 2.17   

Return from net income on:

          

Average common shareholders’ equity

     15.12     8.70     10.98     6.77

Average assets

     1.65     .81     1.30     .62

Income Statement Highlights for the Third Quarter

   

Strong earnings for the third quarter of 2010 reflected an improvement in the provision for credit losses compared with the third quarter of 2009 as we continue to focus on returning to a moderate risk profile. Pretax pre-provision earnings of $1.4 billion significantly exceeded the provision for credit losses of $.5 billion.

   

Net interest income declined $220 million to $2.2 billion and the net interest margin fell 39 basis points to 3.96% compared with the second quarter of 2010 due to lower purchase accounting accretion, loan sales, continued soft loan demand and the low interest rate environment.

   

Noninterest income totaled $1.4 billion for the third quarter and was derived from diversified sources. The $246 million decline compared with the third quarter of 2009 was mainly due to a decrease in overdraft charges, the reduction in value of commercial mortgage servicing rights and the third quarter 2009 gain on sales of commercial loans.

   

The provision for credit losses declined to $486 million in the third quarter compared with $914 million in the third quarter of 2009 reflecting overall credit quality improvement driven by improving credit migration and actions taken to reduce exposure levels.

   

We continued our disciplined expense management while investing in our businesses. Noninterest expense of $2.2 billion declined $56 million, or 3%, compared with the third quarter of 2009 primarily due to higher acquisition-related cost savings.

   

We achieved acquisition cost savings of $1.7 billion on an annualized basis in the third quarter of 2010, well ahead of the original target amount and schedule, and are on track to meet our higher goal of $1.8 billion by the end of 2010.

   

The July 1, 2010 sale of GIS resulted in an after-tax gain of $328 million reported in discontinued operations. Goodwill and other intangible assets net of deferred income taxes removed from the Consolidated Balance Sheet as a result of the transaction were $1.1 billion.

Credit Quality Highlights

   

Overall credit quality showed continued signs of improvement during the third quarter of 2010. Net charge-offs to average loans improved to 1.61% in the third quarter from 2.18% in the second quarter of 2010. Nonperforming assets declined $235 million to $5.7 billion as of September 30, 2010. Delinquencies continued to improve during the quarter. The allowance for loan and lease losses was $5.2 billion, or 3.48% of total loans and 108% of nonperforming loans, as of September 30, 2010.

Balance Sheet Highlights

   

PNC remains committed to responsible lending to support economic growth. Loans and commitments originated and renewed totaled approximately $39 billion in the third quarter and $112 billion for the first nine months of 2010, including $2.6 billion of small business loans. Total loans were $150.1 billion at September 30, 2010 and decreased $4.2 billion compared with June 30, 2010 primarily due to loan repayments, dispositions and net charge-offs that exceeded customer loan demand.

   

Total deposits were $179.2 billion at September 30, 2010. Transaction deposits grew $2.5 billion, or 2%, while certificates of deposit declined by $2.0 billion, or 5%, compared with June 30, 2010 further reducing the average rate paid on deposits by 3 basis points to .68% in the third quarter.

   

PNC’s well-positioned balance sheet reflected core funding with a loan to deposit ratio of 84% at September 30, 2010 and a strong bank liquidity position to support growth.

   

Investment securities of $63.5 billion at September 30, 2010 increased by 18% compared with June 30, 2010 as excess liquidity was invested in short duration, high quality securities.

   

The Tier 1 common capital ratio was 9.6% at September 30, 2010, up from 8.3% at June 30, 2010 and 6.0% at December 31, 2009.

Our Consolidated Income Statement and Consolidated Balance Sheet Review sections of this Financial Review describe in greater detail the various items that impacted our results for the third quarter and first nine months of 2010 and 2009.


 

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AVERAGE CONSOLIDATED BALANCE SHEET HIGHLIGHTS

Various seasonal and other factors impact our period-end balances whereas average balances are generally more indicative of underlying business trends apart from the impact of acquisitions, divestitures and consolidations of variable interest entities.

The Consolidated Balance Sheet Review section of this Financial Review provides information on changes in selected Consolidated Balance Sheet categories at September 30, 2010 compared with December 31, 2009.

Total average assets were $265.4 billion for the first nine months of 2010 compared with $278.6 billion for the first nine months of 2009.

Average interest-earning assets were $225.1 billion for the first nine months of 2010, compared with $241.0 billion in the first nine months of 2009. Decreases of $13.1 billion in loans and $6.5 billion in other interest-earning assets, partially offset by a $5.3 billion increase in investment securities, drove the decrease in average interest-earning assets.

The decrease in average total loans reflected a decline in commercial loans of $8.6 billion, commercial real estate loans of $4.1 billion and residential mortgage loans of $3.3 billion, partially offset by an increase of $2.9 billion in consumer loans.

Loans represented 69% of average interest-earning assets for the first nine months of 2010 and 70% for the first nine months of 2009.

Average securities available for sale increased $2.0 billion, to $49.4 billion, in the first nine months of 2010 compared with the first nine months of 2009. Average US Treasury and government agencies securities increased $4.2 billion while average other debt securities increased $1.4 billion in the comparison. These increases were partially offset by a decline of $2.9 billion in average non-agency residential mortgage-backed securities and a decline of $.8 billion in commercial mortgage-backed securities.

Average securities held to maturity increased $3.3 billion, to $7.2 billion, in the first nine months of 2010 compared with the first nine months of 2009. The increase reflected purchases of asset-backed and non-agency commercial mortgage-backed securities, the transfer of securities from the available for sale portfolio, and the impact of the Market Street Funding LLC (Market Street) consolidation effective January 1, 2010.

Total investment securities comprised 25% of average interest-earning assets for the first nine months of 2010 and 21% for the first nine months of 2009.

Average noninterest-earning assets totaled $40.3 billion in the first nine months of 2010 compared with $37.6 billion in the prior year period.

Average total deposits were $182.0 billion for the first nine months of 2010 compared with $191.2 billion for the first nine months of 2009. Average deposits declined from the prior year period primarily as a result of decreases in retail certificates of deposit and other time deposits, which were partially offset by an increase in transaction deposits. Total deposits at September 30, 2010 were $179.2 billion compared with $186.9 billion at December 31, 2009 and are further discussed within the Consolidated Balance Sheet Review section of this Report.

Average total deposits represented 69% of average total assets for both the first nine months of 2010 and the first nine months of 2009.

Average transaction deposits were $127.2 billion for the first nine months of 2010 compared with $118.7 billion for the first nine months of 2009.

Average borrowed funds were $40.8 billion for the first nine months of 2010 compared with $45.7 billion for the first nine months of 2009. A $6.7 billion decline in Federal Home Loan Bank borrowings drove the decline in the comparison, partially offset by higher average commercial paper borrowings that reflected the consolidation of Market Street. Total borrowed funds at September 30, 2010 were $39.8 billion compared with $39.3 billion at December 31, 2009 and are further discussed within the Consolidated Balance Sheet Review section of this Report. In addition, the Liquidity Risk Management portion of the Risk Management section of this Report includes additional information regarding our sources and uses of borrowed funds.

LINE OF BUSINESS HIGHLIGHTS

We have six reportable business segments:

   

Retail Banking

   

Corporate & Institutional Banking

   

Asset Management Group

   

Residential Mortgage Banking

   

BlackRock

   

Distressed Assets Portfolio

Total business segment earnings were $2.0 billion for the first nine months of 2010 and $1.8 billion for the first nine months of 2009. Highlights of results for the first nine months and third quarter of 2010 and 2009 are included below. The Business Segments Review section of this Financial Review includes a Results of Business-Summary table and further analysis of our business segment results over the first nine months of 2010 and 2009 including presentation differences from Note 19 Segment Reporting.

We provide a reconciliation of total business segment earnings to PNC consolidated income from continuing operations before noncontrolling interests as reported on a GAAP basis in Note 19 Segment Reporting.


 

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Retail Banking

Retail Banking earned $97 million for the first nine months of 2010 compared with earnings of $161 million for the same period a year ago. Earnings declined from the prior year due primarily due to lower revenues as a result of lower interest credits assigned to deposits and a decline in fees which were partially offset by well-managed expenses. Retail Banking continued to maintain its focus on growing customers and deposits, customer and employee satisfaction, investing in the business for future growth, as well as, disciplined expense management during this period of market and economic uncertainty.

Retail Banking had a loss of $7 million in the third quarter of 2010 compared with earnings of $50 million in the third quarter of 2009. Earnings decreased from the prior year quarter due to a decline in fees, a higher provision for credit losses and lower net interest income.

Corporate & Institutional Banking

Corporate & Institutional Banking earned $1.2 billion in the first nine months of 2010 compared with $775 million in the first nine months of 2009. Significantly higher earnings for the first nine months of 2010 reflected a lower provision for credit losses and lower noninterest expense which more than offset declines in net interest income and noninterest income compared with the 2009 period.

Corporate & Institutional Banking earned $427 million in the third quarter of 2010 compared with $309 million in the third quarter of 2009. The increase in earnings compared with third quarter 2009 was primarily due to a lower provision for credit losses driven by reduced exposure levels along with positive credit migration.

Asset Management Group

Asset Management Group earned $112 million for the first nine months of 2010 compared with $82 million for the same period in 2009. Assets under administration were $206 billion at September 30, 2010 and $217 billion at September 30, 2009. The first nine months of 2010 reflected a lower provision for credit losses, lower expenses from disciplined expense management and higher noninterest income. These improvements were partially offset by a decrease in net interest income from lower yields on loans.

Earnings for Asset Management Group totaled $44 million for the third quarter of 2010 compared with $35 million for the third quarter of 2009. The increase in earnings from the prior year quarter reflected a benefit from the provision for credit losses and lower expenses that more than offset a decline in revenue.

Residential Mortgage Banking

Residential Mortgage Banking earned $272 million for the first nine months of 2010 compared with $410 million in the first nine months of 2009. Earnings decreased from the first nine months of 2009 primarily due to reduced loan sales revenue and lower net hedging gains on mortgage servicing rights, partially offset by lower noninterest expense.

Residential Mortgage Banking earned $98 million in the third quarter of 2010 compared with $91 million for the third quarter of 2009. Higher net hedging gains on mortgage servicing rights and lower expenses in the 2010 quarter more than offset a decline in net interest income and a higher provision for credit losses.

BlackRock

Our BlackRock business segment earned $253 million in the first nine months of 2010 and $151 million in the first nine months of 2009. Third quarter 2010 business segment earnings from BlackRock were $99 million compared with $74 million in the third quarter of 2009. The benefits of BlackRock’s December 2009 acquisition of Barclays Global Investors (BGI) and improved capital markets conditions contributed to higher earnings at BlackRock.

Distressed Assets Portfolio

The Distressed Assets Portfolio earned $8 million for the first nine months of 2010 compared with $172 million for the first nine months of 2009. A $288 million increase in the provision for credit losses was the primary factor driving the decrease in earnings in the comparison.

For the third quarter of 2010, Distressed Assets Portfolio had earnings of $17 million compared with $14 million for the third quarter of 2009. Higher net interest income and lower expenses more than offset the impact of lower noninterest income and a higher provision for credit losses.

Other

“Other” reported earnings of $232 million for the first nine months of 2010 compared with a net loss of $496 million for the first nine months of 2009. The net loss for the 2009 period included higher other-than-temporary impairment (OTTI) charges compared with the 2010 period, alternative investment writedowns, a $133 million special FDIC assessment, and equity management losses.

“Other” reported earnings of $97 million for the third quarter of 2010 compared with a net loss of $33 million for the third quarter of 2009.


 

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CONSOLIDATED INCOME STATEMENT REVIEW

Our Consolidated Income Statement is presented in Part I, Item 1 of this Report.

Net income for the first nine months of 2010 was $2.6 billion compared with $1.3 billion for the first nine months of 2009. Net income for the third quarter of 2010 was $1.1 billion compared with $.6 billion for the third quarter of 2009. Total revenue for the first nine months of both 2010 and 2009 was $11.3 billion. Total revenue for the third quarter of 2010 decreased 7% to $3.6 billion from $3.9 billion for the third quarter of 2009.

NET INTEREST INCOME AND NET INTEREST MARGIN

 

     Three months ended
September 30
    Nine months ended
September 30
 
Dollars in millions    2010     2009     2010     2009  

Net interest income

   $ 2,215      $ 2,224      $ 7,029      $ 6,737   

Net interest margin

     3.96     3.76     4.18     3.72

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 increase in net interest income for the first nine months of 2010 compared with the first nine months of 2009 resulted primarily from the impact of lower deposit and borrowing costs somewhat offset by lower loan volume and lower revenue from our investment securities portfolio. Our deposit strategy included the retention and repricing at lower rates of relationship-based certificates of deposit and the planned run off of maturing non-relationship certificates of deposit and brokered deposits.

The net interest margin was 4.18% for the first nine months of 2010 and 3.72% for the first nine months of 2009. The following factors impacted the comparison:

   

A decrease in the rate accrued on interest-bearing liabilities of 57 basis points. The rate accrued on interest-bearing deposits, the largest component, decreased 52 basis points.

   

A decrease in the yield on interest-earning assets of 3 basis points. The yield on loans, the largest portion of our interest-earning assets, increased 8 basis points but was more than offset by the 111 basis point decline in yield on investment securities.

   

The benefit of noninterest-bearing sources of funding decreased 8 basis points primarily due to the decline in interest rates.

The net interest margin was 3.96% for the third quarter of 2010 and 3.76% for the third quarter of 2009. The following factors impacted the comparison:

   

A decrease in the rate accrued on interest-bearing liabilities of 29 basis points. The rate accrued on interest-bearing deposits, the largest component, decreased 36 basis points.

   

A 6 basis point decrease in the yield on interest-earning assets. This decrease was driven by a 105 basis point decline in the yield on investment securities, partially offset by higher yields on loans.

   

In addition, the benefit of noninterest-bearing sources of funding decreased 3 basis points primarily due to the decline in interest rates.

We expect net interest income and margin to trend down in the fourth quarter of 2010 but at a slower pace than we experienced from the second quarter of 2010 to the third quarter of 2010. We believe that lower purchase accounting accretion, continued soft loan demand and the low interest rate environment will contribute to lower net interest income and margin in the fourth quarter of 2010 compared with the third quarter of 2010.

NONINTEREST INCOME

Summary

Noninterest income totaled $4.2 billion for the first nine months of 2010, a decline of $361 million or 8% compared with the first nine months of 2009. Decreases in residential mortgage loan sales revenue, the value of commercial mortgage servicing rights and net hedging gains on residential mortgage servicing rights, along with lower service charges on deposits, were the primary factors in the comparison. Partially offsetting these items were lower OTTI charges and higher asset management fees.

Noninterest income totaled $1.4 billion for the third quarter of 2010, a decline of $246 million or 15% compared with the third quarter of 2009. This decrease was mainly due to the decrease in overdraft charges, the reduction in value of commercial mortgage servicing rights and third quarter 2009 gains on sales of commercial loans.

Additional Analysis

Asset management revenue was $751 million in the first nine months of 2010 compared with $639 million in the first nine months of 2009. Asset management revenue was $249 million in the third quarter of 2010 compared with $242 million in the third quarter of 2009. These increases reflected higher equity earnings from our BlackRock investment, improved equity markets and client growth. Discretionary assets under management at September 30, 2010 totaled $105 billion compared with $104 billion at September 30, 2009.

For the first nine months of 2010, consumer services fees totaled $939 million compared with $975 million in the first nine months of 2009. Consumer services fees were $328


 

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million for the third quarter of 2010 compared with $330 million for the third quarter of 2009. Lower consumer service fees for 2010 in both comparisons reflected lower brokerage fees and the impact of the consolidation of the securitized credit card portfolio, partially offset by higher volume-related transaction fees. As further discussed in the Retail Banking section of the Business Segments Review portion of this Financial Review, we expect that the Credit CARD Act of 2009 will negatively impact full year 2010 revenues by approximately $75 million, a portion of which will be in the fourth quarter of 2010.

Corporate services revenue totaled $712 million in the first nine months of 2010 and $761 million in the first nine months of 2009. Corporate services revenue declined in the third quarter of 2010 to $183 million, compared with $252 million for the third quarter of 2009. The declines in both comparisons were largely the result of a reduction in the value of commercial mortgage servicing rights largely driven by lower interest rates, partially offset by higher merger and acquisition advisory and ancillary commercial mortgage servicing fees. Corporate services fees include the noninterest component of treasury management fees, which continued to be a strong contributor to revenue.

Residential mortgage revenue totaled $542 million in the first nine months of 2010 compared with $883 million in the first nine months of 2009. Third quarter 2010 residential mortgage revenue totaled $216 million compared with $207 million in the third quarter of 2009. The nine-month decline reflected reduced loan sales revenue given the strong loan origination refinance volume in 2009 and lower net hedging gains on mortgage servicing rights. Higher net hedging gains on mortgage servicing rights drove the third quarter 2010 increase.

Service charges on deposits totaled $573 million for the first nine months of 2010 and $714 million for the first nine months of 2009. Service charges on deposits totaled $164 million for the third quarter of 2010 compared with $248 million for the third quarter of 2009. The decrease in both instances was due to lower overdraft charges and required branch divestitures in the third quarter of 2009. As further discussed in the Retail Banking section of the Business Segments Review portion of this Financial Review, we expect that the new Regulation E rules related to overdraft charges will negatively impact our fourth quarter 2010 revenue by an estimated $100 million, or approximately $55 million more than its impact on the third quarter of 2010.

Net gains on sales of securities totaled $358 million for the first nine months of 2010 and $406 million for the first nine months of 2009. Third quarter net gains on sales of securities were $121 million in 2010 and $168 million in 2009.

The net credit component of OTTI of securities recognized in earnings was a loss of $281 million in the first nine months of

2010, including $71 million in the third quarter, compared with losses of $433 million and $129 million, respectively, for the same periods in 2009.

Other noninterest income totaled $650 million for the first nine months of 2010 compared with $660 million for the first nine months of 2009. Other noninterest income for the third quarter of 2010 totaled $193 million compared with $311 million for the third quarter of 2009. The third quarter of 2009 included $88 million of gains on sales of loans.

Other noninterest income typically fluctuates from period to period depending on the nature and magnitude of transactions completed. 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, further details regarding private equity and alternative investments are included in the Market Risk Management-Equity And Other Investment Risk section, and further details regarding gains or losses related to our equity investment in BlackRock are included in the Business Segments Review section.

We believe that as the economy recovers, there will be greater opportunities for growth in client-related fee-based revenue.

PRODUCT REVENUE

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

Treasury management revenue, which includes fees as well as net interest income from customer deposit balances, totaled $919 million for the first nine months of 2010, an increase of $78 million or 9% compared with the first nine months of 2009. For the third quarter of 2010, treasury management revenue was $319 million, an increase of $38 million or 14% compared with the third quarter of 2009. These increases were primarily related to deposit growth and continued growth in legacy offerings such as purchasing cards and lockbox as well as services provided to the Federal government and healthcare customers.

Revenue from capital markets-related products and services totaled $411 million in the first nine months of 2010 compared with $346 million in the first nine months of 2009, an increase of $65 million or 19%. Higher underwriting, mergers and acquisition advisory fees, and syndications fees contributed to the improved results. Third quarter 2010 revenue was $119 million compared with $155 million for the third quarter of 2009, a decline of $36 million or 23%. The decline was driven by lower loan sale gains partially offset by increased mergers and acquisition advisory fees and syndications fees.


 

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Commercial mortgage banking activities include revenue derived from commercial mortgage servicing (including net interest income and noninterest income from loan servicing and ancillary services) and revenue derived from commercial mortgage loans intended for sale and related hedges (including loan origination fees, net interest income, valuation adjustments and gains or losses on sales).

Commercial mortgage banking activities resulted in revenue of $146 million in the first nine months of 2010, a decrease of $206 million or 59% compared with the first nine months of 2009. For the third quarter of 2010, losses from commercial mortgage banking activities totaled $16 million compared with third quarter 2009 revenue of $119 million. These decreases were primarily due to valuations associated with commercial mortgage loans held for sale, net of hedges, higher impairment of mortgage servicing rights, and the sale during the second quarter 2010 of a duplicative agency servicing operation acquired as part of the National City transaction. These decreases were partially offset by higher ancillary commercial mortgage servicing fees.

PROVISION FOR CREDIT LOSSES

The provision for credit losses totaled $2.1 billion for the first nine months of 2010 compared with $2.9 billion for the first nine months of 2009. For the third quarter of 2010, the provision for credit losses totaled $486 million compared with $914 million for the third quarter of 2009. The lower provision in both comparisons reflected credit exposure reductions and overall improving credit migration during 2010.

We are optimistic about prospects for a stable-to-lower provision for credit losses in the fourth quarter of 2010 compared with the third quarter of 2010. Future provision levels will depend primarily on the level of nonperforming loans and the pace of economic recovery.

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 EXPENSE

Noninterest expense for the first nine months of 2010 was $6.3 billion compared with $6.9 billion for the first nine months of 2009, a decline of $591 million or 9%. The impact of higher cost savings related to the National City acquisition

and the reversal of certain accrued liabilities in the second quarter of 2010, including $73 million associated with a franchise tax settlement and $47 million associated with an indemnification for certain Visa litigation, were reflected in the lower nine-month expenses. Lower expenses in the first nine months of 2010 also reflected a special FDIC assessment, intended to build the FDIC’s Deposit Insurance Fund, of $133 million in the second quarter of 2009.

Noninterest expense totaled $2.2 billion in the third quarter of 2010, a decline of 3% compared with the third quarter of 2009. Noninterest expense declined compared with the year ago quarter primarily due to higher acquisition-related cost savings.

We expect noninterest expense to be lower in the fourth quarter of 2010 relative to the third quarter of 2010 primarily due to lower integration costs and an expected fourth quarter reduction in our Visa indemnification liability.

See National City Integration Costs in the Executive Summary section of this Financial Review for details of integration costs incurred, including through the first nine months of 2010 and 2009.

We achieved National City acquisition cost savings of $1.7 billion on an annualized basis in the third quarter of 2010, higher and earlier than our original goal of $1.2 billion, and are on track to meet our new goal of $1.8 billion by the end of 2010.

EFFECTIVE TAX RATE

The effective tax rate was 25.0% for the first nine months of 2010 compared with 21.4% for the first nine months of 2009. The tax rate was lower on a year-to-date basis in 2009 due to lower levels of pretax income in 2009 partially offset by the 2010 favorable IRS letter ruling noted below.

For the third quarter of 2010, our effective tax rate was 18.8% compared with 25.5% for the third quarter of 2009. The lower tax rate in the third quarter of 2010 was primarily the result of receiving a favorable IRS letter ruling in July 2010 that resolved a prior tax position and resulted in a tax benefit of $89 million.

We anticipate that the full year 2010 effective tax rate will be approximately 26%.


 

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CONSOLIDATED BALANCE SHEET REVIEW

SUMMARIZED BALANCE SHEET DATA

 

In millions    Sept. 30
2010
    

Dec. 31

2009

 

Assets

       

Loans

   $ 150,127       $ 157,543   

Investment securities

     63,461         56,027   

Cash and short-term investments

     7,188         13,290   

Loans held for sale

     3,275         2,539   

Goodwill and other intangible assets

     10,518         12,909   

Equity investments

     10,137         10,254   

Other

     15,427         17,301   

Total assets

   $ 260,133       $ 269,863   

Liabilities

       

Deposits

   $ 179,183       $ 186,922   

Borrowed funds

     39,763         39,261   

Other

     8,521         11,113   

Total liabilities

     227,467         237,296   

Total shareholders’ equity

     30,042         29,942   

Noncontrolling interests

     2,624         2,625   

Total equity

     32,666         32,567   

Total liabilities and equity

   $ 260,133       $ 269,863   

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

The decline in total assets at September 30, 2010 compared with December 31, 2009 was primarily due to decreases in loans and cash and short-term investments, partially offset by an increase in investment securities.

Total assets and liabilities at September 30, 2010 included $4.5 billion and $3.2 billion, respectively, related to Market Street and a credit card securitization trust as more fully described in the Off-Balance Sheet Arrangements And Variable Interest Entities section of this Financial Review and Note 3 Loan Sale and Servicing Activities and Variable Interest Entities in the Notes To Consolidated Financial Statements of this Report.

An analysis of changes in selected balance sheet categories follows.

LOANS

A summary of the major categories of loans outstanding follows. Outstanding loan balances reflect unearned income, unamortized discount and premium, and purchase discounts and premiums totaling $2.8 billion at September 30, 2010 and $3.2 billion at December 31, 2009. The balances do not include future accretable net interest on the purchased impaired loans.

Loans decreased $7.4 billion, or 5%, as of September 30, 2010 compared with December 31, 2009. An increase in loans of $3.5 billion from the initial consolidation of Market Street and

the securitized credit card portfolio was more than offset by the impact of soft customer loan demand combined with loan repayments and payoffs in the distressed assets portfolio.

Loans represented 58% of total assets at both September 30, 2010 and at December 31, 2009. Commercial lending represented 52% of the loan portfolio and consumer lending represented 48% at September 30, 2010.

Commercial real estate loans represented 7% of total assets at September 30, 2010 and 9% of total assets at December 31, 2009.

Details Of Loans

 

In millions   

Sept. 30

2010

    

Dec. 31

2009

 

Commercial

       

Retail/wholesale

   $ 9,752       $ 9,515   

Manufacturing

     9,519         9,880   

Service providers

     8,747         8,256   

Real estate related (a)

     7,398         7,403   

Financial services

     3,773         3,874   

Health care

     3,169         2,970   

Other

     10,830         12,920   

Total commercial

     53,188         54,818   

Commercial real estate

       

Real estate projects

     13,021         15,582   

Commercial mortgage

     6,070         7,549   

Total commercial real estate

     19,091         23,131   

Equipment lease financing

     6,408         6,202   

TOTAL COMMERCIAL LENDING (b)

     78,687         84,151   

Consumer

       

Home equity

       

Lines of credit

     23,770         24,236   

Installment

     10,815         11,711   

Education

     8,819         7,468   

Automobile

     2,863         2,013   

Credit card and other unsecured lines of credit

     4,843         3,536   

Other

     3,846         4,618   

Total consumer

     54,956         53,582   

Residential real estate

       

Residential mortgage

     15,708         18,190   

Residential construction

     776         1,620   

Total residential real estate

     16,484         19,810   

TOTAL CONSUMER LENDING

     71,440         73,392   

Total loans

   $ 150,127       $ 157,543   
(a) Includes loans to customers in the real estate and construction industries.
(b) Construction loans with interest reserves, and A Note/B Note restructurings are not significant to PNC.

Total loans above include purchased impaired loans related to National City amounting to $8.1 billion, or 5% of total loans, at September 30, 2010, and $10.3 billion, or 7% of total loans, at December 31, 2009.

We are committed to providing credit and liquidity to qualified borrowers. Total loan originations and new


 

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commitments and renewals totaled $112 billion for the first nine months of 2010, including $39 billion in the third quarter.

Our 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.

Commercial lending is the largest category and is the most sensitive to changes in assumptions and judgments underlying the determination of the allowance for loan and lease losses. This estimate 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.

Higher Risk Loans

Our loan portfolio includes certain loans deemed to be higher risk and therefore more likely to result in credit losses. We established specific and pooled reserves on the total commercial lending category of $2.9 billion at September 30, 2010. This commercial lending reserve provided adequate and appropriate loss coverage on the higher risk commercial loans in the total commercial portfolio. The commercial lending reserve represented 56% of the total allowance for loan and lease losses of $5.2 billion at that date. The remaining 44% of the allowance for loan and lease losses pertained to the total consumer lending category. This category of loans is more homogenous in nature and has certain characteristics that can be assessed at a total portfolio level in terms of loans representing higher risk. We do not consider government insured/government guaranteed loans to be higher risk as we do not believe these loans will result in a significant loss because of their structure. Such loans are excluded from the following assessment of higher risk loans.

Our home equity lines of credit and installment loans outstanding totaled $34.6 billion at September 30, 2010. 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 an original loan-to-value ratio greater than 90%. Such loans totaled $1.2 billion or approximately 4% of the total home equity line of credit and installment loans at September 30, 2010. These higher risk loans were concentrated in our geographic footprint with 28% in

Pennsylvania, 13% in Ohio, 11% in New Jersey, 7% in Illinois, 6% in Michigan, and 5% in Kentucky, with the remaining loans dispersed across several other states. Option ARM loans and negative amortization loans in this portfolio were not significant. Within the higher risk home equity portfolio, approximately 12% are in some stage of delinquency and 6% are in late stage (90+ days) delinquency status.

In our $15.7 billion residential mortgage portfolio, loans with a recent FICO credit score of less than or equal to 660 and a recent loan-to-value ratio greater than 90% totaled $.7 billion and comprised approximately 4% of this portfolio at September 30, 2010. Twenty-three percent of the higher risk loans are located in California, 12% in Florida, 11% in Illinois, 8% in Maryland, 5% in Pennsylvania, and 5% in New Jersey, with the remaining loans dispersed across several other states. Option ARM loans and negative amortization loans in this portfolio were not significant. Within the higher risk residential mortgage portfolio of $.7 billion, approximately 47% are in some stage of delinquency and 36% are in 90+ days late stage delinquency status.

Within our broader home equity lines of credit, installment loans and residential mortgage portfolios, approximately 5% of the aggregate $50.3 billion loan outstandings have loan-to-value ratios in excess of 100%. The impact of housing price depreciation is reflected in the allowance for loans and lease losses as a result of the consumer reserve methodology process. The consumer reserve process is sensitive to collateral values which in turn affect loan loss severity. While our consumer reserve methodology strives to reflect all significant risk factors, there is an element of uncertainty associated with, but not limited to, potential imprecision in the estimation process due to the inherent time lag of obtaining information such as housing price depreciation. We provide additional reserves where appropriate to provide coverage for losses attributable to such risks.

We obtain updated property values annually for select residential mortgage loan portfolios. We are expanding this valuation process to update the property values on the majority of our real estate secured consumer loan portfolios.

Information related to purchased impaired loans, purchase accounting accretion and accretable net interest recognized during the first nine months of 2010 in connection with our acquisition of National City follows.


 

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Valuation of Purchased Impaired Loans

 

     December 31, 2008      December 31, 2009      September 30, 2010  
Dollars in billions    Balance      Net
Investment
     Balance      Net
Investment
     Balance     Net
Investment
 

Commercial and commercial real estate loans:

                  

Unpaid principal balance

   $ 6.3          $ 3.5          $ 2.2       

Purchased impaired mark

     (3.4         (1.3         (.7    

Recorded investment

     2.9            2.2            1.5       

Allowance for loan losses

                 (.2         (.3    

Net investment

     2.9         46      2.0         57      1.2        55

Consumer and residential mortgage loans:

                  

Unpaid principal balance

     15.6            11.7            8.4       

Purchased impaired mark

     (5.8         (3.6         (1.8    

Recorded investment

     9.8            8.1            6.6       

Allowance for loan losses

                 (.3         (.6    

Net investment

     9.8         63      7.8         67      6.0        71

Total purchased impaired loans:

                  

Unpaid principal balance

     21.9            15.2            10.6       

Purchased impaired mark (a)

     (9.2         (4.9         (2.5    

Recorded investment

     12.7            10.3            8.1       

Allowance for loan losses

                 (.5         (.9 )(b)     

Net investment

   $ 12.7         58    $ 9.8         64    $ 7.2        68
(a) Comprised of $5.5 billion of nonaccretable principal cash flows and $3.7 billion of accretable total cash flows at December 31, 2008, $1.4 billion of nonaccretable principal cash flows and $3.5 billion of accretable total cash flows at December 31, 2009, and $.2 billion of nonaccretable principal cash flows and $2.3 billion of accretable total cash flows at September 30, 2010.
(b) Impairment reserves of $.9 billion at September 30, 2010 reflect impaired loans with further credit quality deterioration since acquisition. This deterioration was more than offset by the cash received to date in excess of recorded investment of $.6 billion and the net reclassification to accretable, to be recognized over time, of $.9 billion.

 

The unpaid principal balance of purchased impaired loans declined from $21.9 billion at December 31, 2008 to $10.6 billion at September 30, 2010 due to amounts determined to be uncollectible, payoffs and disposals. The remaining purchased impaired mark at September 30, 2010 was $2.5 billion which was a decline from $9.2 billion at December 31, 2008. The net investment of $12.7 billion at December 31, 2008 declined 43% to $7.2 billion at September 30, 2010 primarily due to payoffs, disposals and further impairment partially offset by accretion during 2009 and the first nine months of 2010. At September 30, 2010, our largest individual purchased impaired loan had a recorded investment of $21 million.

We currently expect to collect total cash flows of $9.5 billion on purchased impaired loans, representing the $7.2 billion net investment at September 30, 2010 and the accretable net interest of $2.3 billion shown in the Accretable Net Interest table that follows.

 

Purchase Accounting Accretion

 

     Three months ended
Sept. 30
    Nine months ended
Sept. 30
 
In millions    2010     2009     2010     2009  

Non-impaired loans

   $ 70      $ 172      $ 293      $ 662   

Impaired loans

     187        193        710        670   

Reversal of contractual interest on impaired loans

     (138     (167     (408     (584

Net impaired loans

     49        26        302        86   

Securities

     15        25        39        97   

Deposits

     122        231        433        807   

Borrowings

     (42     (58     (112     (195

Total

   $ 214      $ 396      $ 955      $ 1,457   

Cash received in excess of recorded investment from sales or payoffs of impaired commercial loans (cash recoveries) totaled $350 million for the first nine months of 2010, including $111 million in the third quarter. We do not expect this level of cash recoveries to be sustainable on a quarterly basis.


 

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Remaining Purchase Accounting Accretion

 

In billions    Dec. 31
2008
    Dec. 31
2009
    Sept. 30
2010
 

Non-impaired loans

   $ 2.4      $ 1.6      $ 1.3   

Impaired loans (a)

     3.7        3.5        2.3   

Total loans (gross)

     6.1        5.1        3.6   

Securities

     .2        .1        .1   

Deposits

     2.1        1.0        .6   

Borrowings

     (1.5     (1.2     (1.1

Total

   $ 6.9      $ 5.0      $ 3.2   
(a) Adjustments include purchase accounting accretion, reclassifications from non-accretable to accretable net interest as a result of increases in estimated cash flows, and reductions in the accretable amount as a result of the identification of additional purchased impaired loans as of the National City acquisition close date of December 31, 2008.

Accretable Net Interest – Purchased Impaired Loans

 

In billions        

January 1, 2010

   $ 3.5   

Accretion (including cash recoveries)

     (1.1

Net reclassifications to accretable from non-accretable

     .1   

Disposals

     (.2

September 30, 2010

   $ 2.3   

 

In billions        

January 1, 2009

   $ 3.7   

Accretion (including cash recoveries)

     (2.2

Adjustments resulting from changes in purchase price allocation

     .3   

Net reclassifications to accretable from non-accretable

     .9   

Disposals

     (.4

September 30, 2010

   $ 2.3   

Net unfunded credit commitments are comprised of the following:

Net Unfunded Credit Commitments

 

In millions    Sept. 30
2010
     Dec. 31
2009
 

Commercial / commercial real estate (a)

   $ 59,834       $ 60,143   

Home equity lines of credit

     19,500         20,367   

Consumer credit card and other unsecured lines

     16,478         18,800   

Other

     1,335         1,485   

Total

   $ 97,147       $ 100,795   
(a) Less than 4% of these amounts at each date relate to commercial real estate.

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 $15.3 billion at September 30, 2010 and $13.2 billion at December 31, 2009.

Unfunded credit commitments related to the consolidation of Market Street totaled $3.4 billion at September 30, 2010 and are now a component of PNC’s total unfunded credit commitments. These amounts are included in the preceding table within the “Commercial / commercial real estate” category.

In addition to credit commitments, our net outstanding standby letters of credit totaled $9.9 billion at September 30, 2010 and $10.0 billion at December 31, 2009. Standby letters of credit commit us to make payments on behalf of our customers if specified future events occur.

Unfunded liquidity facility commitments and standby bond purchase agreements totaled $509 million at September 30, 2010 and $6.2 billion at December 31, 2009 and are included in the preceding table primarily within the “Commercial / commercial real estate” category. Due to the consolidation of Market Street, $5.5 billion of unfunded liquidity facility commitments were no longer included in the amounts in the preceding table as of September 30, 2010.


 

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INVESTMENT SECURITIES

Details of Investment Securities

 

In millions    Amortized
Cost
     Fair
Value
 

September 30, 2010

       

SECURITIES AVAILABLE FOR SALE

       

Debt securities

       

US Treasury and government agencies

   $ 7,546       $ 7,883   

Residential mortgage-backed

       

Agency

     28,470         29,093   

Non-agency

     8,663         7,581   

Commercial mortgage-backed

       

Agency

     1,560         1,641   

Non-agency

     1,795         1,853   

Asset-backed

     2,897         2,702   

State and municipal

     1,578         1,601   

Other debt

     3,157         3,297   

Corporate stocks and other

     399         399   

Total securities available for sale

   $ 56,065       $ 56,050   

SECURITIES HELD TO MATURITY

       

Debt securities

       

Commercial mortgage-backed (non-agency)

   $ 4,378       $ 4,618   

Asset-backed

     3,024         3,104   

Other debt

     9         11   

Total securities held to maturity

   $ 7,411       $ 7,733   

December 31, 2009

       

SECURITIES AVAILABLE FOR SALE

       

Debt securities

       

US Treasury and government agencies

   $ 7,548       $ 7,520   

Residential mortgage-backed

       

Agency

     24,076         24,438   

Non-agency

     10,419         8,302   

Commercial mortgage-backed

       

Agency

     1,299         1,297   

Non-agency

     4,028         3,848   

Asset-backed

     2,019         1,668   

State and municipal

     1,346         1,350   

Other debt

     1,984         2,015   

Corporate stocks and other

     360         360   

Total securities available for sale

   $ 53,079       $ 50,798   

SECURITIES HELD TO MATURITY

       

Debt securities

       

Commercial mortgage-backed (non-agency)

   $ 2,030       $ 2,225   

Asset-backed

     3,040         3,136   

Other debt

     159         160   

Total securities held to maturity

   $ 5,229       $ 5,521   

The carrying amount of investment securities totaled $63.5 billion at September 30, 2010 and $56.0 billion at December 31, 2009. The increase in investment securities reflected a $5.3 billion increase in securities available for sale and a $2.2 billion increase in securities held to maturity as excess liquidity was invested in short duration, high quality securities. Investment securities represented 24% of total assets at September 30, 2010 and 21% at December 31, 2009.

We evaluate our portfolio of investment securities in light of changing market conditions and other factors and, where

appropriate, take steps intended to improve our overall positioning. We consider the portfolio to be well-diversified and of high quality. US Treasury and government agencies, agency residential mortgage-backed securities and agency commercial mortgage-backed securities collectively represented 61% of the investment securities portfolio at September 30, 2010.

In March 2010, we transferred $2.2 billion of available for sale commercial mortgage-backed non-agency securities to the held to maturity portfolio. The transfer involved high-quality securities where management’s intent to hold changed. In reassessing the classification of these securities, management considered the potential for the fair value of the securities to be adversely impacted, even where there is no indication of credit impairment.

At September 30, 2010, the securities available for sale portfolio included a net unrealized loss of $15 million, which represented the difference between fair value and amortized cost. The comparable amount at December 31, 2009 was a net unrealized loss of $2.3 billion. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of investment securities generally decreases when interest rates increase and vice versa. In addition, the fair value generally decreases when credit spreads widen and vice versa.

The significant decline in the net unrealized loss from December 31, 2009 was primarily the result of lower market interest rates and improving liquidity and credit spreads on non-agency residential mortgage-backed and non-agency commercial mortgage-backed securities. Net unrealized gains and losses in the securities available for sale portfolio are included in shareholders’ equity as accumulated other comprehensive income or loss from continuing operations, net of tax.

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. In addition, the amount representing the credit-related portion of OTTI on available for sale securities would reduce our earnings and regulatory capital ratios.

The expected weighted-average life of investment securities (excluding corporate stocks and other) was 4.0 years at September 30, 2010 and 4.1 years at December 31, 2009.

We estimate that, at September 30, 2010, the effective duration of investment securities was 2.4 years for an immediate 50 basis points parallel increase in interest rates and 2.4 years for an immediate 50 basis points parallel decrease in interest rates. Comparable amounts at December 31, 2009 were 2.9 years and 2.5 years, respectively.


 

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The following table provides detail regarding the vintage, current credit rating, and FICO score of the underlying collateral at origination for residential mortgage-backed, commercial mortgage-backed and other asset-backed securities held in the available for sale and held to maturity portfolios:

 

     September 30, 2010  
     Agency     Non-agency         
Dollars in millions    Residential
Mortgage-Backed
Securities
    Commercial
Mortgage-Backed
Securities
    Residential
Mortgage-Backed
Securities
    Commercial
Mortgage-Backed
Securities
    Asset-Backed
Securities
 

Fair Value – Available for Sale

   $ 29,093      $ 1,641      $ 7,581      $ 1,853      $ 2,702   

Fair Value – Held to Maturity

                             4,618        3,104   

Total Fair Value

   $ 29,093      $ 1,641      $ 7,581      $ 6,471      $ 5,806   

% of Fair Value:

                

By Vintage

                

2010

     23     29           6

2009

     22     39       3     15

2008

     9     6           17

2007

     14     3     17     10     12

2006

     7     6     23     30     13

2005 and earlier

     25     17     60     57     15

Not Available

                                     22

Total

     100     100     100     100     100

By Credit Rating

                

Agency

     100     100          

AAA

           8     87     72

AA

           4     5     6

A

           5     4     4

BBB

           4     3    

BB

           11     1     1

B

           19         4

Lower than B

           49         11

No rating

                                     2

Total

     100     100     100     100     100

By FICO Score

                

>720

           60         4

<720 and >660

           31         8

<660

                 3

No FICO score

     N/A        N/A        9     N/A        85

Total

                     100             100

 

We conduct a comprehensive security-level impairment assessment quarterly on all securities in an unrealized loss position to determine whether the loss represents OTTI. Our assessment considers the security structure, recent security collateral performance metrics, external credit ratings, failure of the issuer to make scheduled interest or principal payments, our judgment and expectations of future performance, and relevant independent industry research, analysis and forecasts.

We also consider the severity of the impairment and the length of time that the security has been impaired in our assessment. Results of the periodic assessment are reviewed by a cross-

functional senior management team representing Asset & Liability Management, Finance, and Balance Sheet Risk Management. The senior management team considers the results of the assessments, as well as other factors, in determining whether the impairment is other-than-temporary.

We recognize the credit portion of OTTI charges in current earnings for those debt securities where there is no intent to sell and it is not more likely than not that we would be required to sell the security prior to expected recovery. The remaining portion of OTTI charges is included in accumulated other comprehensive loss.


 

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We recognized OTTI for the first nine months and third quarter of 2010 and 2009 as follows:

Other-Than-Temporary Impairments

 

    Three months ended
September 30
    Nine months ended
September 30
 
In millions   2010     2009     2010     2009  

Credit portion of OTTI losses (a)

  $ (71   $ (129   $ (281   $ (433

Noncredit portion of OTTI losses (b)

    (46     (272     (194     (1,107

Total OTTI losses

  $ (117   $ (401   $ (475   $ (1,540
(a) Reduction of noninterest income in our Consolidated Income Statement.
(b) Included in Accumulated other comprehensive loss on our Consolidated Balance Sheet.

 

Included below is detail on the net unrealized losses and OTTI credit losses recorded on non-agency residential and commercial mortgage-backed and other asset-backed securities, which represent our most significant categories of securities not backed by the US government or its agencies. A summary of all OTTI credit losses recognized for the third quarter and first nine months of 2010 by investment type is included in Note 7 Investment Securities in the Notes To Consolidated Financial Statements of this Report.


 

     September 30, 2010  
In millions    Residential Mortgage-
Backed Securities
    Commercial Mortgage-
Backed Securities
   

Asset-Backed

Securities (a)

 

AVAILABLE FOR SALE SECURITIES (NON-AGENCY)

                     
     Fair
Value
     Net Unrealized
Gain (Loss)
    Fair
Value
     Net Unrealized
Gain (Loss)
    Fair
Value
     Net Unrealized
Gain (Loss)
 

Credit Rating Analysis

                     

AAA

   $ 580       $ (24   $ 1,131       $ 50      $ 1,527       $ 4   

Other Investment Grade (AA, A, BBB)

     1,027         (49     667         13        277         (6

Total Investment Grade

     1,607         (73     1,798         63        1,804         (2

BB

     798         (121     49         (7     2        

B

     1,436         (221     6         2        222         (39

Lower than B

     3,740         (667            641         (129

No Rating

                                       29         (25

Total Sub-Investment Grade

     5,974         (1,009     55         (5     894         (193

Total

   $ 7,581       $ (1,082   $ 1,853       $ 58      $ 2,698       $ (195

OTTI Analysis

                     

Investment Grade:

                     

OTTI has been recognized

   $ 62       $ (12              

No OTTI recognized to date

     1,545         (61   $ 1,798       $ 63      $ 1,804       $ (2

Total Investment Grade

     1,607         (73     1,798         63        1,804         (2

Sub-Investment Grade:

                     

OTTI has been recognized

     3,610         (838     18         (1     639         (160

No OTTI recognized to date

     2,364         (171     37         (4     255         (33

Total Sub-Investment Grade

     5,974         (1,009     55         (5     894         (193

Total

   $ 7,581       $ (1,082   $ 1,853       $ 58      $ 2,698       $ (195

SECURITIES HELD TO MATURITY (NON-AGENCY)

                     

Credit Rating Analysis

                     

AAA

          $ 4,510       $ 239      $ 2,676       $ 67   

Other Investment Grade (AA, A, BBB)

                      108         1        290         7   

Total Investment Grade

                      4,618         240        2,966         74   

BB

                   16        

B

                   2        

Lower than B

                   10        

No Rating

                                       98         6   

Total Sub-Investment Grade

                                       126         6   

Total

                    $ 4,618       $ 240      $ 3,092       $ 80   
(a) Table excludes $4 million and $12 million of available for sale and held to maturity agency asset-backed securities, respectively.

 

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Table of Contents

 

Residential Mortgage-Backed Securities

At September 30, 2010, our residential mortgage-backed securities portfolio was comprised of $29.1 billion fair value of US government agency-backed securities and $7.6 billion fair value of non-agency (private issuer) securities. The agency securities are generally collateralized by 1-4 family, conforming, fixed-rate residential mortgages. The non-agency securities are also generally collateralized by 1-4 family residential mortgages. The mortgage loans underlying the non-agency 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”), or interest rates that are fixed for the term of the loan.

Substantially all of the securities are senior tranches in the securitization structure and have credit protection in the form of credit enhancement, over-collateralization and/or excess spread accounts.

During the first nine months of 2010, we recorded OTTI credit losses of $211 million on non-agency residential mortgage-backed securities, including $57 million in the third quarter. As of September 30, 2010, $207 million of the year-to-date credit losses related to securities rated below investment grade. As of September 30, 2010, the noncredit portion of OTTI losses recorded in accumulated other comprehensive loss for non-agency residential mortgage-backed securities totaled $850 million and the related securities had a fair value of $3.7 billion.

The fair value of sub-investment grade investment securities for which we have not recorded an OTTI credit loss as of September 30, 2010 totaled $2.4 billion, with unrealized net losses of $171 million. The results of our security-level assessments indicate that we will recover the entire cost basis of these securities. Note 7 Investment Securities in the Notes To Consolidated Financial Statements of this Report provides further detail regarding our process for assessing OTTI for these securities.

Commercial Mortgage-Backed Securities

The fair value of the non-agency commercial mortgage-backed securities portfolio was $6.5 billion at September 30, 2010 and consisted of fixed-rate, private-issuer securities collateralized by non-residential properties, primarily retail properties, office buildings, and multi-family housing. The agency commercial mortgage-backed securities portfolio was $1.6 billion fair value at September 30, 2010 consisting of multi-family housing. Substantially all of the securities are the most senior tranches in the subordination structure.

OTTI credit losses on commercial mortgage-backed securities for the first nine months of 2010 were not significant. In addition, the noncredit portion of OTTI losses recorded in

accumulated other comprehensive loss for commercial mortgage-backed securities and the fair value of the related securities at September 30, 2010 were not significant. The remaining fair value for which OTTI was previously recorded approximates zero.

Asset-Backed Securities

The fair value of the asset-backed securities portfolio was $5.8 billion at September 30, 2010 and consisted of fixed-rate and floating-rate, private-issuer securities collateralized primarily by various consumer credit products, including residential mortgage loans, credit cards, and automobile loans. Substantially all of the securities are senior tranches in the securitization structure and have credit protection in the form of credit enhancement, over-collateralization and/or excess spread accounts.

During the first nine months of 2010, we recorded OTTI credit losses of $67 million on asset-backed securities, including $14 million in the third quarter. All of the securities were collateralized by first and second lien residential mortgage loans and were rated below investment grade. As of September 30, 2010, the noncredit portion of OTTI losses recorded in accumulated other comprehensive loss for asset-backed securities totaled $160 million and the related securities had a fair value of $639 million.

For the sub-investment grade investment securities (available for sale and held to maturity) for which we have not recorded an OTTI loss through September 30, 2010, the remaining fair value was $381 million, with unrealized net losses of $27 million. The results of our security-level assessments indicate that we will recover the entire cost basis of these securities. Note 7 Investment Securities in the Notes To Consolidated Financial Statements of this Report provides further detail regarding our process for assessing OTTI for these securities.

If current housing and economic conditions were to continue for the foreseeable future or worsen, if market volatility and illiquidity were to continue or worsen, or if market interest rates were to increase appreciably, the valuation of our investment securities portfolio could continue to be adversely affected and we could incur additional OTTI credit losses that would impact our Consolidated Income Statement.

LOANS HELD FOR SALE

 

In millions  

Sept. 30

2010

    

Dec. 31

2009

 

Commercial mortgages at fair value

  $ 1,028       $ 1,050   

Commercial mortgages at lower of cost or market

    353         251   

Total commercial mortgages

    1,381         1,301   

Residential mortgages at fair value

    1,777         1,012   

Residential mortgages at lower of cost or market

    9            

Total residential mortgages

    1,786         1,012   

Other

    108         226   

Total

  $ 3,275       $ 2,539   

 

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Table of Contents

 

We stopped originating certain commercial mortgage loans designated as held for sale during the first quarter of 2008 and continue pursuing opportunities to reduce these positions at appropriate prices. We sold $82 million of commercial mortgage loans held for sale carried at fair value in the first nine months of 2010 and sold $234 million in the first nine months of 2009.

We recognized net losses of $6 million in the first nine months of 2010 on the valuation and sale of commercial mortgage loans held for sale, net of hedges, including net gains of $7 million in the third quarter. Net gains of $62 million on the valuation and sale of commercial mortgages loans held for sale, net of hedges, were recognized in the first nine months of 2009, including $28 million in the third quarter.

Residential mortgage loan origination volume was $7.0 billion in the first nine months of 2010. Substantially all such loans were originated to agency or FHA standards. We sold $6.6 billion of loans and recognized related gains of $165 million during the first nine months of 2010, of which $77 million occurred in the third quarter. The comparable amounts for the first nine months of 2009 were $17.0 billion and $409 million, respectively, including $83 million in the third quarter.

Interest income on loans held for sale was $208 million for the first nine months of 2010, including $55 million in the third quarter. Comparable amounts in 2009 were $195 million and $68 million, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets totaled $10.5 billion at September 30, 2010 compared with $12.9 billion at December, 31, 2009. Goodwill declined $1.3 billion, to $8.2 billion, at September 30, 2010 compared with the year-end balance primarily due to the sale of GIS which reduced goodwill by $1.2 billion. The $1.1 billion decline in other intangible assets from December 31, 2009 included a $.5 billion decline in residential mortgage servicing rights and a $.3 billion decline in commercial mortgage servicing rights. Note 9 Goodwill and Other Intangible Assets included in the Notes To Consolidated Financial Statements of this Report provides further information on these items.

FUNDING AND CAPITAL SOURCES

Details Of Funding Sources

 

In millions    Sept. 30
2010
     Dec. 31
2009
 

Deposits

       

Money market

   $ 82,386       $ 85,838   

Demand

     45,811         40,406   

Retail certificates of deposit

     40,716         48,622   

Savings

     7,099         6,401   

Other time

     686         1,088   

Time deposits in foreign offices

     2,485         4,567   

Total deposits

     179,183         186,922   

Borrowed funds

       

Federal funds purchased and repurchase agreements

     4,661         3,998   

Federal Home Loan Bank borrowings

     7,106         10,761   

Bank notes and senior debt

     13,508         12,362   

Subordinated debt

     10,023         9,907   

Other

     4,465         2,233   

Total borrowed funds

     39,763         39,261   

Total

   $ 218,946       $ 226,183   

Total funding sources decreased $7.2 billion, or 3%, at September 30, 2010 compared with December 31, 2009.

Total deposits decreased $7.7 billion at September 30, 2010 compared with December 31, 2009. Deposits decreased in the comparison primarily due to declines in retail certificates of deposit and money market deposits partially offset by an increase in demand deposits.

Interest-bearing deposits represented 74% of total deposits at September 30, 2010 compared with 76% at December 31, 2009.

Total borrowed funds increased $.5 billion since December 31, 2009. Other borrowed funds increased $2.2 billion in the comparison primarily due to an increase in commercial paper borrowings of $2.3 billion with the consolidation of Market Street. Bank notes and senior debt increased $1.1 billion since year-end. These increases were partially offset by a decline of $3.7 billion in Federal Home Loan Bank borrowings since December 31, 2009.

Capital

PNC increased common equity during the first nine months of 2010 as outlined below. 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, managing dividend policies and retaining earnings.


 

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Total shareholders’ equity increased $.1 billion, to $30.0 billion, at September 30, 2010 compared with December 31, 2009 and included the impact of the following:

   

The first quarter 2010 issuance of 63.9 million shares of common stock in an underwritten offering at $54 per share resulted in a $3.4 billion increase in total shareholders’ equity,

   

An increase of $2.0 billion to retained earnings, and

   

A positive swing of $2.1 billion in accumulated other comprehensive income (loss) largely due to decreases in net unrealized securities losses as more fully described in the Investment Securities portion of this Consolidated Balance Sheet Review.

The factors above were mostly offset by a decline of $7.3 billion in capital surplus preferred stock in connection with our February 2010 redemption of the Series N (TARP) Preferred Stock as explained further in Note 14 Total Equity And Other Comprehensive Income in the Notes To Consolidated Financial Statements in this Report.

Common shares outstanding were 526 million at September 30, 2010 and 462 million at December 31, 2009. Our first quarter 2010 common stock offering referred to above drove this increase.

Since our acquisition of National City on December 31, 2008, we have increased total common shareholders’ equity by $11.9 billion, or 68%. We expect to continue to increase our common equity as a proportion of total capital through growth in retained earnings and will consider other capital opportunities as appropriate.

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 and contractual limitations, and the potential impact on our credit ratings. We did not purchase any shares during the first nine months of 2010 under this program and, as described in our 2009 Form 10-K, were restricted from doing so under the TARP Capital Purchase Program prior to our February 2010 redemption of the Series N Preferred Stock.

Risk-Based Capital

 

Dollars in millions    Sept. 30
2010
    Dec. 31
2009
 

Capital components

      

Shareholders’ equity

      

Common

   $ 29,394      $ 21,967   

Preferred

     648        7,975   

Trust preferred capital securities

     2,941        2,996   

Noncontrolling interests

     1,350        1,611   

Goodwill and other intangible assets

     (9,111     (10,652

Eligible deferred income taxes on goodwill and other intangible assets

     528        738   

Pension, other postretirement benefit plan adjustments

     402        542   

Net unrealized securities losses, after-tax

     86        1,575   

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

     (655     (166

Other

     (207     (63

Tier 1 risk-based capital

     25,376        26,523   

Subordinated debt

     5,143        5,356   

Eligible allowance for credit losses

     2,704        2,934   

Total risk-based capital

   $ 33,223      $ 34,813   

Tier 1 common capital

      

Tier 1 risk-based capital

   $ 25,376      $ 26,523   

Preferred equity

     (648     (7,975

Trust preferred capital securities

     (2,941     (2,996

Noncontrolling interests

     (1,350     (1,611

Tier 1 common capital

   $ 20,437      $ 13,941   

Assets

      

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

   $ 213,655      $ 232,257   

Adjusted average total assets

     255,800        263,103   

Capital ratios

      

Tier 1 risk-based

     11.9     11.4

Tier 1 common

     9.6        6.0   

Total risk-based

     15.6        15.0   

Leverage

     9.9        10.1   

Federal banking regulators have stated that they expect all bank holding companies to have a level and composition of Tier 1 capital well in excess of the 4% regulatory minimum, and they have required the largest US bank holding companies, including PNC, to have a capital buffer sufficient to withstand losses and allow them to meet credit needs of their customers through the economic downturn. They have also stated their view that common equity should be the dominant form of Tier 1 capital. As a result, regulators are now emphasizing the Tier 1 common capital ratio in their evaluation of bank holding company capital levels, although this metric is not provided for in the regulations. We seek to manage our capital consistent with these regulatory principles, and believe that our September 30, 2010 capital levels were aligned with them.


 

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Dodd-Frank requires the Federal Reserve Board to establish capital requirements that would, among other things, eliminate the Tier 1 treatment of trust preferred securities following a phase-in period expected to begin in 2013. Accordingly, PNC will evaluate its alternatives, including the potential for early redemption of some or all of its trust preferred securities, based on such considerations it may consider relevant, including dividend rates, the specifics of the future capital requirements, capital market conditions and other factors.

Our Tier 1 risk-based capital ratio increased 50 basis points to 11.9% at September 30, 2010 from 11.4% at December 31, 2009. Our Tier 1 common capital ratio was 9.6% at September 30, 2010, an increase of 360 basis points compared with 6.0% at December 31, 2009. Increases in both ratios were attributable to retention of earnings in 2010, the first quarter 2010 equity offering, the third quarter 2010 sale of GIS, and lower risk-weighted assets. The increases in the Tier 1 risk-based capital ratio noted above were offset by the impact of the $7.6 billion first quarter 2010 redemption of the Series N (TARP) Preferred Stock. See Note 14 Total Equity And Other Comprehensive Income in the Notes To Consolidated Financial Statements in this Report for additional information regarding the Series N Preferred Stock redemption.

At September 30, 2010, PNC Bank, N.A., our domestic bank subsidiary, was considered “well capitalized” based on US regulatory capital ratio requirements, which are indicated on page 2 of this Report. We believe PNC Bank, N.A. will continue to meet these requirements during the remainder of 2010.

The access to, and cost of, funding for 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.

 

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.” Additional information on these types of activities is included in the following sections of this Report:

   

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

   

Note 3 Loan Sale and Servicing Activities and Variable Interest Entities,

   

Note 18 Commitments and Guarantees and

   

Both Note 3 and Note 18 are in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

On January 1, 2010, we adopted ASU 2009-17 – Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This guidance removes the scope exception for qualifying special-purpose entities, contains new criteria for determining the primary beneficiary of a variable interest entity (VIE) and increases the frequency of required reassessments to determine whether an entity is the primary beneficiary of a VIE. VIEs are assessed for consolidation under Topic 810 when we hold variable interests in these entities. PNC consolidates VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is determined to be the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Effective January 1, 2010, we consolidated Market Street, a credit card securitization trust, and certain Low Income Housing Tax Credit (LIHTC) investments. We recorded consolidated assets of $4.2 billion, consolidated liabilities of $4.2 billion, and an after-tax cumulative effect adjustment to retained earnings of $92 million upon adoption.


 

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The following provides a summary of VIEs, including those that we have consolidated and those in which we hold variable interests but have not consolidated into our financial statements, as of September 30, 2010 and December 31, 2009, respectively.

Consolidated VIEs – Carrying Value (a)

 

September 30, 2010

In millions

   Market
Street
     Credit Card
Securitization
Trust
   

Tax Credit

Investments (b)

    

Credit Risk

Transfer
Transaction

    Total  

Assets

                      

Cash and due from banks

            $ 2           $ 2   

Interest-earning deposits with banks

              5             5   

Investment securities

   $ 202                      202   

Loans

     2,094       $ 2,103           $ 447        4,644   

Allowance for loan and lease losses

          (213          (6     (219

Equity investments

              1,177             1,177   

Other assets

     339         3        435         10        787   

Total assets

   $ 2,635       $ 1,893      $ 1,619       $ 451      $ 6,598   

Liabilities

                      

Other borrowed funds

   $ 2,298       $ 523      $ 116           $ 2,937   

Accrued expenses

              79             79   

Other liabilities

     336                 187                 523   

Total liabilities

   $ 2,634       $ 523      $ 382               $ 3,539   
(a) Amounts represent carrying value on PNC’s Consolidated Balance Sheet.
(b) Amounts reported primarily represent LIHTC investments.

Consolidated VIEs

 

In millions   

Aggregate

Assets

    

Aggregate

Liabilities

 

September 30, 2010

       

Market Street

   $ 3,220       $ 3,226   

Credit Card Securitization Trust

     2,231         995   

Tax Credit Investments (a)

     1,631         417   

Credit Risk Transfer Transaction

     766         766   
 

December 31, 2009

       

Tax Credit Investments (a)

   $ 1,933       $ 808   

Credit Risk Transfer Transaction

     860         860   
(a) Amounts reported primarily represent LIHTC investments.

Aggregate assets and aggregate liabilities differ from the consolidated carrying value of assets and liabilities due to elimination of intercompany assets and liabilities held by the consolidated VIE.

Non-Consolidated VIEs

 

In millions    Aggregate
Assets
     Aggregate
Liabilities
    

PNC Risk

of Loss

   

Carrying

Value of

Assets

   

Carrying

Value of
Liabilities

 

September 30, 2010

                  

Tax Credit Investments (a)

   $ 3,818       $ 2,028       $ 850      $ 850 (c)    $ 347 (d) 

Commercial Mortgage-Backed Securitizations (b)

     73,206         73,206         1,727        1,727 (e)     

Residential Mortgage-Backed Securitizations (b)

     47,585         47,585         1,936        1,930 (e)      6 (d) 

Collateralized Debt Obligations

     18                  2        2 (c)         

Total

   $ 124,627       $ 122,819       $ 4,515      $ 4,509      $ 353   
            
In millions    Aggregate
Assets
     Aggregate
Liabilities
     PNC Risk
of Loss
             

December 31, 2009

                

Market Street

   $ 3,698       $ 3,718       $ 6,155 (f)     

Tax Credit Investments (a)

     1,786         1,156         743       

Collateralized Debt Obligations

     23              2       

Total

   $ 5,507       $ 4,874       $ 6,900       
(a) Amounts reported primarily represent LIHTC investments. Aggregate assets and aggregate liabilities represent estimated balances due to limited availability of financial information associated with certain acquired partnerships.

 

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(b) Amounts reported reflect involvement with securitization SPEs where PNC transferred to and/or services loans for a SPE and we hold securities issued by that SPE. We also invest in other mortgage and asset-backed securities issued by third-party VIEs with which we have no continuing involvement. Further information on these securities is included in Note 7 Investment Securities and values disclosed represent our maximum exposure to loss for those securities’ holdings.
(c) Included in Equity investments on our Consolidated Balance Sheet.
(d) Included in Other liabilities on our Consolidated Balance Sheet.
(e) Included in Trading securities, Investment securities, Other intangible assets, and Other assets on our Consolidated Balance Sheet.
(f) PNC’s risk of loss consisted of off-balance sheet liquidity commitments to Market Street of $5.6 billion and other credit enhancements of $.6 billion at December 31, 2009.

 

Market Street

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 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 2009 and the first nine months of 2010, Market Street met all of its funding needs through the issuance of commercial paper.

Market Street commercial paper outstanding was $2.3 billion at September 30, 2010 and $3.1 billion at December 31, 2009. The weighted average maturity of the commercial paper was 39 days at September 30, 2010 and 36 days at December 31, 2009.

During 2009, PNC Capital Markets, acting as a placement agent for Market Street, held a maximum daily position in Market Street commercial paper of $135 million with an average balance of $19 million. This compares with a maximum daily position and an average balance of zero for the first nine months of 2010. PNC Capital Markets owned no Market Street commercial paper at September 30, 2010 and December 31, 2009. PNC Bank, N.A. made no purchases of Market Street commercial paper during the first nine months of 2010.

Assets of Market Street (a)

 

In millions    Outstanding      Commitments      Weighted
Average
Remaining
Maturity
In Years
 

December 31, 2009

          

Trade receivables

   $ 1,551       $ 4,105         2.01   

Automobile financing

     480         480         4.20   

Auto fleet leasing

     412         543         .85   

Collateralized loan obligations

     126         150         .36   

Residential mortgage

     13         13         26.01   

Other

     534         567         1.65   

Cash and miscellaneous receivables

     582                     

Total

   $ 3,698       $ 5,858         2.06   
(a) Market Street did not recognize an asset impairment charge or experience any material rating downgrades during 2009.

 

Market Street Commitments by Credit Rating (a)

 

     

September 30,

2010

   

December 31,

2009

 

AAA/Aaa

     26     14

AA/Aa

     61        50   

A/A

     12        34   

BBB/Baa

     1        2   

Total

     100     100
(a) The majority of our facilities are not explicitly rated by the rating agencies. All facilities are structured to meet rating agency standards for applicable rating levels.

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 (Series I Preferred Stock), and each Trust I Security is automatically exchangeable into a share of Series F Non-Cumulative Perpetual Preferred Stock of PNC Bank, N.A. (PNC Bank Preferred Stock), 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.

Our 2009 Form 10-K includes additional information regarding the Trust I and Trust II Securities, including descriptions of replacement capital covenants.


 

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PNC has contractually committed to 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 I 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.

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. PNC Capital Trusts C and D have similar protective provisions with respect to $500 million in principal amount of junior subordinated debentures. Also, in connection with the closing of the Trust E Securities sale, we entered into a replacement capital covenant as described more fully in our 2009 Form 10-K.

Acquired Entity Trust Preferred Securities

As a result of the National City acquisition, we assumed obligations with respect to $2.4 billion in principal amount of junior subordinated debentures issued by the acquired entity. 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. As described in Note 10 Capital Securities of Subsidiary Trusts and Perpetual Trust Securities in our Notes To Consolidated Financial Statements in this Report, in September 2010 we redeemed $71 million in principal amounts related to the junior subordinated debentures issued by the acquired entities. Under the terms of the outstanding 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.

As more fully described in our 2009 Form 10-K, we are subject to replacement capital covenants with respect to four tranches of junior subordinated debentures inherited from National City as well as a replacement capital covenant with respect to our Series L Preferred Stock. As a result of a successful consent solicitation of the holders of our 6.875% Subordinated Notes due May 15, 2019, we terminated the replacement capital covenants with respect to these four tranches of junior subordinated debentures and our Series L Preferred Stock on November 5, 2010.


 

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FAIR VALUE MEASUREMENTS

In addition to the following, see Note 8 Fair Value in the Notes To Consolidated Financial Statements under Part 1, Item 1 of this Report for further information regarding fair value.

Assets recorded at fair value represented 28% and 23% of total assets at September 30, 2010 and December 31, 2009, respectively. The increase in the percentage of total assets recorded at fair value at September 30, 2010 compared with the prior year end was primarily due to increases in securities available for sale and financial derivatives. Liabilities recorded at fair value represented 3% and 2% of total liabilities at September 30, 2010 and December 31, 2009, respectively.

The following table includes the assets and liabilities measured at fair value and the portion of such assets and liabilities that are classified within Level 3 of the valuation hierarchy.

 

     Sept. 30, 2010     Dec. 31, 2009  
In millions    Total Fair
Value
    Level 3     Total Fair
Value
    Level 3  

Assets

            

Securities available for sale

   $ 56,050      $ 9,024      $ 50,798      $ 9,933   

Financial derivatives

     7,856        120        3,916        50   

Residential mortgage loans held for sale

     1,777            1,012       

Trading securities

     955        71        2,124        89   

Residential mortgage servicing rights

     788        788        1,332        1,332   

Commercial mortgage loans held for sale

     1,028        1,028        1,050        1,050   

Equity investments

     1,375        1,375        1,188        1,188   

Customer resale agreements

     921            990       

Loans

     90            107       

Other assets

     780        361        716        509   

Total assets

   $ 71,620      $ 12,767      $ 63,233      $ 14,151   

Level 3 assets as a percentage of total assets at fair value

       18       22

Level 3 assets as a percentage of consolidated assets

             5             5

Liabilities

            

Financial derivatives

   $ 6,233      $ 403      $ 3,839      $ 506   

Trading securities sold short

     872            1,344       

Other liabilities

     8                6           

Total liabilities

   $ 7,113      $ 403      $ 5,189      $ 506   

Level 3 liabilities as a percentage of total liabilities at fair value

       6       10

Level 3 liabilities as a percentage of consolidated liabilities

             <1             <1

 

The majority of Level 3 assets represent non-agency residential mortgage-backed and asset-backed securities in the available for sale securities portfolio for which there was a lack of observable trading activity.

 

During the first nine months of 2010, no material transfers of assets or liabilities between the hierarchy levels occurred.


 

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BUSINESS SEGMENTS REVIEW

We have six reportable business segments:

   

Retail Banking

   

Corporate & Institutional Banking

   

Asset Management Group

   

Residential Mortgage Banking

   

BlackRock

   

Distressed Assets Portfolio

Business segment results, including inter-segment revenues, and a description of each business are included in Note 19 Segment Reporting included in the Notes To Consolidated Financial Statements of this Report. Certain amounts included in this Financial Review differ from those in Note 19 primarily due to the presentation in this Financial Review of business net interest revenue on a taxable-equivalent basis.

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 our 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. Certain prior period amounts have been reclassified to reflect current methodologies and our current business and management structure. As a result of its sale, GIS is no longer a reportable business segment. Financial results are presented, to the extent practicable, as if each business operated on a stand-alone basis. We have aggregated the business results for certain similar 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 servicing 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.

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 shared 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 from continuing operations before noncontrolling interests, which itself excludes the earnings and revenue attributable to GIS, including the related after-tax third quarter 2010 sale of GIS that are reflected in discontinued operations. 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, exited businesses, equity management activities, alternative investments, intercompany eliminations, most corporate overhead, and differences between business segment performance reporting and financial statement reporting (GAAP), including the presentation of net income attributable to noncontrolling interests.

Period-end Employees

 

     

Sept. 30

2010

    

Dec. 31

2009

    

Sept. 30

2009

 

Full-time employees

          

Retail Banking

     21,203         21,416         21,644   

Corporate & Institutional Banking

     3,660         3,746         3,861   

Asset Management Group

     2,971         2,969         3,076   

Residential Mortgage Banking

     3,339         3,267         3,606   

Distressed Assets Portfolio

     170         175         157   

Other

          

Operations & Technology

     8,689         9,249         9,373   

Staff Services and other (a)

     4,588         8,939         8,812   

Total Other

     13,277         18,188         18,185   

Total full-time employees

     44,620         49,761         50,529   

Retail Banking part-time employees

     4,799         4,737         4,859   

Other part-time employees

     974         1,322         1,520   

Total part-time employees

     5,773         6,059         6,379   

Total

     50,393         55,820         56,908   
(a) Includes employees of GIS 4,450 at December 31, 2009 and 4,561 at September 30, 2009. We sold GIS effective July 1, 2010.

Employee data as reported by each business segment in the table above reflects staff directly employed by the respective businesses and excludes operations, technology and staff services employees reported in the Other segment. Total employees have decreased since September 30, 2009 primarily as a result of the sale of GIS and integration and conversion activities related to our National City acquisition.


 

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Results Of Businesses – Summary

(Unaudited)

 

     Income (Loss)     Revenue      Average Assets (a)  
Nine months ended September 30 – in millions    2010      2009     2010      2009      2010      2009  

Retail Banking (b)

   $ 97       $ 161      $ 4,101       $ 4,342       $ 67,380       $ 65,281   

Corporate & Institutional Banking

     1,230         775        3,537         3,889         77,764         86,391   

Asset Management Group

     112         82        665         701         7,043         7,367   

Residential Mortgage Banking

     272         410        774         1,152         8,903         8,289   

BlackRock

     253         151        326         191         6,275         4,599   

Distressed Assets Portfolio

     8         172        927         932         18,246         23,627   

Total business segments

     1,972         1,751        10,330         11,207         185,611         195,554   

Other (b) (c) (d)

     232         (496     943         135         79,744         83,006   

Income from continuing operations before noncontrolling interests (e)

   $ 2,204       $ 1,255      $ 11,273       $ 11,342       $ 265,355       $ 278,560   
(a) Period-end balances for BlackRock.
(b) Amounts for 2009 include the results of the 61 branches divested by early September 2009.
(c) For our segment reporting presentation in this Financial Review, “Other” for the first nine months of 2010 and 2009 included $309 million and $266 million, respectively, of pretax integration costs related to National City.
(d) “Other” average assets include securities available for sale associated with asset and liability management activities.
(e) Amounts are presented on a continuing operations basis and therefore exclude the earnings, revenue, and assets of GIS, including the third quarter 2010 gain on sale of GIS.

 

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RETAIL BANKING

(Unaudited)

 

Nine months ended September 30

Dollars in millions

  2010 (a)     2009 (b)  

INCOME STATEMENT

     

Net interest income

  $ 2,608      $ 2,689   

Noninterest income

     

Service charges on deposits

    556        701   

Brokerage

    161        186   

Consumer services

    673        662   

Other

    103        104   

Total noninterest income

    1,493        1,653   

Total revenue

    4,101        4,342   

Provision for credit losses

    946        921   

Noninterest expense

    3,007        3,158   

Pretax earnings

    148        263   

Income taxes

    51        102   

Earnings

  $ 97      $ 161   

AVERAGE BALANCE SHEET

     

Loans

     

Consumer

     

Home equity

  $ 26,538      $ 27,502   

Indirect

    3,960        4,049   

Education

    8,409        5,278   

Credit cards

    3,975        2,150   

Other consumer

    1,792        1,791   

Total consumer

    44,674        40,770   

Commercial and commercial real estate

    11,302        12,488   

Floor plan

    1,287        1,307   

Residential mortgage

    1,669        2,120   

Total loans

    58,932        56,685   

Goodwill and other intangible assets

    5,881        5,828   

Other assets

    2,567        2,768   

Total assets

  $ 67,380      $ 65,281   

Deposits

     

Noninterest-bearing demand

  $ 17,054      $ 16,238   

Interest-bearing demand

    19,654        18,327   

Money market

    40,045        39,401   

Total transaction deposits

    76,753        73,966   

Savings

    6,865        6,621   

Certificates of deposit

    42,749        54,765   

Total deposits

    126,367        135,352   

Other liabilities

    1,602        58   

Capital

    8,187        8,564   

Total liabilities and equity

  $ 136,156      $ 143,974   

PERFORMANCE RATIOS

     

Return on average capital

    2     3

Return on average assets

    .19        .33   

Noninterest income to total revenue

    36        38   

Efficiency

    73        73   

OTHER INFORMATION (c)

     

Credit-related statistics:

     

Commercial nonperforming assets

  $ 262      $ 311   

Consumer nonperforming assets

    400        191   

Total nonperforming assets (d)

  $ 662      $ 502   

Impaired loans (e)

  $ 939      $ 1,161   

Commercial lending net charge-offs

  $ 281      $ 242   

Credit card lending net charge-offs (on balance sheet)

    248        152   

Consumer lending (excluding credit card) net charge-offs

    316        293   

Total net charge-offs

  $ 845      $ 687   

Commercial lending annualized net charge-off ratio

    2.98     2.35

Credit card annualized net charge-off ratio (on balance sheet)

    8.34     9.45

Consumer lending (excluding credit card) annualized net charge-off ratio

    1.00     .96

Total annualized net charge-off ratio

    1.92     1.62

Other statistics:

     

ATMs

    6,626        6,463   

Branches (f)

    2,461        2,554   

At September 30

Dollars in millions, except as noted

  2010 (a)     2009 (b)  

OTHER INFORMATION (CONTINUED) (C)

               

Home equity portfolio credit statistics:

     

% of first lien positions (g)

    35     35

Weighted average loan-to-value ratios (g)

    73     74

Weighted average FICO scores (h)

    725        727   

Annualized net charge-off ratio

    .87     .70

Loans 30 – 89 days past due

    .79     .75

Loans 90 days past due

    .94     .73

Customer-related statistics:

     

Retail Banking checking relationships (i)

    5,461,000        5,392,000   

Retail online banking active customers

    2,968,000        2,682,000   

Retail online bill payment active customers

    942,000        753,000   

Brokerage statistics:

     

Financial consultants (j)

    713        655   

Full service brokerage offices

    40        42   

Brokerage account assets (billions)

  $ 31      $ 30   
(a) Information for 2010 reflects the impact of the consolidation in our financial statements for the securitized credit card portfolio of approximately $1.6 billion of credit card loans as of January 1, 2010.
(b) PNC completed the required divestiture of 61 branches in early September 2009. Amounts for periods prior to the divestiture included the impact of those branches.
(c) Presented as of September 30 except for net charge-offs and annualized net charge-off ratios, which are for the nine months ended.
(d) Includes nonperforming loans of $638 million at September 30, 2010 and $490 million at September 30, 2009.
(e) Recorded investment of purchased impaired loans related to National City, adjusted to reflect additional loan impairments effective December 31, 2008.
(f) Excludes certain satellite branches that provide limited products and/or services.
(g) Includes loans from acquired portfolios for which lien position and loan-to-value information is not available.
(h) Represents the most recent FICO scores we have on file.
(i) Retail checking relationships for the prior period presented have been refined subsequent to completion of application system conversion activities related to the National City acquisition.
(j) Financial consultants provide services in full service brokerage offices and PNC traditional branches.

Retail Banking earned $97 million for the first nine months of 2010 compared with earnings of $161 million for the same period a year ago. Earnings declined from the prior year primarily due to lower revenues as a result of lower interest credits assigned to deposits and a decline in fees which were partially offset by well-managed expenses. Retail Banking continued to maintain its focus on growing customers and deposits, customer and employee satisfaction, investing in the business for future growth, as well as disciplined expense management during this period of market and economic uncertainty.

Information for the first nine months of 2010 reflects the impact of the consolidation in our financial statements of the securitized credit card portfolio of approximately $1.6 billion of credit card loans as of January 1, 2010. This consolidation impacted primarily the loan and borrowings categories on the balance sheet and nearly all major categories of our income statement.

Highlights of Retail Banking’s performance for the first nine months of 2010 include the following:

   

PNC successfully completed the conversion of customers at over 1,300 branches across nine states from National City Bank to PNC, providing further growth opportunities throughout our expanded footprint.


 

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Success in implementing Retail Banking’s deposit strategy resulted in growth in average demand deposits of $2.1 billion, or 6%, over the prior year. Excluding approximately $0.9 billion of average demand deposits from year-to-date 2009 balances related to the 61 required branch divestitures completed in early September 2009, average demand deposits increased $3.0 billion, or 9%, over the prior year.

   

Growth in demand deposits reflected the continued focus of Retail Banking on expanding and deepening customer relationships. Checking relationships grew by 67,000 from the beginning of 2010, better than expected in consideration of the impact of branch conversion activities in many markets. Markets not impacted by conversion activities had strong checking relationship results, and we have seen improved sales momentum in the acquired markets post-conversion, as a result of implementing our business model.

   

Our investment in online banking capabilities continues to pay off. Active online bill payment and active online banking customers grew by 21% and 8%, respectively, during the first nine months of 2010. In a year-over-year comparison, active online bill pay and active online banking customers have increased 25% and 11%, respectively.

   

For the second consecutive year, the Retail Bank was named a Gallup Great WorkPlace Award Winner, reflecting our brand attributes of ease, confidence and achievement. This recognition reflects our commitment to having an engaged workforce.

   

PNC’s expansive branch footprint covers nearly one-third of the U.S. population with a network of 2,461 branches and 6,626 ATM machines at September 30, 2010. We continue to invest in the branch network. In the first nine months of 2010, we opened 17 traditional and 18 in-store branches, and consolidated 87 branches. The decrease in branches was primarily driven by acquisition-related branch consolidations.

Total revenue for the first nine months of 2010 was $4.1 billion compared with $4.3 billion for the same period in 2009. Net interest income of $2.6 billion declined $81 million compared with the first nine months of 2009. Net interest income was negatively impacted by lower interest credits assigned to deposits, reflective of the rate environment, and benefited from the consolidation of the securitized credit card portfolio, higher demand deposits, and increased education loans.

Noninterest income declined $160 million over the first nine months of 2009. The decrease was due to a decrease in service charges on deposits related to lower overdraft charges, the negative impact of the consolidation of the securitized credit card portfolio, lower brokerage fees, and the impact of the

required branch divestitures partially offset by, higher transaction volume-related fees within consumer services.

In 2010, Retail Banking revenues are negatively impacted by the implementation of new federal regulations. These regulations include: 1) the new rules set forth in Regulation E related to overdraft charges, 2) the Credit CARD Act of 2009, and 3) the education lending portions of the Health Care and Education Reconciliation Act of 2010 (HCERA).

The negative impact of Regulation E on revenue for the fourth quarter of 2010 is expected to be approximately $100 million, or approximately $55 million more than its impact on the third quarter of 2010. Additionally, the full year 2010 negative impact of the Credit CARD Act on revenues will be approximately $75 million. A portion of this impact will be in the fourth quarter of 2010. These estimates do not include additional impacts to revenue for other changes that may be made in 2010 responding to market conditions, or other/additional regulatory requirements, or any offsetting impact of changes to products and/or pricing.

The education lending business will be adversely impacted by provisions of HCERA that went into effect on July 1, 2010. The law essentially eliminates the Federal Family Education Loan Program (FFELP), the federally guaranteed portion of this business available to private lenders. For 2009, we originated $2.6 billion of federally guaranteed loans under FFELP. We plan to continue to provide private education loans as another source of funding for students and families.

See additional information regarding Dodd-Frank in the Executive Summary section of this Financial Review. Over at least the next year, as regulatory agencies issue proposed and final regulations and as the new Consumer Financial Protection Bureau is organized, we will continue to evaluate the impact of Dodd-Frank.

The provision for credit losses was $946 million through September 30, 2010 compared with $921 million over the same period in 2009. Net charge-offs were $845 million for the first nine months of 2010 compared with $687 million in the same period last year. The year-over-year increase in provision and net charge-offs is due to the deteriorating economy that occurred throughout 2009, as well as an increase of $1.8 billion in average credit card loans primarily due to the consolidation of the $1.6 billion of credit card loans as of January 1, 2010, as previously mentioned. Credit quality has shown signs of stabilization during the first nine months of 2010 with a declining net charge-off trend in each of the first three quarters.

Noninterest expense for the first nine months of the year declined $151 million from the same period last year. Expenses were well-managed as continued investments in distribution channels were more than offset by acquisition cost savings and the required branch divestitures.


 

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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. 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.

In the first nine months of 2010, average total deposits decreased $9.0 billion, or 7%, compared with 2009.

   

Average demand deposits increased $2.1 billion, or 6%, over the first nine months of 2009. The increase was primarily driven by customer growth and customer preferences for liquidity.

   

Average money market deposits increased $644 million, or 2%, from the first nine months of 2009. The increase was primarily due to core money market growth as customers generally prefer more liquid deposits in a low rate environment.

   

In the first nine months of 2010, average certificates of deposit decreased $12.0 billion from the same period last year. A continued decline in certificates of deposit is expected in the fourth quarter of 2010 due to the planned run off of higher rate certificates of deposit that were primarily obtained through the National City acquisition.

Currently, we plan to maintain our focus on a relationship-based lending strategy that targets specific customer sectors (mass consumers, homeowners, students, small businesses and auto dealerships) and our moderate risk lending approach. In the first nine months of 2010, average total loans were $58.9 billion, an increase of $2.2 billion, or 4%, over the same period last year.

   

Average education loans grew $3.1 billion compared with the first nine months of 2009 primarily due to increases in federal loan volumes as a result of non-bank competitors exiting from the business, portfolio purchases, and the impact of our current strategy of holding education loans on the balance sheet. As previously noted, the federally guaranteed portion of this business was essentially eliminated going forward beginning July 1, 2010 due to HCERA.

   

Average credit card balances increased $1.8 billion over the first nine months of 2009. The increase was primarily the result of the consolidation of the securitized credit card portfolio effective January 1, 2010.

   

Average home equity loans declined $964 million over the same period of 2009. Consumer loan demand has slowed as a result of the current economic environment. The decline is driven by loan demand being outpaced by paydowns, refinancings, and charge-offs. Retail Banking’s home equity loan portfolio is relationship based, with 96% of the portfolio attributable to borrowers in our primary geographic footprint. The nonperforming assets and charge-offs that we have experienced are within our expectations given current market conditions.

   

Average commercial and commercial real estate loans declined $1.2 billion compared with the first nine months of 2009. The decline was primarily due to loan demand being outpaced by refinancings, paydowns, charge-offs and the required branch divestitures (approximately $0.3 billion of the decline on average).


 

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CORPORATE & INSTITUTIONAL BANKING

(Unaudited)

 

Nine months ended September 30

Dollars in millions except as noted

   2010 (a)      2009  

INCOME STATEMENT

       

Net interest income

   $ 2,633       $ 2,824   

Noninterest income

       

Corporate service fees

     627         680   

Other

     277         385   

Noninterest income

     904         1,065   

Total revenue

     3,537         3,889   

Provision for credit losses

     285         1,320   

Noninterest expense

     1,312         1,356   

Pretax earnings

     1,940         1,213   

Income taxes

     710         438   

Earnings

   $ 1,230       $ 775   

AVERAGE BALANCE SHEET

       

Loans

       

Commercial

   $ 33,019       $ 38,755   

Commercial real estate

     16,948         19,346   

Commercial – real estate related

     3,016         3,922   

Asset-based lending

     6,124         6,443   

Equipment lease financing

     5,444         5,397   

Total loans

     64,551         73,863   

Goodwill and other intangible assets

     3,669         3,532   

Loans held for sale

     1,415         1,728   

Other assets

     8,129         7,268   

Total assets

   $ 77,764       $ 86,391   

Deposits

       

Noninterest-bearing demand

   $ 23,759       $ 18,756   

Money market

     12,246         9,402   

Other

     7,097         7,636   

Total deposits

     43,102         35,794   

Other liabilities

     11,542         9,357   

Capital

     7,593         7,810   

Total liabilities and equity

   $ 62,237       $ 52,961   

Nine months ended September 30

Dollars in millions except as noted

   2010 (a)     2009  

PERFORMANCE RATIOS

      

Return on average capital

     22     13

Return on average assets

     2.11        1.20   

Noninterest income to total revenue

     26        27   

Efficiency

     37        35   

COMMERCIAL MORTGAGE
SERVICING PORTFOLIO
(in billions)

      

Beginning of period

   $ 287      $ 270   

Acquisitions/additions

     23        31   

Repayments/transfers

     (47     (26

End of period

   $ 263      $ 275   

OTHER INFORMATION

      

Consolidated revenue from: (b)

      

Treasury Management

   $ 919      $ 841   

Capital Markets

   $ 411      $ 346   

Commercial mortgage loans held for
sale (c)

   $ 49      $ 138   

Commercial mortgage loan servicing (d)

     97        214   

Total commercial mortgage

banking activities

   $ 146      $ 352   

Total loans (e)

   $ 62,388      $ 68,352   

Credit-related statistics:

      

Nonperforming assets (e) (f)

   $ 3,064      $ 2,992   

Impaired loans (e) (g)

   $ 890      $ 1,482   

Net charge-offs

   $ 725      $ 711   

Net carrying amount of commercial
mortgage servicing rights (e)

   $ 616      $ 897   
(a) Information as of nine months ended September 30, 2010 reflects the impact of the consolidation in our financial statements of Market Street effective January 1, 2010. Includes $1.5 billion of loans, net of eliminations, and $2.6 billion of commercial paper borrowings included in Other liabilities.
(b) Represents consolidated PNC amounts.
(c) Includes valuations on commercial mortgage loans held for sale and related commitments, derivative valuations, origination fees, gains on sale of loans held for sale and net interest income on loans held for sale.
(d) Includes net interest income and noninterest income from loan servicing and ancillary services and commercial mortgage servicing rights valuations.
(e) As of period end.
(f) Includes nonperforming loans of $2.9 billion at both September 30, 2010 and September 30, 2009.
(g) Recorded investment of purchased impaired loans related to National City, adjusted to reflect additional loan impairments effective December 31, 2008.

Corporate & Institutional Banking earned $1.2 billion in the first nine months of 2010 compared with $775 million in the first nine months of 2009. Significantly higher earnings for the first nine months of 2010 reflected a lower provision for credit losses and lower noninterest expense which more than offset declines in net interest income and noninterest income compared with the 2009 period.

Highlights of Corporate & Institutional Banking performance over the first nine months of 2010 include:

   

Net interest income for the first nine months of 2010 was $2.6 billion, a decrease of $191 million from 2009, impacted by a decrease in average loans and lower interest credits assigned to deposits.

   

Corporate service fees were $627 million for the first nine months of 2010, a decrease of $53 million over the same period a year ago primarily due to a


 

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reduction in the value of commercial mortgage servicing rights largely driven by lower interest rates somewhat offset by higher merger and acquisition advisory and ancillary commercial mortgage servicing fees. The major components of corporate service fees are treasury management, corporate finance fees and commercial mortgage servicing revenue.

   

Our Treasury Management business, which is ranked in the top ten nationally, continues to invest in the healthcare initiative which is designed to help provide our customers opportunities to reduce operating costs. Healthcare-related revenues in the first nine months of 2010 increased over 20% from the same period of last year.

   

Harris Williams is one of the nation’s largest and most successful mergers and acquisitions advisory teams focused exclusively on the middle markets. Revenues increased over $40 million in the first nine months of 2010 compared with the same period in 2009 on higher deal activity driven by the improved financing environment. Harris Williams recently established its first overseas operation in London.

   

Midland Loan Services is one of the leading third-party providers of loan servicing, asset management and technology solutions for the commercial real estate finance industry. Midland is the only company in the industry with the highest U.S. servicer and special servicer ratings from Fitch Ratings and Standard & Poor’s and has achieved these highest ratings for 11 consecutive years.

   

The commercial mortgage servicing portfolio was $263 billion at September 30, 2010 compared with $275 billion at September 30, 2009. The decrease was driven by the sale of a duplicative agency servicing operation acquired with National City during the second quarter of 2010 partially offset by the continued growth in the agency and conventional servicing portfolios.

 

Other noninterest income was $277 million for 2010, a decrease of $108 million from the same period in 2009 primarily due to lower gains on loan sales from portfolio management activities, the sale of the duplicative agency servicing operation in the second quarter of 2010, and a decline in the value of commercial mortgage loans held for sale, net of hedges.

 

The provision for credit losses was $285 million in the first nine months of 2010 compared with $1.3 billion in the first nine months of 2009. The decline reflected improvements in portfolio credit quality along with lower loan and commitment levels. Net charge-offs for the first

   

nine months of 2010 were $725 million compared with $711 million for the first nine months of 2009. Net charge-offs continued to show signs of slowing in the middle market and asset-based lending portfolios.

 

Noninterest expense was $1.3 billion for 2010, a decrease of $44 million from the same period in 2009. The decline resulted in part from the second quarter 2010 sale of the duplicative agency servicing operation. In addition, the first nine months of 2009 included net losses on the disposition of repossessed assets and lease residual impairment charges.

 

Average loans were $65 billion for the first nine months of 2010 compared with $74 billion in the first nine months of 2009. Average loans for 2010 included the impact of the consolidation of Market Street. Excluding the impact of the Market Street consolidation, average loans decreased $11 billion or 15% compared with 2009. The decrease was due to exits of certain client relationships combined with continued soft utilization rates.

 

PNC Real Estate is one of the industry’s top providers of both conventional and affordable multifamily financing. It specializes in providing access to federal agency loan programs and is a top Fannie Mae DUS, FHA/Ginnie Mae and Freddie MAC Program Plus lender. Commercial real estate loans declined due to reduced demand, paydowns and charge-offs.

 

PNC Business Credit is one of the top asset-based lenders in the country and plans to expand its operations with the pending acquisition of an asset-based lending group in the United Kingdom.

 

PNC Equipment Finance is the 6th largest bank-affiliated leasing company with over $9 billion in equipment finance assets. Average loans and leases declined approximately $.2 billion for the first nine months of 2010 compared with the first nine months of 2009 due to runoff and sales of non-strategic portfolios more than offsetting portfolio acquisitions and improved origination volumes within our middle market customer base.

 

Average deposits were $43 billion for the first nine months of 2010, an increase of $7.3 billion, or 20%, compared with the 2009 period. During 2010, customers continued to move balances from off-balance sheet sweep products to noninterest-bearing demand deposits and deposit inflows continued from National City customers who had previously moved funds to other institutions.

See the additional revenue discussion regarding treasury management, capital markets-related products and services, and commercial mortgage banking activities on page 10.


 

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ASSET MANAGEMENT GROUP

(Unaudited)

 

Nine months ended September 30

Dollars in millions except as noted

   2010     2009  

INCOME STATEMENT

      

Net interest income

   $ 197      $ 241   

Noninterest income

     468        460   

Total revenue

     665        701   

Provision for credit losses

     11        72   

Noninterest expense

     477        499   

Pretax earnings

     177        130   

Income taxes

     65        48   

Earnings

   $ 112      $ 82   

AVERAGE BALANCE SHEET

      

Loans

      

Consumer

   $ 4,006      $ 3,928   

Commercial and commercial real estate

     1,503        1,682   

Residential mortgage

     893        1,104   

Total loans

     6,402        6,714   

Goodwill and other intangible assets

     404        404   

Other assets

     237        249   

Total assets

   $ 7,043      $ 7,367   

Deposits

      

Noninterest-bearing demand

   $ 1,288      $ 1,080   

Interest-bearing demand

     1,768        1,550   

Money market

     3,245        3,233   

Total transaction deposits

     6,301        5,863   

Certificates of deposit and other

     766        1,129   

Total deposits

     7,067        6,992   

Other liabilities

     95        101   

Capital

     544        582   

Total liabilities and equity

   $ 7,706      $ 7,675   

PERFORMANCE RATIOS

      

Return on average capital

     28     19

Return on average assets

     2.13        1.49   

Noninterest income to total revenue

     70        66   

Efficiency

     72        71   

OTHER INFORMATION

      

Total nonperforming assets (a) (b)

   $ 102      $ 129   

Impaired loans (a) (c)

   $ 155      $ 206   

Total net charge-offs

   $ 21      $ 41   
 

ASSETS UNDER ADMINISTRATION
(in billions) (a) (d)

      

Personal

   $ 95      $ 93   

Institutional

     111        124   

Total

   $ 206      $ 217   

Asset Type

      

Equity

   $ 107      $ 98   

Fixed Income

     66        56   

Liquidity/Other

     33        63   

Total

   $ 206      $ 217   

Discretionary assets under management

      

Personal

   $ 67      $ 66   

Institutional

     38        38   

Total

   $ 105      $ 104   

Asset Type

      

Equity

   $ 51      $ 47   

Fixed Income

     38        34   

Liquidity/Other

     16        23   

Total

   $ 105      $ 104   

Nondiscretionary assets under administration

      

Personal

   $ 28      $ 27   

Institutional

     73        86   

Total

   $ 101      $ 113   

Asset Type

      

Equity

   $ 56      $ 51   

Fixed Income

     28        22   

Liquidity/Other

     17        40   

Total

   $ 101      $ 113   
(a) As of September 30.
(b) Includes nonperforming loans of $94 million at September 30, 2010 and $124 million at September 30, 2009.
(c) Recorded investment of purchased impaired loans related to National City, adjusted to reflect additional loan impairments effective December 31, 2008.
(d) Excludes brokerage account assets.

Asset Management Group earned $112 million for the first nine months of 2010 compared with $82 million for the same period in 2009. Assets under administration were $206 billion at September 30, 2010 and $217 billion at September 30, 2009. The first nine months of 2010 reflected a lower provision for credit losses, lower expenses from disciplined expense management and higher noninterest income. These improvements were partially offset by a decrease in net interest income from lower yields on loans.

Highlights of Asset Management Group’s performance during the first nine months of 2010 include the following:

 

Successfully executed its National City trust system conversions,

 

Outperformed its sales and client acquisition goals,

 

Exceeded expense management targets, and

 

Credit performance showed signs of stabilization.

Assets under administration of $206 billion at September 30, 2010 decreased $11 billion compared with the balance at September 30, 2009. Discretionary assets under management of $105 billion at September 30, 2010 increased $1 billion compared with the balance at September 30, 2009 as year-over-year improvement in the equity markets and strong sales results were mitigated by integration impacts. Nondiscretionary assets under administration of $101 billion declined $12 billion from 2009 due to the strategic exit of noncore businesses.

Total revenue for the first nine months of 2010 was $665 million compared with $701 million for the same period in 2009. Net interest income for the first nine months of 2010 decreased $44 million compared with the first nine months of 2009, primarily due to a reduction in higher yield loans. Noninterest income of $468 million for the first nine months of 2010 increased $8 million compared with the first nine months of 2009 as the impacts of strong sales results and the improved equity markets were partially offset by the strategic exit of noncore businesses.

The provision for credit losses was $11 million for the first nine months of 2010 compared with $72 million for the first nine months of 2009. Net charge-offs were $21 million for the first nine months of 2010 and $41 million for the first nine months of 2009. Credit quality has shown signs of stabilization in the first nine months of 2010.

Noninterest expense of $477 million in the first nine months of 2010 decreased $22 million or 4% from the same period in 2009. The decline is attributable to disciplined expense management including integration-related initiatives. The implementation of efficiency initiatives will continue through the remainder of 2010.


 

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Average deposits for the first nine months of 2010 increased $75 million from the comparable period last year as a 7% increase in transaction deposits more than offset the strategic exit of higher rate certificates of deposit. Average loan balances decreased $312 million, or 5%, from the first nine months of 2009 as commercial and residential mortgage declines more than offset growth in home equity loans.

RESIDENTIAL MORTGAGE BANKING

(Unaudited)

 

Nine months ended September 30

Dollars in millions, except as noted

  2010     2009  

INCOME STATEMENT

     

Net interest income

  $ 206      $ 261   

Noninterest income

     

Loan servicing revenue

     

Servicing fees

    196        171   

Net MSR hedging gains

    198        320   

Loan sales revenue

    165        409   

Other

    9        (9

Total noninterest income

    568        891   

Total revenue

    774        1,152   

Provision for (recoveries of) credit losses

    (3     3   

Noninterest expense

    349        490   

Pretax earnings

    428        659   

Income taxes

    156        249   

Earnings

  $ 272      $ 410   

AVERAGE BALANCE SHEET

     

Portfolio loans

  $ 2,643      $ 1,780   

Loans held for sale

    1,184        2,498   

Mortgage servicing rights (MSR)

    1,069        1,318   

Other assets

    4,007        2,693   

Total assets

  $ 8,903      $ 8,289   

Deposits

  $ 2,927      $ 4,306   

Borrowings and other liabilities

    2,614        2,861   

Capital

    1,320        1,322   

Total liabilities and equity

  $ 6,861      $ 8,489   

PERFORMANCE RATIOS

     

Return on average capital

    28     41

Return on average assets

    4.08        6.61   

Noninterest income to total revenue

    73        77   

Efficiency

    45        43   

OTHER INFORMATION

     

Servicing portfolio for others (in billions) (a)

  $ 131      $ 158   

Fixed rate

    89     88

Adjustable rate/balloon

    11     12

Weighted average interest rate

    5.69     5.89

MSR capitalized value (in billions)

  $ 0.8      $ 1.3   

MSR capitalization value (in basis points)

    60        81   

Weighted average servicing fee (in basis points)

    30        30   

Loan origination volume (in billions)

  $ 7.0      $ 16.9   

Percentage of originations represented by:

     

Agency and government programs

    99     97

Refinance volume

    69     74

Total nonperforming assets (a) (b)

  $ 327      $ 343   

Impaired loans (a) (c)

  $ 173      $ 412   
(a) As of September 30.
(b) Includes nonperforming loans of $104 million at September 30, 2010 and $180 million at September 30, 2009.
(c) Recorded investment of purchased impaired loans related to National City, adjusted to reflect additional loan impairments effective December 31, 2008.

Residential Mortgage Banking earned $272 million for the first nine months of 2010 compared with $410 million in the first nine months of 2009. Earnings decreased from the first nine months of 2009 primarily due to reduced loan sales revenue and lower net hedging gains on mortgage servicing rights, partially offset by lower noninterest expense.

Residential Mortgage Banking overview:

   

Total loan originations were $7.0 billion for the first nine months of 2010 compared with $16.9 billion for the first nine months of 2009. Lower mortgage rates in the first nine months of 2009 resulted in high loan application and origination volumes. Even though mortgage interest rates fell considerably near the end of the second quarter of 2010, management does not expect to experience the same level of loan refinance origination volume as occurred in 2009. Loans continued to be primarily originated through direct channels under FNMA, FHLMC and FHA/VA agency guidelines.

Investors may request PNC to indemnify them against losses on certain loans or to repurchase loans that they believe do not comply with applicable representations. At September 30, 2010, the liability for estimated losses on repurchase and indemnification claims for the Residential Mortgage Banking business segment was $155 million. We recognized $53 million of additional reserves in the third quarter of 2010.

   

Residential mortgage loans serviced for others totaled $131 billion at September 30, 2010 compared with $158 billion at September 30, 2009. Payoffs continued to outpace new direct loan origination volume during the first nine months of 2010. The decline from a year earlier also reflected the sale of a $7.9 billion servicing portfolio in the fourth quarter of 2009.

   

Noninterest income was $568 million in the first nine months of 2010 compared with $891 million in the first nine months of 2009. The decline was due to reduced loan sales revenue, net of additional repurchase reserves, reflective of strong loan origination refinance volume in the first nine months of 2009 and lower net hedging gains on mortgage servicing rights.

   

Net interest income was $206 million for the first nine months of 2010 compared with $261 million for the first nine months of 2009. The decrease resulted from lower escrow deposit balances and residential mortgage loans held for sale.

   

Noninterest expense declined to $349 million in the first nine months of 2010 compared with $490 million in the first nine months of 2009 as lower loan origination volume drove a reduction in expense.

   

The fair value of mortgage servicing rights was $.8 billion at September 30, 2010 compared with $1.3 billion at September 30, 2009. The decline in fair value resulted from lower mortgage rates at September 30, 2010 and a smaller servicing portfolio.


 

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BLACKROCK

Information related to our equity investment in BlackRock follows:

 

Nine months ended September 30

Dollars in millions

   2010     2009  

Business segment earnings (a)

   $ 253      $ 151   

PNC’s share of BlackRock earnings (b)

     23     31
(a) Includes PNC’s share of BlackRock’s reported GAAP earnings and additional income taxes on those earnings incurred by PNC.
(b) At September 30.

 

In billions   

Sept. 30

2010

    

Dec. 31

2009

 

Carrying value of PNC’s investment in
BlackRock (c)

   $ 6.0       $ 5.8   

Market value of PNC’s investment in

BlackRock (d)

     7.4         10.1   
(c) The September 30, 2010 amount is comprised of our equity investment of $5.9 billion and $.1 billion of goodwill and accumulated other comprehensive income related to our BlackRock investment. The comparable amounts at December 31, 2009 were $5.7 billion and $.1 billion. PNC accounts for its investment in BlackRock under the equity method of accounting, exclusive of a related $1.9 billion deferred tax liability as of September 30, 2010 and December 31, 2009.
(d) Does not include liquidity discount.

BLACKROCK SECONDARY COMMON STOCK OFFERING

On November 3, 2010, BlackRock announced the commencement of a secondary offering of 42 million shares of its common stock.

Of the shares being offered, 34.5 million shares are being offered by another BlackRock shareholder and up to 7.5 million common shares are being offered by PNC. The proposed sale includes common shares issuable upon conversion of shares of BlackRock’s Series B Preferred Stock. Although we have elected to adjust our stake in BlackRock, we continue to consider our investment in BlackRock a key component of our diversified revenue strategy.

BLACKROCK/BARCLAYS GLOBAL INVESTORS TRANSACTION

As more fully described in Item 7 of our 2009 Form 10-K, on December 1, 2009, BlackRock acquired BGI from Barclays Bank PLC in exchange for approximately $6.65 billion in cash and 37,566,771 shares of BlackRock common and participating preferred stock. In connection with the BGI transaction, BlackRock entered into a stock purchase agreement with PNC in which we purchased 3,556,188 shares of BlackRock’s Series D Preferred Stock at a price of $140.60 per share, or $500 million, to partially finance the transaction. On January 31, 2010, the Series D Preferred Stock was converted to Series B Preferred Stock.

BLACKROCK LTIP AND EXCHANGE AGREEMENTS

PNC’s noninterest income for the first nine months of 2009 included a pretax gain of $98 million related to our BlackRock LTIP shares obligation. This gain represented the mark-to-market adjustment related to our remaining BlackRock LTIP common shares obligation and resulted from the decrease in the market value of BlackRock common shares in that period.

Item 7 of our 2009 Form 10-K describes the Exchange Agreement that PNC entered into with BlackRock on December 26, 2008 and the Exchange Agreement that BlackRock entered into with Merrill Lynch on that same date and the resulting impact on PNC’s equity ownership interest in BlackRock that was effective February 27, 2009. The PNC and Merrill Lynch Exchange Agreements restructured PNC’s and Merrill Lynch’s respective ownership of BlackRock common and preferred equity.

In connection with the PNC Exchange Agreement, PNC’s obligation to deliver BlackRock common shares in connection with the BlackRock LTIP was replaced with an obligation to deliver shares of BlackRock’s new Series C Preferred Stock. PNC acquired 2.9 million shares of Series C Preferred Stock from BlackRock in exchange for common shares on that same date. PNC accounts for its BlackRock Series C Preferred Stock at fair value, which offsets the impact of marking-to-market the obligation to deliver these shares to BlackRock. The fair value amount of the BlackRock Series C Preferred Stock is included on our Consolidated Balance Sheet in the caption Other assets. Additional information regarding the valuation of the BlackRock Series C Preferred Stock is included in Note 8 Fair Value in the Notes To Consolidated Financial Statements of this Report.

PNC accounts for its remaining investment in BlackRock under the equity method of accounting. As a result of the Exchange Agreements, our percentage ownership of BlackRock common stock (approximately 35% at September 30, 2010) is higher than our overall share of BlackRock’s equity and earnings. The transactions related to the Exchange Agreements do not affect our right to receive dividends declared by BlackRock.


 

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DISTRESSED ASSETS PORTFOLIO

(Unaudited)

 

Nine months ended September 30

Dollars in millions, except as noted

  2010     2009  

INCOME STATEMENT

     

Net interest income

  $ 964      $ 861   

Noninterest income (loss)

    (37     71   

Total revenue

    927        932   

Provision for credit losses

    745        457   

Noninterest expense

    169        197   

Pretax earnings

    13        278   

Income taxes

    5        106   

Earnings

  $ 8      $ 172   

AVERAGE BALANCE SHEET

     

COMMERCIAL LENDING:

     

Commercial/Commercial real estate (a)

  $ 2,374      $ 3,565   

Lease financing

    788        823   

Total commercial lending

    3,162        4,388   

CONSUMER LENDING:

     

Consumer (b)

    6,354        7,236   

Residential real estate

    7,835        10,243   

Total consumer lending

    14,189        17,479   

Total portfolio loans

    17,351        21,867   

Other assets

    895        1,760   

Total assets

  $ 18,246      $ 23,627   

Deposits

  $ 89      $ 42   

Other liabilities

    78        100   

Capital

    1,351        1,576   

Total liabilities and equity

  $ 1,518      $ 1,718   

PERFORMANCE RATIOS

     

Return on average capital

    1     15

Return on average assets

    .06        .97   

OTHER INFORMATION

     

Nonperforming assets (c) (d)

  $ 1,218      $ 1,473   

Impaired loans (c) (e)

  $ 6,001      $ 7,803   

Net charge-offs (f)

  $ 494      $ 423   

Annualized net charge-off ratio (f)

    3.81     2.59

LOANS (c)

     

COMMERCIAL LENDING

     

Commercial/Commercial real estate (a)

  $ 1,911      $ 3,162   

Lease financing

    757        798   

Total commercial lending

    2,668        3,960   

CONSUMER LENDING

     

Consumer (b)

    6,011        6,783   

Residential real estate

    7,014        8,939   

Total consumer lending

    13,025        15,722   

Total loans

  $ 15,693      $ 19,682   
(a) Primarily residential real estate development loans.
(b) Primarily brokered home equity loans.
(c) As of period end.
(d) Includes nonperforming loans of $.9 billion at September 30, 2010 and $1.3 billion at September 30, 2009.
(e) Recorded investment of purchased impaired loans related to National City, adjusted to reflect additional loan impairments effective December 31, 2008. At September 30, 2010, this segment contained 74% of PNC’s purchased impaired loans.
(f) For the nine months ended September 30.

This business segment consists primarily of assets acquired with National City and had earnings of $8 million for the first

nine months of 2010 compared with $172 million for the first nine months of 2009. A $288 million increase in the provision for credit losses was the primary factor driving the decrease in earnings in the comparison.

Distressed Assets Portfolio overview:

 

Sales of residential mortgage loans and brokered home equity loans with unpaid principal balances of approximately $1.6 billion and carrying value of $0.6 billion closed during the third quarter of 2010. We do not have any continuing servicing involvement and very limited representations and warranties with the loans sold.

 

Average loans declined to $17.4 billion in the first nine months of 2010 compared with $21.9 billion in the 2009 period. The decline was impacted by portfolio management activities including loan sales and efforts to encourage customers to refinance or pay off loan balances.

 

Net interest income was $964 million in the first nine months of 2010 compared with $861 million for the 2009 period. The increase was driven by higher accretion on impaired loans due to improved cash collection results which more than offset the decline in average loans.

 

Noninterest income was a loss of $37 million for first nine months of 2010 compared with revenue of $71 million for the first nine months of 2009 due to an increase in recourse reserves for potential repurchases of brokered home equity loans sold in 2007 and prior years. The 2009 period included asset disposition gains which were higher than those in 2010.

 

The provision for credit losses was $745 million in the first nine months of 2010 compared with $457 million in the comparable 2009 period. The provision for 2010 included $109 million related to the third quarter sales of residential mortgage loans and brokered home equity loans, along with higher reserves for seriously delinquent impaired consumer loans.

 

Noninterest expense for the first nine months of 2010 of $169 million declined $28 million compared with the 2009 period primarily due to lower other real estate owned related expenses and losses.

 

Nonperforming loans decreased $.4 billion, to $.9 billion, at September 30, 2010 compared with September 30, 2009. The consumer lending portfolio comprised 45% of the nonperforming loans at September 30, 2010. An improvement was seen in both the consumer and commercial lending portfolios with a decline of $.2 billion in both portfolios.

 

Net charge-offs were $494 million for the first nine months of 2010 and $423 million for the first nine months of 2009. Net charge-offs in 2010 included $75 million related to the residential mortgage loan sales in the third quarter. Net charge-offs for each portfolio increased in the comparison with the exception of non-prime mortgages and brokered home equity.


 

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Certain loans in this business segment may require special servicing given current loan performance and market conditions. Consequently, the business activities of this segment are focused on maximizing the value of the portfolio assigned to it while mitigating risk. Business intent drives the inclusion of assets in this business segment. Not all impaired loans are included in this business segment, nor are all of the loans included in this business segment considered impaired.

 

The $15.7 billion of loans held in this portfolio at September 30, 2010 are stated inclusive of a fair value adjustment on purchased impaired loans at acquisition. Taking the adjustment and loan loss allowance into account, the net carrying basis of this loan portfolio is 79% of customer outstandings.

 

Commercial Lending within the Distressed Assets Portfolio business segment is comprised of $1.9 billion in residential development assets (i.e. condominiums, townhomes, developed and undeveloped land) primarily acquired from National City. This commercial lending portfolio has declined 33% since September 30, 2009. A team of asset managers actively deploy workout strategies on this portfolio through reducing unfunded loan exposure, refinancing, customer payoffs, foreclosures and loan sales. The overall credit quality of this portfolio is considered to be moderately better at September 30, 2010 compared with the beginning of 2010 based upon continuing dispositions of credits, improved economic conditions and increased activity in several markets. The other primary component of Commercial Lending is $.8 billion of performing cross-border leases.

The fair value adjustments taken upon our acquisition of National City, along with the team assembled to provide specific focus on this business segment, put us in a good position to manage these assets. Additionally, our capital and liquidity position provide us flexibility to be prudent in terms of continuing to hold these assets or selling them to another investor to obtain the optimum return taking into account risk mitigation.

 

Consumer Lending consists mainly of residential mortgages and home equity loans.

   

Residential mortgages are primarily jumbo and ALT-A first lien mortgages originated for sale in the second half of 2007 for which firm commitments to lend had been extended but there was no market to sell the production. Given the low level of mortgage rates relative to where these loans were originated, we have implemented several internal and external refinance programs to proactively work with the borrowers to explore refinance alternatives that would allow them to qualify for a conforming mortgage loan which would be originated and sold by the company or originated by a third party originator.

   

Residential construction loans remain available as a part of some construction phases of the real estate development and have not been fully funded. Properties are reviewed by a dedicated team to assess

   

the appropriate strategy for optimizing the return on these assets while mitigating risk. To the extent we believe that completion of the construction on a particular project will maximize value, additional advances under the construction facility may be considered. The goal for these projects would be to move them toward completion. Otherwise, the property is to be managed on an “as is” basis or returned to raw land for sale.

   

Home equity loans include closed-end second liens and open-end home equity lines of credit. Our focus for managing these portfolios is to maximize the value of the portfolio. We have implemented several modification programs to assist the loss mitigation teams that manage this risk. Additionally, we have initiated several voluntary and involuntary programs to reduce and/or block line availability on home equity lines of credit.

   

When loans are sold, investors may request PNC to indemnify them against losses or to repurchase loans that they believe do not comply with applicable representations. From 2005 to 2007, we sold home equity loans with such representations. At September 30, 2010, the liability for estimated losses on repurchase and indemnification claims for the Distressed Assets Portfolio business segment was $103 million. We recognized $53 million of additional reserves in the third quarter of 2010.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Note 1 Accounting Policies in Part II, Item 8 of our 2009 Form 10-K and in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report describe the most significant accounting policies that we use. Certain of these policies require us to make estimates or economic assumptions that may prove inaccurate or be 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 assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. This includes the initial measurement at fair value of the assets acquired and liabilities assumed in acquisitions qualifying as business combinations.

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 independent third-party sources, including appraisers and valuation specialists, 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,


 

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assumptions, or estimates in any of these areas could materially impact our future financial condition and results of operations.

We discuss the following critical accounting policies and judgments under this same heading in Item 7 of our 2009 Form 10-K:

   

Fair Value Measurements

   

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

   

Estimated Cash Flows on Purchased Impaired Loans

   

Goodwill

   

Lease Residuals

   

Revenue Recognition

   

Residential Mortgage Servicing Rights

   

Income Taxes

Residential Mortgage Servicing Rights – In conjunction with the acquisition of National City, PNC acquired servicing rights for residential real estate loans. We have elected to measure these mortgage servicing rights (MSRs) at fair value. MSRs are established and valued using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and numerous other factors.

PNC employs a risk management strategy designed to protect the value of MSRs from changes in interest rates. MSR values are economically hedged with securities and a portfolio of derivatives, including interest-rate swaps, options, and forward mortgage-backed and futures contracts. As interest rates change, these financial instruments are expected to have changes in fair value which are negatively correlated to the change in fair value of the hedged MSR portfolio. The hedge relationships are actively managed in response to changing market conditions over the life of the MSR assets. Selecting appropriate financial instruments to hedge this risk requires significant management judgment to assess how mortgage rates and prepayment speeds could affect the future values of MSRs. Hedging results can frequently be volatile in the short term, but over longer periods of time are expected to protect the economic value of the MSR portfolio.

The fair value of residential MSRs and significant inputs to the valuation model as of September 30, 2010 are shown in the table below. The expected and actual rates of mortgage loan prepayments are significant factors driving the fair value. Management uses an internal proprietary model to estimate future loan prepayments. This model uses empirical data drawn from the historical performance of our managed portfolio, as adjusted for current market conditions. Future interest rates are another important factor in the valuation of MSRs. Management utilizes market implied forward interest rates to estimate the future direction of mortgage and discount rates. The forward rates utilized are derived from the current

yield curve for U.S. dollar interest rate swaps and are consistent with pricing of capital markets instruments. Changes in the shape and slope of the forward curve in future periods may result in volatility in the fair value estimate.

 

Dollars in millions   

Sept. 30,

2010

   

Dec. 31

2009

 

Fair value

   $ 788      $ 1,332   

Weighted-average life (in years)

     2.5        4.5   

Weighted-average constant prepayment rate

     21.47     19.92

Spread over forward interest rate swap rates

     12.23     12.16

A sensitivity analysis of the hypothetical effect on the fair value of MSRs to adverse changes in key assumptions is presented below. These sensitivities do not include the impact of the related hedging activities. Changes in fair value generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another (for example, changes in mortgage interest rates, which drive changes in prepayment rate estimates, could result in changes in the interest rate spread), which could either magnify or counteract the sensitivities.

 

Dollars in millions   Sept. 30,
2010
   

Dec. 31,

2009

 

Prepayment rate:

     

Decline in fair value from 10% adverse change

  $ 35      $ 56   

Decline in fair value from 20% adverse change

  $ 66      $ 109   

Spread over forward interest rate swap rates:

     

Decline in fair value from 10% adverse change

  $ 30      $ 55   

Decline in fair value from 20% adverse change

  $ 58      $ 106   

Proposed Accounting Standards

The FASB issued several Exposure Drafts for comment during 2010, including, in May 2010, the Proposed Accounting Standards Update – Accounting for Financial Instruments and Revisions to the Accounting for Derivative Instruments and Hedging Activities – Financial Instruments (Topic 825) and Derivatives and Hedging (Topic 815). Under the proposal, most financial instruments (including loans and securities) would be measured at fair value with changes in fair value recognized in either net income or other comprehensive income. Additional aspects of this proposal include modifications for recognizing credit impairments, changes to hedge accounting requirements, and disclosures of both fair value and amortized cost information on the face of the financial statements.

In July 2010, the FASB issued Proposed Accounting Standards Update – Contingencies (Topic 450) – Disclosure of Certain Loss Contingencies. Under the proposal, additional disclosures would be required, including for remote loss contingencies with a potentially severe impact and a tabular reconciliation of accrued loss contingencies.


 

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In August 2010, the FASB issued Proposed Accounting Standards Update – Leases (Topic 840). Under the proposal, lessees and lessors would apply a right-of-use model in accounting for most leases, including subleases. A lessee would recognize an asset representing its right to use the leased asset for the lease term and a liability to make lease payments and a lessor would recognize an asset representing its right to receive lease payments and recognize a lease liability while continuing to recognize the underlying asset or a residual asset representing its rights to the underlying asset at the end of the lease term. The exposure draft also proposes disclosures about the amounts recognized in the financial statements arising from leases and the amount, timing and uncertainty of cash flows arising from those contracts.

In October 2010, the FASB issued Proposed Accounting Standards Update – Receivables (Topic 310) – Clarification to Accounting for Troubled Debt Restructurings by Creditors. The proposed ASU would preclude a creditor from using an effective rate test in its evaluation of whether a restructuring constitutes a troubled debt restructuring. Furthermore, guidance would be clarified to indicate 1) If a debtor does not otherwise have access to funds at a market rate for debt with similar risk characteristics as the restructured debt, the restructuring would be considered to be at below a market rate and therefore should be considered a troubled debt restructuring, 2) A restructuring that results in a temporary or permanent increase in the contractual interest rate cannot be presumed to be at a rate that is at or above market, 3) A borrower that is not currently in default may still be considered to be experiencing financial difficulty when payment default is considered “probable in the foreseeable future” and 4) A restructuring that results in an insignificant delay in contractual cash flows may still be considered a troubled debt restructuring. Under the proposal, additional disclosures (including comparative information) would be required.

Also, see Note 1 Accounting Policies in the Notes To Consolidated Financial Statements of this Report regarding the impact of the adoption of new accounting guidance issued by the Financial Accounting Standards Board.

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 15 Employee Benefit Plans in the Notes To Consolidated Financial Statements in Item 8 of our 2009 Form 10-K.

We calculate the expense associated with the pension plan and the assumptions and methods that we use include 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. The discount rate and compensation increase assumptions do not significantly affect pension expense.

However, the expected long-term return on assets assumption does significantly affect pension expense. Our expected long-term return on plan assets for determining net periodic pension expense was 8.25% for 2009, 2008 and 2007. The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes. While this analysis gives appropriate consideration to recent asset performance and historical returns, the assumption represents a long-term prospective return. We review this assumption at each measurement date and adjust it if warranted.

For purposes of setting and reviewing this assumption, “long term” refers to the period over which the plan’s projected benefit obligation will be disbursed. While year-to-year annual returns can vary significantly (rates of return for the reporting years of 2009, 2008, and 2007 were +20.61%, -32.91%, and +7.57% respectively), the assumption represents our estimate of long-term average prospective returns. Our selection process references certain historical data and the current environment, but primarily utilizes qualitative judgment regarding future return expectations. Recent annual returns may differ but, recognizing the volatility and unpredictability of investment returns, we generally do not change the assumption unless we modify our investment strategy or identify events that would alter our expectations of future returns.

To evaluate the continued reasonableness of our assumption, we examine a variety of viewpoints and data. Various studies have shown that portfolios comprised primarily of US equity


 

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securities have returned approximately 10% over long periods of time, while US debt securities have returned approximately 6% annually over long periods. Application of these historical returns to the plan’s allocation of equities and bonds produces a result between 8% and 8.5% and is one point of reference, among many other factors, that is taken into consideration. We also examine the plan’s actual historical returns over various periods. Recent experience is considered in our evaluation with appropriate consideration that, especially for short time periods, recent returns are not reliable indicators of future returns, and in many cases low returns in recent time periods are followed by higher returns in future periods (and vice versa).

Acknowledging the potentially wide range for this assumption, we also annually examine the assumption used by other companies with similar pension investment strategies, so that we can ascertain whether our determinations markedly differ from other observers. In all cases, however, this data simply informs our process, which places the greatest emphasis on our qualitative judgment of future investment returns, given the conditions existing at each annual measurement date.

The expected long-term return on plan assets for determining net periodic pension cost for 2010 is 8.00%, down from 8.25% for 2009. During 2010, we decreased the midpoint of the plan’s target allocation range for equities by approximately five percentage points. As a result of this change and taking into account all other factors described above, we changed the expected long-term return on plan assets to 8.00% for determining net periodic pension cost for 2010. 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 $8 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 2010 estimated expense as a baseline.

 

Change in Assumption (a)   

Estimated
Increase to 2010
Pension
Expense

(In millions)

 

.5% decrease in discount rate

   $ 10   

.5% decrease in expected long-term return on assets

   $ 18   

.5% increase in compensation rate

   $ 3   
(a) The impact is the effect of changing the specified assumption while holding all other assumptions constant.

We currently estimate a pretax pension expense of $46 million in 2010 compared with pretax expense of $117 million in 2009. This year-over-year expected reduction is primarily due

to the amortization impact of the favorable 2009 investment returns as compared with the expected long-term return assumption.

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. We do not expect to be required by law to make any contributions to the plan for 2010.

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 2009 Form 10-K includes a description of our risk management philosophy, principles, governance and various aspects of our corporate-level risk management program, and a 2009 overview of enterprise-wide risk. Additionally, our 2009 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, and addresses historical performance in appropriate places within the Risk Management section of that report.

The following information updates our 2009 Form 10-K risk management disclosures.

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 and certain guarantee contracts. Credit risk is one of our most significant risks.

Nonperforming, Past Due And Potential Problem Assets

Credit quality showed further signs of stabilization during the third quarter of 2010 and delinquency measures improved compared with prior periods. During the third quarter, we continued to see an overall improvement in credit migration for performing loans and a reduction in overall credit exposure. Assuming at least modest US Gross Domestic


 

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Product (GDP) growth, we believe our delinquencies and nonperforming metrics will continue to decline in the fourth quarter of 2010 compared with the third quarter of 2010.

Nonperforming assets were $5.7 billion at September 30, 2010, a decline of $647 million compared with $6.3 billion at December 31, 2009. Nonperforming loans decreased $835 million since December 31, 2009 while foreclosed and other assets increased $188 million.

Nonperforming assets at September 30, 2010 declined in the Corporate & Institutional Banking, Asset Management Group, Residential Mortgage Banking, and Distressed Assets Portfolio business segments compared with the balances at December 31, 2009 and increased 9% in the Retail Banking business segment.

Purchased impaired loans are excluded from nonperforming loans. Any decrease, other than for prepayments or interest rate decreases for variable rate notes, in the net present value of expected cash flows of individual commercial or pooled consumer purchased impaired loans would result in an impairment charge to the provision for loan losses in the period in which the change becomes probable. Any increase in the net present value of expected cash flows of purchased impaired loans would first result in a recovery of previously recorded allowance for loan losses, to the extent applicable, and then an increase to accretable interest income for the remaining life of the impaired loans. See Note 6 Purchased Impaired Loans Related to National City in the Notes To Consolidated Financial Statements in this Report for additional information.

Additionally, most consumer loans and lines of credit, not secured by residential real estate, are charged off after 120 to 180 days past due, are not placed on nonaccrual status, and are excluded from nonperforming loans. Nonperforming loans also do not include loans held for sale.

The portion of the allowance for loan and lease losses allocated to commercial lending nonperforming loans was 28% at September 30, 2010 and 29% at December 31, 2009. Approximately 76% of these nonperforming loans are secured by collateral that is expected to reduce credit losses and require less reserves in the event of default.

Nonperforming assets were 3.76% of total loans and foreclosed and other assets at September 30, 2010 compared with 3.99% at December 31, 2009.

Nonperforming Assets By Type

 

In millions   

Sept. 30

2010

    

Dec. 31

2009

 

Nonaccrual loans

       

Commercial

       

Retail/wholesale

   $ 219       $ 231   

Manufacturing

     266         423   

Real estate related (a)

     338         419   

Financial services

     36         117   

Health care

     59         41   

Other

     612         575   

Total commercial

     1,530         1,806   

Commercial real estate

       

Real estate projects

     1,562         1,754   

Commercial mortgage

     427         386   

Total commercial real estate

     1,989         2,140   

Equipment lease financing

     104         130   

TOTAL COMMERCIAL LENDING

     3,623         4,076   

Consumer

       

Home equity

     406         356   

Other

     38         36   

Total consumer

     444         392   

Residential real estate

       

Residential mortgage

     727         955   

Residential construction

     42         248   

Total residential real estate

     769         1,203   

TOTAL CONSUMER LENDING

     1,213         1,595   

Total nonperforming loans

     4,836         5,671   

Foreclosed and other assets

       

Commercial lending

     366         266   

Consumer lending

     467         379   

Total foreclosed and other assets

     833         645   

Total nonperforming assets

   $ 5,669       $ 6,316   
(a) Includes loans related to customers in the real estate and construction industries.

Change In Nonperforming Assets

 

In millions    2010     2009  

January 1

   $ 6,316      $ 2,181   

Transferred from accrual

     4,154        6,458   

Charge-offs and valuation adjustments

     (1,604     (1,230

Principal activity including payoffs

     (939     (828

Asset sales and transfers to held for sale

     (1,036     (566

Returned to performing-TDRs

     (425    

Returned to performing-Other

     (797     (371

September 30

   $ 5,669      $ 5,644   

Total nonperforming loans and nonperforming assets in the tables above are significantly lower than they would have been otherwise due to the accounting treatment for purchased impaired loans. This treatment also results in lower ratio of nonperforming loans to total loans and allowance for loan and lease losses to nonperforming loans. We recorded purchased impaired loans at estimated fair value of $12.7 billion at December 31, 2008, including an adjustment mark for life of loan credit losses. These loans are considered performing,


 

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even if contractually past due (or if we do not expect to receive payment in full based on the original contractual terms), as we are currently accreting interest income over the expected life of the loans. The accretable interest/yield represents the excess of the net present value of expected cash flows on the loans at the measurement date over the recorded investment. See Note 6 Purchased Impaired Loans Related to National City in the Notes To Consolidated Financial Statements in this Report for additional information on those loans.

At September 30, 2010, our largest nonperforming asset was approximately $54 million and our average nonperforming loan associated with commercial lending was approximately $1 million.

The amount of nonperforming loans that was current as to remaining principal and interest was $1.3 billion at September 30, 2010 and $1.7 billion at December 31, 2009.

PNC modifies loans under government and PNC-developed modification programs based upon our commitment to help eligible homeowners avoid foreclosure where appropriate. Initially, a borrower is evaluated for a modification under a government program. If a borrower does not qualify under a government program, then the borrower is evaluated under a PNC program. As of September 30, 2010, approximately 1,000 or $228 million of owned residential real estate loans have been modified under the government HAMP program. Currently, only the HAMP program includes a trial payment period. Under HAMP, the trial payment period is three months, and upon successful completion, the loan is permanently modified. The impacts of these modifications are considered in our allowance for loan and lease losses. Loans permanently modified under this program are classified as troubled debt restructurings (TDRs), as further discussed below, and are placed on nonaccrual status.

PNC programs utilize both temporary and permanent modifications and typically reduce the interest rate, extend the term and/or forgive principal. Temporary modifications fall between 3 – 60 months in length, with the majority for a period of up to 24 months after which the interest rate reverts to that under the original loan. Regardless of the length of the modification, all modifications are evaluated to determine whether they are TDRs. The impacts of these modifications are considered in our allowance for loan and lease losses. Additionally, when modified, TDRs are placed on nonaccrual status, except as noted below.

Loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties are considered TDRs. TDRs typically result from our loss mitigation activities and could include rate reductions, term extensions and/or principal forgiveness intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. Total nonperforming

loans included TDRs of $595 million at September 30, 2010 and $440 million at December 31, 2009. Purchased impaired loans are excluded from TDRs.

TDRs returned to performing (accrual) status totaled $425 million at September 30, 2010 and are excluded from nonperforming loans. These loans have demonstrated a period of at least six months of performance under the modified terms. Approximately $17 million of TDRs previously returned to performing status are now classified as nonperforming as they are no longer current under the modified terms.

In addition, credit cards and certain small business and consumer credit agreements whose terms have been modified primarily through interest rate reductions totaling $315 million at September 30, 2010 are TDRs. However, since our policy is to exempt these loans from being placed on nonaccrual status as permitted by regulatory guidance as these loans are directly charged off in the period that they become 180 days past due, these loans are excluded from nonperforming loans.

Accruing Loans Past Due 30 To 89 Days (a) (c)

 

     Amount      Percent of Outstandings  
Dollars in millions   

Sept. 30

2010

    

Dec. 31

2009

     Sept. 30
2010
   

Dec. 31

2009

 

Commercial

   $ 293       $ 684         .55     1.26

Commercial real estate

     353         666         1.97        3.10   

Equipment lease
financing

     10         128         .16        2.06   

Consumer

     430         438         .83        .87   

Residential real estate

     347         472         2.70        3.12   

Total

   $ 1,433       $ 2,388         1.01        1.62   

Accruing Loans Past Due 90 Days Or More (b) (d)

 

     Amount      Percent of Outstandings  
Dollars in millions   

Sept. 30

2010

    

Dec. 31

2009

     Sept. 30
2010
   

Dec. 31

2009

 

Commercial

   $ 90       $ 188         .17     .35

Commercial real estate

     58         150         .32        .70   

Equipment lease
financing

     4         6         .06        .10   

Consumer

     270         226         .52        .45   

Residential real estate

     179         314         1.60        2.07   

Total

   $ 601       $ 884         .43        .60   
(a) Excludes loans that are government insured/guaranteed, primarily residential mortgages, totaling $.4 billion at September 30, 2010 and $.2 billion at December 31, 2009.
(b) Excludes loans that are government insured/guaranteed, primarily residential mortgages, totaling $2.0 billion at September 30, 2010 and $1.8 billion at December 31, 2009.
(c) Excludes purchased impaired loans acquired from National City totaling $.4 billion at September 30, 2010 and $.8 billion at December 31, 2009. These loans are excluded as they are considered performing loans due to the accretion of interest income.
(d) Excludes purchased impaired loans acquired from National City totaling $1.8 billion at September 30, 2010 and $2.9 billion at December 31, 2009. These loans are excluded as they are considered performing loans due to the accretion of interest income.

 

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Loans that are not included in nonperforming or past due categories and which we are uncertain about the borrower’s ability to comply with existing repayment terms over the next six months totaled $742 million at September 30, 2010 and $811 million at December 31, 2009.

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 estimated probable credit losses incurred 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. There were no significant changes during the first nine months of 2010 to the process and procedures we follow to determine our allowance of loan and lease losses.

As noted above, we establish an allowance for specific loans. Generally, the allowance is determined based upon the fair value of the collateral underlying the specific loan. The fair value of the collateral is based upon an appraisal or, if a recent appraisal is not available, the net book value of the asset from its most recent financial statements adjusted for loss given default collateral recovery rates.

A portion of the allowance for loan and lease losses related to qualitative and measurement factors has been assigned to loan categories based on the relative specific and pool allocation amounts to provide coverage for probable losses not covered in specific and pool reserve methodologies. These factors include, but are 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.

At September 30, 2010, the portion of reserves for these factors was $261 million.

We increased the allowance for loan and lease losses to $5.2 billion at September 30, 2010 compared with $5.1 billion at December 31, 2009. The increase was primarily due to consolidation of the securitized credit card portfolio. The allowance as a percent of nonperforming loans was 108% and as a percent of total loans was 3.48% at September 30, 2010. The comparable percentages at December 31, 2009 were 89% and 3.22%, respectively. Excluding the allowance for purchased impaired loans and consumer loans and lines of credit, not secured by residential real estate, of $1.4 billion at September 30, 2010 and $1.0 billion at December 31, 2009, respectively, the allowance as a percent of nonperforming

loans was 78% at September 30, 2010 and 72% at December 31, 2009.

The majority of the commercial portfolio is secured by collateral, including loans to asset-based lending customers that continue to show demonstrably lower loss given default. Further, the large investment grade or equivalent portion of the loan portfolio has performed well and has not been subject to significant deterioration. The overall level of commercial allowance has decreased in the third quarter of 2010 based upon these factors, as well as lower outstanding balances. Additionally, guarantees on loans greater than $1 million and owner guarantees for small business loans do not significantly impact our allowance for loan and lease losses. We continue to experience some pressure in the residential real estate and commercial real estate lending sectors consistent with the current slow and somewhat uncertain economic recovery.

The allowance for loan and lease losses is significantly lower than it would have been otherwise due to the accounting treatment for purchased impaired loans. This treatment also results in a lower ratio of allowance for loan and lease losses to total loans. Loan loss reserves on the purchased impaired loans were not carried over on the date of acquisition. In addition, these loans were recorded net of $9.2 billion of fair value adjustments as of December 31, 2008. As of September 30, 2010, we have reserves of $.9 billion for purchased impaired loans.

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.

We refer you to Note 5 Asset Quality and Note 6 Purchased Impaired Loans Related to National City in the Notes To Consolidated Financial Statements in this Report regarding changes in the allowance for loan and lease losses and in the allowance for unfunded loan commitments and letters of credit.

We are optimistic about prospects for a stable-to-lower provision for credit losses in the fourth quarter of 2010 compared with the third quarter of 2010. Future provision levels will depend primarily on the level of nonperforming loans, our related coverage ratios, and the pace of economic recovery.


 

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Charge-Offs And Recoveries

 

Nine months ended September 30

Dollars in millions

   Charge-
offs
     Recoveries     

Net
Charge-

offs

    

Percent

of

Average
Loans

 

2010

             

Commercial

   $ 896       $ 223       $ 673         1.65

Commercial real estate

     489         57         432         2.74   

Equipment lease financing

     91         38         53         1.14   

Consumer

     810         85         725         1.76   

Residential real estate

     282         20         262         1.92   

Total

   $ 2,568       $ 423       $ 2,145         1.85   

2009

             

Commercial

   $ 896       $ 94       $ 802         1.70

Commercial real estate

     250         23         227         1.21   

Equipment lease financing

     115         17         98         2.11   

Consumer

     694         78         616         1.58   

Residential real estate

     176         43         133         .83   

Total

   $ 2,131       $ 255       $ 1,876         1.49   

Total net charge-offs are significantly lower than they would have been otherwise due to the accounting treatment for purchased impaired loans. This treatment also results in a lower ratio of net charge-offs to average loans. Customer balances related to these impaired loans were reduced by the fair value adjustments of $9.2 billion as of December 31, 2008. However, as a result of further credit deterioration on purchased impaired commercial loans, we recorded $158 million of net charge-offs during the first nine months of 2010. Net charge-offs were not recorded on purchased impaired consumer pools.

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. These activities represent additional risk positions rather than hedges of risk.

We approve counterparty credit lines for all of our CDS activities. 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.

CDSs are included in the “Derivatives not designated as hedging instruments under GAAP” table in the Financial Derivatives section of this Risk Management discussion.

OPERATIONAL RISK MANAGEMENT

The operational risk in connection with the National City integration has been effectively managed. Our integration objectives have been successfully met and integration-related risk issues have been proactively identified, assessed and mitigated. Post-integration, our operational risk management focus has shifted to continued stabilization, the increased complexities driven by our size and several external environmental factors impacting our business model. We will continue to execute our rigorous risk management processes and evaluate the effectiveness of key processes, technologies and controls to help ensure performance at expected levels.

LIQUIDITY RISK MANAGEMENT

Liquidity risk has two fundamental components. The first is the potential loss if we were unable to meet our funding requirements at a reasonable cost. The second is the potential inability to operate our businesses because adequate contingent liquidity is not available in a stressed environment. We manage liquidity risk at the bank and parent company 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 and to help ensure that we maintain an appropriate level of contingent liquidity.

Spot and forward funding gap analyses are the primary metrics used to measure and monitor bank liquidity risk. Funding gaps represent the difference in projected sources of liquidity available to offset projected uses. We calculate funding gaps for the overnight, thirty-day, ninety-day, one hundred eighty-day and one-year time intervals. Risk limits are established within our Liquidity Risk Policy. Management’s Asset and Liability Committee regularly reviews compliance with the established limits.

Parent company liquidity guidelines are designed to help ensure that sufficient liquidity is available to meet our parent company obligations over the succeeding 24-month period. Risk limits for parent company liquidity are established within our Enterprise Capital Management Policy. The Board of Directors’ Joint Risk Committee regularly reviews compliance with the established limits.

Bank Level Liquidity – Uses

Obligations requiring the use of liquidity can generally be characterized as either contractual or discretionary. At the bank level, primary contractual obligations include funding loan commitments, satisfying deposit withdrawal requests and maturities and debt service related to bank borrowings. We also maintain adequate bank liquidity to meet future potential loan demand and provide for other business needs, as necessary.

As of September 30, 2010, there were approximately $5.0 billion of bank borrowings with maturities of less than one year.


 

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Bank Level Liquidity – Sources

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

At September 30, 2010, our liquid assets consisted of short-term investments (Federal funds sold, resale agreements, trading securities, and interest-earning deposits with banks) totaling $3.5 billion and securities available for sale totaling $56.0 billion. Of our total liquid assets of $59.5 billion, we had $28.7 billion pledged as collateral for borrowings, trust, and other commitments. The level of liquid assets fluctuates over time based on many factors, including market conditions, loan and deposit growth and active balance sheet management.

In addition to the customer deposit base, which has historically provided the single largest source of relatively stable and low-cost funding and liquid assets, the bank also obtains liquidity through the issuance of traditional forms of funding including long-term debt (senior notes and subordinated debt and Federal Home Loan Bank (FHLB) advances) and short-term borrowings (Federal funds purchased, securities sold under repurchase agreements, commercial paper issuances, and other short-term borrowings).

PNC Bank, N.A. has the ability to offer up to $20 billion in senior and subordinated unsecured debt obligations with maturities of more than nine months. Through September 30, 2010, PNC Bank, N.A. had issued $6.9 billion of debt under this program. Total senior and subordinated debt declined to $5.6 billion at September 30, 2010 from $7.4 billion at December 31, 2009 due to maturities.

PNC Bank, N.A. is a member of the FHLB-Pittsburgh and as such has access to advances from FHLB-Pittsburgh secured generally by residential mortgage and other mortgage-related loans. At September 30, 2010, our unused secured borrowing capacity was $8.4 billion with FHLB-Pittsburgh. Total FHLB borrowings declined to $7.1 billion at September 30, 2010 from $10.8 billion at December 31, 2009 due to maturities.

PNC Bank, N.A. has the ability to offer up to $3.0 billion of its commercial paper. As of September 30, 2010, there were no issuances outstanding under this program. Commercial paper included in Other borrowed funds on our Consolidated Balance Sheet is issued by Market Street as described in Off-Balance Sheet Arrangements and Variable Interest Entities in this Financial Review.

PNC Bank, N.A. can also borrow from the Federal Reserve Bank of Cleveland’s (Federal Reserve Bank) discount window to meet short-term liquidity requirements. The Federal

Reserve, however, is not viewed as the primary means of funding our routine business activities, but rather as a potential source of liquidity in a stressed environment or during a market disruption. These potential borrowings are secured by securities and commercial loans. At September 30, 2010, our unused secured borrowing capacity was $23.7 billion with the Federal Reserve Bank.

Parent Company Liquidity – Uses

Obligations requiring the use of liquidity can generally be characterized as either contractual or discretionary. The parent company’s contractual obligations consist primarily of debt service related to parent company borrowings and funding non-bank affiliates. Additionally, the parent company maintains adequate liquidity to fund discretionary activities such as paying dividends to PNC shareholders, share repurchases, and acquisitions.

As of September 30, 2010, there were approximately $2.7 billion of parent company borrowings with maturities of less than one year.

Parent Company Liquidity – Sources

The principal source of parent company liquidity is the dividends it receives from its subsidiary bank, which may be impacted by the following:

   

Bank-level capital needs,

   

Laws and regulations,

   

Corporate policies,

   

Contractual restrictions, and

   

Other factors.

The amount available for dividend payments to the parent company by PNC Bank, N.A. without prior regulatory approval was approximately $2.0 billion at September 30, 2010. 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. See Note 23 Regulatory Matters in the Notes To Consolidated Financial Statements in Item 8 of our 2009 Form 10-K for a further discussion of these limitations. 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 Variable Interest Entities section of this Financial Review.

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 September 30, 2010, the parent company had approximately $4.2 billion in funds available from its cash and short-term investments. This amount includes $1.8 billion of net after-tax cash proceeds from the sale of GIS.


 

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We can also generate liquidity for the parent company and PNC’s non-bank subsidiaries through the issuance of debt securities and equity securities, including certain capital securities, in public or private markets and commercial paper.

We have effective shelf registration statements pursuant to which we can issue additional debt and equity securities, including certain hybrid capital instruments. Total senior and subordinated debt and hybrid capital instruments increased to $18.0 billion at September 30, 2010 from $14.9 billion at December 31, 2009 due to net year-to-date issuances. On August 11, 2010, PNC Funding Corp issued $750 million of senior notes due August 2020. Interest will be paid semiannually at a fixed rate of 4.375%.

Note 19 Equity in our 2009 Form 10-K describes the December 31, 2008 issuance of 75,792 shares of our Fixed Rate Cumulative Perpetual Preferred Shares, Series N (Series N Preferred Stock), related issuance discount and the warrant to purchase common shares to the US Treasury under the TARP Capital Purchase Program.

As approved by the Federal Reserve Board, US Treasury and our other banking regulators, on February 10, 2010, we redeemed all 75,792 shares of our Series N Preferred Stock held by the US Treasury totaling $7.6 billion. We used the net proceeds from the first quarter 2010 common stock and senior notes offerings described in Note 28 Subsequent Events in our 2009 Form 10-K and other funds to redeem the Series N Preferred Stock.

In connection with the redemption of the Series N Preferred Stock, we accelerated the accretion of the remaining issuance discount on the Series N Preferred Stock and recorded a corresponding reduction in retained earnings of $250 million during the first quarter of 2010. This resulted in a one-time, noncash reduction in net income attributable to common shareholders and related basic and diluted earnings per share.

Dividends of $89 million were paid on February 10, 2010 when the Series N Preferred Stock was redeemed. PNC paid total dividends of $421 million to the US Treasury while the Series N preferred shares were outstanding.

After exchanging its TARP Warrant for 16,885,192 warrants, each to purchase one share of PNC common stock, the US Treasury sold the warrants in a secondary public offering. The sale closed on May 5, 2010.

The parent company, through its subsidiary PNC Funding Corp. has the ability to offer up to $3.0 billion of commercial paper to provide additional liquidity. As of September 30, 2010, there were no issuances outstanding under this program.

Status of Credit Ratings

The cost and availability of short- and long-term funding, as well as collateral requirements for certain derivative instruments, is influenced by debt ratings.

In general, rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, level and quality of earnings, and the current legislative and regulatory environment, including implied government support. In addition, rating agencies themselves have been subject to scrutiny arising from the financial crisis and could make or be required to make substantial changes to their ratings policies and practices, particularly in response to legislative and regulatory changes, including as a result of provisions in Dodd-Frank. Potential changes in the legislative and regulatory environment and the timing of those changes could impact our ratings, which as noted above, could impact our liquidity and financial condition. A decrease, or potential decrease, in credit ratings could impact access to the capital markets and/or increase the cost of debt, and thereby adversely affect liquidity and financial condition.

Credit ratings as of November 1, 2010 for PNC and PNC Bank, N.A. follow:

 

     Moody’s      Standard
&
Poor’s
     Fitch  

The PNC Financial Services Group, Inc.

  

        

Senior debt

     A3         A         A+   

Subordinated debt

     Baa1         A-         A   

Preferred stock

     Baa3         BBB         A   
 

PNC Bank, N.A.

          

Subordinated debt

     A3         A         A   

Long-term deposits

     A2         A+         AA-   

Short-term deposits

     P-1         A-1         F1+   

On November 1, 2010, Moody’s announced that they had downgraded the ratings of 10 large US regional banks after reducing its government support assumptions for these entities. The ratings for these companies, which had been placed on review for possible downgrade on July 27, 2010, had benefitted from Moody’s support assumptions since 2009. The reduction in the support assumption resulted in a one-notch downgrade of PNC’s bank-level debt and long-term deposits ratings. The ratings of PNC’s holding company were not on review and were affirmed. Moody’s indicated that the firm continues to ascribe support in the case of PNC, but at a reduced level. The ongoing assumption of support for PNC is primarily due to our importance in the payment system and significant national deposit share. However, the assumed level of support does not provide any lift to the bank’s current stand-alone ratings. At the same time, the ratings outlook on PNC was changed to positive from stable reflecting its improving credit metrics and strengthened capital profile. All of the other ratings in the table above were the same on both September 30, 2010 and November 1, 2010.


 

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Commitments

The following tables set forth contractual obligations and various other commitments as of September 30, 2010 representing required and potential cash outflows.

Contractual Obligations

 

September 30, 2010 – in millions    Total  

Remaining contractual maturities of time deposits

   $ 43,887   

Borrowed funds

     39,763   

Minimum annual rentals on noncancellable leases

     2,459   

Nonqualified pension and postretirement benefits

     539   

Purchase obligations (a)

     583   

Total contractual cash obligations

   $ 87,231   
(a) Includes purchase obligations for goods and services covered by noncancellable contracts and contracts including cancellation fees.

At September 30, 2010, the liability for uncertain tax positions, excluding associated interest and penalties, was $246 million. This liability represents an estimate of tax positions that we have taken in our tax returns which ultimately may not be sustained upon examination by taxing authorities. Since the ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty, this estimated liability has been excluded from the contractual obligations table. See Note 15 Income Taxes in the Notes To Consolidated Financial Statements of this Report for additional information.

Our contractual obligations totaled $97.6 billion at December 31, 2009 as further detailed in Item 7 of our 2009 Form 10-K. The decline to $87.2 billion at September 30, 2010 as outlined in the table above was due primarily to a $10.4 billion decline in the remaining contractual maturities of time deposits.

Other Commitments (a)

 

     Total  
September 30, 2010 – in millions    Amounts
Committed
 

Net unfunded credit commitments

   $ 97,147   

Standby letters of credit (b)

     9,937   

Reinsurance agreements (c)

     4,272   

Recourse agreements (d)

     4,029   

Other commitments (e)

     784   

Total commitments

   $ 116,169   
(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 $6.3 billion of standby letters of credit that support remarketing programs for customers’ variable rate demand notes.
(c) Reinsurance agreements are with third-party insurers related to insurance sold to our customers.
(d) Recourse agreements are arrangements with FNMA’s and FHLMC’s DUS Programs.
(e) Includes unfunded commitments related to private equity investments of $370 million and other investments of $21 million which are not on our Consolidated Balance Sheet. Also includes commitments related to tax credit investments of $377 million and other direct equity investments of $16 million which are included in Other liabilities on our Consolidated Balance Sheet.

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 management’s Asset and Liability Committee and the Joint Risk Committee of the Board.

Sensitivity results and market interest rate benchmarks for the third quarters of 2010 and 2009 follow:

Interest Sensitivity Analysis

 

    

Third

Quarter

2010

   

Third

Quarter

2009

 

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

    1.5     .9

100 basis point decrease (a)

    (1.8 )%      (2.0 )% 

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

     

100 basis point increase

    4.6     1.4

100 basis point decrease (a)

    (5.9 )%      (5.5 )% 

Duration of Equity Model (a)

     

Base case duration of equity (in years):

    (3.0     (2.2

Key Period-End Interest Rates

     

One-month LIBOR

    .26     .25

Three-year swap

    .87     1.87
(a) Given the inherent limitations in certain of these measurement tools and techniques, results become less meaningful as interest rates approach zero.

 

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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 Alternative 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 Slope decrease (a 200 basis point decrease between two-year and ten-year rates superimposed on current base rates) scenario.

Net Interest Income Sensitivity to Alternative Rate Scenarios (Third Quarter 2010)

 

      PNC
Economist
    Market
Forward
    Two-Ten
Slope
 

First year sensitivity

     1.0     (.3 )%      (1.1 )% 

Second year sensitivity

     3.9     1.2     (1.8 )% 

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 above table. These simulations assume that as assets and liabilities mature, they are replaced or repriced at then current market rates. We also consider forward projections of purchase accounting accretion when forecasting net interest income.

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

LOGO

The third quarter 2010 interest sensitivity analyses indicate that our Consolidated Balance Sheet is positioned to benefit from an increase in interest rates. We believe that we have the deposit funding base and balance sheet flexibility to adjust, where appropriate and permissible, to changing interest rates and market conditions.

MARKET RISK MANAGEMENT – TRADING RISK

Our trading activities are primarily customer-driven trading in fixed income securities, equities, derivatives, and foreign exchange contracts. They also include the underwriting of fixed income and equity securities. Proprietary trading positions were essentially eliminated by the end of the second quarter of 2010.

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

During the first nine months of 2010, our VaR ranged between $2.8 million and $8.8 million, averaging $5.8 million. During the first nine months of 2009, our VaR ranged between $5.8 million and $10.1 million, averaging $7.4 million.

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. Over a typical business cycle, 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. There were no such instances during the first nine months of either 2010 or 2009, as the trading markets have moved into a period of relatively low pricing volatility.

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

LOGO


 

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Trading Revenue

 

Nine months ended September 30

In millions

   2010      2009  

Net interest income

   $ 43       $ 46   

Noninterest income

     99         111   

Total trading revenue

   $ 142       $ 157   

Securities underwriting and trading (a)

   $ 70       $ 63   

Foreign exchange

     59         53   

Financial derivatives

     13         41   

Total trading revenue (b)

   $ 142       $ 157   
 

Three months ended September 30

In millions

   2010      2009  

Net interest income

   $ 11       $ 14   

Noninterest income

     21         31   

Total trading revenue

   $ 32       $ 45   

Securities underwriting and trading (a)

   $ 17       $ 24   

Foreign exchange

     14         12   

Financial derivatives

     1         9   

Total trading revenue (b)

   $ 32       $ 45   
(a) Includes changes in fair value for certain loans accounted for at fair value.
(b) Product trading revenue includes related hedged activity.

Trading revenue excludes the impact of economic hedging activities, which relate primarily to residential mortgage servicing rights, and residential and held-for-sale commercial real estate loans.

Trading revenue decreased by $15 million compared with the first nine months of 2009 and $13 million compared with the third quarter of 2009 primarily due to lower proprietary trading results and the increased impact of counterparty credit risk on valuations of customer derivative positions. The decline in the nine month comparison was partially offset by improved underwriting results. The decline in the quarterly comparison was partially offset by improved customer-driven trading results. Proprietary trading positions were essentially eliminated in the second quarter of 2010.

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.

A summary of our equity investments follows:

 

In millions   

Sept. 30

2010

    

Dec. 31

2009

 

BlackRock

   $ 5,904       $ 5,736   

Tax credit investments

     2,102         2,510   

Private equity

     1,366         1,184   

Visa

     456         456   

Other

     309         368   

Total

   $ 10,137       $ 10,254   

BlackRock

PNC owned approximately 44 million common stock equivalent shares of BlackRock equity at September 30, 2010, accounted for under the equity method. The carrying value of our investment in BlackRock at September 30, 2010 was $6.0 billion, which includes our equity investment of $5.9 billion and $.1 billion of related goodwill and accumulated other comprehensive income related to our BlackRock investment. The market value of our investment in BlackRock was $7.4 billion at September 30, 2010 (not including liquidity discount). The primary risk measurement, similar to other equity investments, is economic capital. Further information about BlackRock is included in the Business Segments Review section of this Financial Review.

Tax Credit Investments

Included in our equity investments are tax credit investments which are mostly accounted for under the equity method.

These investments, as well as equity investments held by consolidated partnerships, totaled $2.1 billion at September 30, 2010 and $2.5 billion at December 31, 2009.

Private Equity

The private equity portfolio is an illiquid portfolio comprised of equity and mezzanine investments that vary by industry, stage and type of investment.

Private equity investments carried at estimated fair value totaled $1.4 billion at September 30, 2010 and $1.2 billion at December 31, 2009. As of September 30, 2010, $740 million was invested directly in a variety of companies and $626 million was invested indirectly through various private equity funds. Included in direct investments are investment activities of two private equity funds that are consolidated for financial reporting purposes. The noncontrolling interests of these funds totaled $220 million as of September 30, 2010. The indirect private equity funds are not redeemable, but PNC receives distributions over the life of the partnership from liquidation of the underlying investments by the investee.

Our unfunded commitments related to private equity totaled $370 million at September 30, 2010 compared with $453 million at December 31, 2009.


 

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Visa

At September 30, 2010, our investment in Visa Class B common shares totaled approximately 23 million shares. In May 2010, Visa funded $500 million to their litigation escrow account and reduced the conversion ratio of Visa B to A shares. We consequently recognized our estimated $47 million share of the $500 million as a reduction of our indemnification liability and a reduction of noninterest expense. Considering the adjustment to the conversion ratio, the Class B shares would convert to approximately 12.9 million of publicly traded Visa Class A common shares. In September 2010, Visa announced their intention to fund their litigation escrow account by an additional $800 million. This funding occurred in October 2010. As a result, we expect to recognize an additional $76 million reduction of the indemnification liability in the fourth quarter of 2010.

As of September 30, 2010, we had recognized $456 million of our Visa ownership, which we acquired with National City, on our Consolidated Balance Sheet. Based on the September 30, 2010 closing price of $74.26 for the Visa Class A shares, the market value of our investment was $960 million. The Visa Class B common shares we own generally will not be transferable, except under limited circumstances, 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, March 25, 2011, or settlement of all of the specified litigation. It is expected that Visa will continue to adjust the conversion ratio of Visa Class B to Class A shares in connection with any settlements in excess of any amounts then in escrow for that purpose and will also reduce the conversion ratio to the extent that it adds any funds to the escrow in the future.

Note 18 Commitments and Guarantees in our Notes To Consolidated Financial Statements of this Report and Note 25 Commitments and Guarantees in our Notes To Consolidated Financial Statements under Item 8 of our 2009 Form 10-K have further information on our Visa indemnification obligation.

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 September 30, 2010, other investments totaled $309 million compared with $368 million at December 31, 2009. We recognized net gains related to these investments of $33 million during the first nine months of 2010, including $7 million during the third quarter. We recognized net losses related to these investments of $62 million during the first nine months of 2009, including a gain of $17 million during the third quarter.

Given the nature of these investments, if market conditions affecting their valuation were to worsen, we could incur future losses.

Our unfunded commitments related to other investments totaled $21 million at September 30, 2010 and $66 million at December 31, 2009.

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, swaptions, options, forwards 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 in our Notes To Consolidated Financial Statements under Item 8 of our 2009 Form 10-K and in Note 12 Financial Derivatives in the Notes To Consolidated Financial Statements in this Report, which is incorporated here by reference.

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 changes, among other reasons.


 

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The following table provides the notional or contractual amounts and estimated net fair value of financial derivatives at September 30, 2010 and December 31, 2009.

Financial Derivatives

 

     September 30, 2010     December 31, 2009  
In millions   

Notional/

Contractual
Amount

     Estimated
Net Fair
Value
   

Notional/

Contractual
Amount

     Estimated
Net Fair
Value
 

Derivatives designated as hedging instrument under GAAP

            

Interest rate contracts (a)

            

Asset rate conversion

            

Receive fixed swaps

   $ 14,637       $ 525      $ 13,055       $ (64

Pay fixed swaps (c)

     1,815         (66       

Liability rate conversion

            

Receive fixed swaps

     11,203         1,272        13,048         707   

Forward purchase commitments

     4,005         34        350         1   

Total interest rate risk management

     31,660         1,765        26,453         644   

Total derivatives designated as hedging instruments (b)

   $ 31,660       $ 1,765      $ 26,453       $ 644   

Derivatives not designated as hedging instruments under GAAP

            

Derivatives used for residential mortgage banking activities:

            

Interest rate contracts

            

Swaps

   $ 69,752       $ 288      $ 38,596       $ (152

Caps/floors – Purchased

          5,200         50   

Futures

     57,269           41,609        

Future options

     83,800         20        18,580         28   

Swaptions

     13,155         (2     24,145         (22

Commitments related to residential mortgage assets

     18,680         58        9,565         6   

Total residential mortgage banking activities

   $ 242,656       $ 364      $ 137,695       $ (90

Derivatives used for commercial mortgage banking activities:

            

Interest rate contracts

            

Swaps (c)

   $ 1,668       $ (66   $ 1,948       $ (15

Commitments related to commercial mortgage assets

     3,027         3        1,733         8   

Credit contracts

            

Credit default swaps

     185         11        460         52   

Total commercial mortgage banking activities

   $ 4,880       $ (52   $ 4,141       $ 45   

Derivatives used for customer-related activities:

            

Interest rate contracts

            

Swaps (c)

   $ 88,592       $ (178   $ 91,090       $ (54

Caps/floors

            

Sold

     3,174         (10     3,457         (15

Purchased

     2,442         9        2,115         14   

Swaptions

     2,367         60        1,996         11   

Futures

     2,122           2,271        

Foreign exchange contracts

     8,618         10        8,002         14   

Equity contracts

     378           351        

Credit contracts

            

Risk participation agreements

     2,922         1        2,819         1   

Total customer-related

   $ 110,615       $ (108   $ 112,101       $ (29

Derivatives used for other risk management activities:

            

Interest rate contracts

            

Swaps

   $ 865         $ 4,667       $ 3   

Caps/floors – Purchased

     100       $ 1          

Swaptions

          720         (9

Futures

     280           145        

Future options

            

Commitments related to residential mortgage assets

          50        

Foreign exchange contracts (c)

     34         (2     41         1   

Credit contracts

            

Credit default swaps

     664         9        1,128         (2

Other contracts (d)

     209         (354     211         (486

Total other risk management

   $ 2,152       $ (346   $ 6,962       $ (493

Total derivatives not designated as hedging instruments

   $ 360,303       $ (142   $ 260,899       $ (567

Total Gross Derivatives

   $ 391,963       $ 1,623      $ 287,352       $ 77   
(a) The floating rate portion of interest rate contracts is based on money-market indices. As a percent of notional amount, 58% were based on 1-month LIBOR and 42% on 3-month LIBOR at September 30, 2010 compared with 57% and 43%, respectively, at December 31, 2009.
(b) Fair value amount includes net accrued interest receivable of $151 million at September 30, 2010 and $162 million at December 31, 2009.
(c) The increases in the negative fair values from December 31, 2009 to September 30, 2010 for interest rate contracts, foreign exchange, equity contracts and other contracts were due to the changes in fair values of the existing contracts along with new contracts entered into during 2010 and contracts terminated.
(d) Includes PNC’s obligation to fund a portion of certain BlackRock LTIP programs.

 

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INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES

As of September 30, 2010, we performed an evaluation under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer and the Executive Vice President and 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 Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) were effective as of September 30, 2010, and that there has been no change in PNC’s internal control over financial reporting that occurred during the third quarter of 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

GLOSSARY OF TERMS

Accretable net interest (Accretable yield) – The excess of cash flows expected to be collected on a purchased impaired loan over the carrying value of the loan. The accretable net interest is recognized into interest income over the remaining life of the loan using the constant effective yield method.

Adjusted average total assets – Primarily comprised of total average quarterly (or annual) assets plus (less) unrealized losses (gains) on investment 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.

Cash recoveries – Cash recoveries used in the context of purchased impaired loans represent cash payments from customers that exceeded the recorded investment of the designated impaired loan.

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 loan carrying amount to the fair value of the loan, if fair value is less than carrying amount.

Client-related noninterest income – Total noninterest income included on our Consolidated Income Statement less amounts for net gains (losses) on sales of securities, net other-than-temporary impairments, and other noninterest income.

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.

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 but not limited to 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; interest-earning deposits with banks; loans held for sale; loans; investment 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


 

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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 that would be paid to transfer a liability on the measurement date using the principal or most advantageous market for the asset 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.

Investment securities – Collectively, securities available for sale and securities held to maturity.

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

LIBOR – Acronym for London InterBank Offered Rate. LIBOR is the average interest rate charged when banks in the

London wholesale money market (or interbank market) borrow unsecured funds from each other. LIBOR rates are used as a benchmark for interest rates on a global basis.

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.

Nonaccretable difference – Contractually required payments receivable on a purchased impaired loan in excess of the cash flows expected to be collected.

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, equipment lease financing, consumer, and residential mortgage customers and construction customers as well as certain 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. Nonperforming loans do not include purchased impaired loans as we are currently accreting interest income over the expected life of the loans.

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

Operating leverage – The period to period dollar or percentage change in total revenue (GAAP basis) less the dollar or percentage change in noninterest expense. A positive variance indicates that revenue growth exceeded expense growth (i.e., positive operating leverage) while a negative variance 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 specified period or at a specified date in the future.


 

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Other-than-temporary impairment (OTTI) – When the fair value of a security is less than its amortized cost basis, an assessment is performed to determine whether the impairment is other-than-temporary. If we intend to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, an other-than-temporary impairment is considered to have occurred. In such cases, an other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. Further, if we do not expect to recover the entire amortized cost of the security, an other-than-temporary impairment is considered to have occurred. However for debt securities, if we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before its recovery, the other-than-temporary loss is separated into (a) the amount representing the credit loss, and (b) the amount related to all other factors. The other-than-temporary impairment related to credit losses is recognized in earnings while the amount related to all other factors is recognized in other comprehensive income, net of tax.

Pretax, pre-provision earnings – Total revenue less noninterest expense.

Purchase accounting accretion – Accretion of the discounts and premiums on acquired assets and liabilities. The purchase accounting accretion is recognized in net interest income over the weighted average life of the financial instruments using the constant effective yield method.

Purchased impaired loans – Acquired loans determined to be credit impaired under FASB ASC 310-30 (AICPA SOP 03-3). Loans are determined to be impaired if there is evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected.

Recorded investment – The initial investment of a purchased impaired loan plus interest accretion and less any cash payments and writedowns to date. The recorded investment excludes any valuation allowance which is included in our allowance for loan and lease losses.

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.

Residential development loans – Project-specific loans to commercial customers for the construction or development of residential real estate including land, single family homes, condominiums and other residential properties. This would exclude loans to commercial customers where proceeds are for general corporate purposes whether or not such facilities are secured.

Residential mortgage servicing rights hedge gains / (losses), net – We have elected to measure acquired or originated residential mortgage servicing rights (MSRs) at fair value under GAAP. We employ a risk management strategy designed to protect the economic value of MSRs from changes in interest rates. This strategy utilizes securities and a portfolio of derivative instruments to hedge changes in the fair value of MSRs arising from changes in interest rates. These financial instruments are expected to have changes in fair value which are negatively correlated to the change in fair value of the MSR portfolio. Net MSR hedge gains/ (losses) represent the change in the fair value of MSRs, exclusive of changes due to time decay and payoffs, combined with the change in the fair value of the associated derivative instruments.

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 less preferred stock dividends, including preferred stock discount accretion and redemptions, divided by average common shareholders’ equity.

Risk-weighted assets – 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.

Servicing rights – An intangible asset or liability created by an obligation to service assets for others. Typical servicing rights include the right to receive a fee for collecting and forwarding payments on loans and related taxes and insurance premiums held in escrow.

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 specified period or at a specified date in the future.

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 use interest income on a taxable-equivalent basis in calculating average yields and net interest margins 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.


 

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Tier 1 common capital – Tier 1 risk-based capital, less preferred equity, less trust preferred capital securities, and less noncontrolling interests.

Tier 1 common capital ratio – Tier 1 common capital divided by period-end risk-weighted assets.

Tier 1 risk-based capital – Total shareholders’ equity, plus trust preferred capital securities, plus certain noncontrolling interests that are held by others; less goodwill and certain other intangible assets (net of eligible deferred taxes relating to taxable and nontaxable combinations), less equity investments in nonfinancial companies less ineligible servicing assets 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 equity – Total shareholders’ equity plus noncontrolling interests.

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 noncontrolling interest not qualified as Tier 1, eligible gains on available for sale equity securities 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 interest-bearing money market deposits, interest-bearing demand deposits, and noninterest-bearing deposits.

Troubled debt restructuring – A restructuring of a loan whereby the lender for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that the lender would not otherwise consider or for which the lender would not be adequately compensated.

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.

Watchlist – A list of criticized loans, credit exposure or other assets compiled for internal monitoring purposes. We define criticized exposure for this purpose as exposure with an internal risk rating of other assets especially mentioned, substandard, doubtful or loss.

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, capital levels, liquidity levels, asset quality 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,” “plan,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “will,” “should,” “project,” “goal” 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 2009 Form 10-K, other 2010 Form 10-Qs and elsewhere in this Report, including in the Risk Factors and Risk Management sections of those 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.


 

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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.

   

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.

   

A slowing or failure of the moderate economic recovery that began last year.

   

Continued effects of the aftermath of recessionary conditions and the uneven spread of the positive impacts of the recovery on the economy in general and our customers in particular, including adverse impact on loan utilization rates as well as delinquencies, defaults and customer ability to meet credit obligations.

   

Changes in levels of unemployment.

   

Changes in customer preferences and behavior, whether as a result of changing business and economic conditions, climate-related physical changes or legislative and regulatory initiatives, or other factors.

 

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

 

We will be impacted by the extensive reforms enacted in the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further, as much of that Act will require the adoption of implementing regulations by a number of different regulatory bodies, the precise nature, extent and timing of many of these reforms and the impact on us is still uncertain.

 

Financial industry restructuring in the current environment could also impact our business and financial performance as a result of changes in the creditworthiness and performance of our counterparties and by changes in the competitive and regulatory landscape.

 

Our results depend on our ability to manage current elevated levels of impaired assets.

 

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 view that the moderate economic recovery that began last year will continue throughout the rest of 2010 and slowly gather momentum in 2011 amidst continued low interest rates.

 

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:

   

Changes resulting from legislative and regulatory responses to the current economic and financial industry environment.

   

Other legislative and regulatory reforms, including broad-based restructuring of financial industry regulation as well as changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other aspects of the financial institution industry.

   

Unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries. In addition to matters relating to PNC’s business and activities, such matters may also include proceedings, claims, investigations, or inquiries relating to pre-acquisition business and activities of acquired companies such as National City.

   

The results of the regulatory examination and supervision process, including our failure to satisfy the requirements of agreements with governmental agencies.

   

Changes in accounting policies and principles.

   

Changes resulting from legislative and regulatory initiatives relating to climate change that have or may have a negative impact on our customers’ demand for or use of our products and services in general and their creditworthiness in particular.

   

Changes to regulations governing bank capital, including as a result of the so-called “Basel III” initiatives.

 

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, and by our ability to meet evolving regulatory capital standards.

 

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.

 

Our expansion with our National City acquisition in geographic markets and into business operations in areas in which we did not have significant experience or presence prior to 2009 presents greater risks and uncertainties than were present for us in other recent acquisitions.


 

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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 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. This material is referenced for informational purposes only and should not be deemed to constitute a part of this Report.

We grow our business in part by acquiring from time to time other financial services companies. Acquisitions present us

with risks in addition to those presented by the nature of the business acquired. These include risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into PNC after closing.

Acquisitions may be substantially more expensive to complete (including unanticipated 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. Acquisitions may involve our entry into new businesses or new geographic or other markets, and these situations also present risks resulting from our inexperience in those 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 or regulatory limitations arising as a result of those issues.


 

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CONSOLIDATED INCOME STATEMENT

THE PNC FINANCIAL SERVICES GROUP, INC.

 

In millions, except per share data    Three months ended
September 30
    Nine months ended
September 30
 
Unaudited    2010     2009     2010     2009  

Interest Income

        

Loans

   $ 1,996      $ 2,091      $ 6,314      $ 6,759   

Investment securities

     592        684        1,787        2,045   

Other

     113        113        378        343   

Total interest income

     2,701        2,888        8,479        9,147   

Interest Expense

        

Deposits

     233        387        758        1,407   

Borrowed funds

     253        277        692        1,003   

Total interest expense

     486        664        1,450        2,410   

Net interest income

     2,215        2,224        7,029        6,737   

Noninterest Income

        

Asset management

     249        242        751        639   

Consumer services

     328        330        939        975   

Corporate services

     183        252        712        761   

Residential mortgage

     216        207        542        883   

Service charges on deposits

     164        248        573        714   

Net gains on sales of securities

     121        168        358        406   

Other-than-temporary impairments

     (117     (401     (475     (1,540

Less: Noncredit portion of other-than-temporary impairments (a)

     (46     (272     (194     (1,107

Net other-than-temporary impairments

     (71     (129     (281     (433

Other

     193        311        650        660   

Total noninterest income

     1,383        1,629        4,244        4,605   

Total revenue

     3,598        3,853        11,273        11,342   

Provision For Credit Losses

     486        914        2,060        2,881   

Noninterest Expense

        

Personnel

     959        1,068        2,874        3,150   

Occupancy

     177        172        536        533   

Equipment

     152        170        492        522   

Marketing

     81        58        196        174   

Other

     789        746        2,175        2,485   

Total noninterest expense

     2,158        2,214        6,273        6,864   

Income from continuing operations before income taxes and noncontrolling interests

     954        725        2,940        1,597   

Income taxes

     179        185        736        342   

Income from continuing operations before noncontrolling interests

     775        540        2,204        1,255   

Income from discontinued operations (net of income taxes of $311, $11, $338, and $22)

     328        19        373        41   

Net income

     1,103        559        2,577        1,296   

Less: Net income (loss) attributable to noncontrolling interests

     2        (20     (12     (7

          Preferred stock dividends

     4        99        122        269   

          Preferred stock discount accretion and redemptions

     3        13        254        42   

Net income attributable to common shareholders

   $ 1,094      $ 467      $ 2,213      $ 992   

Basic Earnings Per Common Share

        

Continuing operations

   $ 1.45      $ .97      $ 3.56      $ 2.10   

Discontinued operations

     .63        .04        .72        .09   

Net income

   $ 2.08      $ 1.01      $ 4.28      $ 2.19   

Diluted Earnings Per Common Share

        

Continuing operations

   $ 1.45      $ .96      $ 3.52      $ 2.08   

Discontinued operations

     .62        .04        .72        .09   

Net income

   $ 2.07      $ 1.00      $ 4.24      $ 2.17   

Average Common Shares Outstanding

        

Basic

     523        460        515        451   

Diluted

     526        461        518        452   

 

(a) Included in accumulated other comprehensive income (loss).

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

   September 30
2010
    December 31
2009
 

Assets

    

Cash and due from banks (September 30, 2010 includes $2 for VIEs) (a)

   $ 3,724      $ 4,288   

Federal funds sold and resale agreements (includes $921 and $990 measured at fair value) (b)

     2,094        2,390   

Trading securities

     955        2,124   

Interest-earning deposits with banks (September 30, 2010 includes $5 for VIEs) (a)

     415        4,488   

Loans held for sale (includes $2,805 and $2,062 measured at fair value) (b)

     3,275        2,539   

Investment securities (September 30, 2010 includes $202 for VIEs) (a)

     63,461        56,027   

Loans (September 30, 2010 includes $4,644 for VIEs) (includes $90 and $88 measured at fair value) (a) (b)

     150,127        157,543   

Allowance for loan and lease losses (September 30, 2010 includes $(219) for VIEs) (a)

     (5,231     (5,072

Net loans

     144,896        152,471   

Goodwill

     8,166        9,505   

Other intangible assets

     2,352        3,404   

Equity investments (September 30, 2010 includes $1,177 for VIEs) (a)

     10,137        10,254   

Other (September 30, 2010 includes $787 for VIEs) (includes $354 and $486 measured at fair value) (a) (b)

     20,658        22,373   

Total assets

   $ 260,133      $ 269,863   

Liabilities

    

Deposits

    

Noninterest-bearing

   $ 46,065      $ 44,384   

Interest-bearing

     133,118        142,538   

Total deposits

     179,183        186,922   

Borrowed funds

    

Federal funds purchased and repurchase agreements

     4,661        3,998   

Federal Home Loan Bank borrowings

     7,106        10,761   

Bank notes and senior debt

     13,508        12,362   

Subordinated debt

     10,023        9,907   

Other (September 30, 2010 includes $2,937 for VIEs) (a)

     4,465        2,233   

Total borrowed funds

     39,763        39,261   

Allowance for unfunded loan commitments and letters of credit

     193        296   

Accrued expenses (September 30, 2010 includes $79 for VIEs) (a)

     3,134        3,590   

Other (September 30, 2010 includes $523 for VIEs) (a)

     5,194        7,227   

Total liabilities

     227,467        237,296   

Equity

    

Preferred stock (c)

    

Common stock – $5 par value

    

Authorized 800 shares, issued 536 and 471 shares

     2,680        2,354   

Capital surplus – preferred stock

     646        7,974   

Capital surplus – common stock and other

     12,008        8,945   

Retained earnings

     15,114        13,144   

Accumulated other comprehensive income (loss)

     146        (1,962

Common stock held in treasury at cost: 10 and 9 shares

     (552     (513

Total shareholders’ equity

     30,042        29,942   

Noncontrolling interests

     2,624        2,625   

Total equity

     32,666        32,567   

Total liabilities and equity

   $ 260,133      $ 269,863   

 

(a) Amounts represent the assets or liabilities of consolidated variable interest entities (VIEs).
(b) Amounts represent items for which the Corporation has elected the fair value option.
(c) Par value 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.

 

In millions    Nine months ended September 30  
Unaudited        2010             2009      

Operating Activities

    

Net income

   $ 2,577      $ 1,296   

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

    

Provision for credit losses

     2,060        2,881   

Depreciation and amortization

     753        747   

Deferred income taxes

     691        143   

Net gains on sales of securities

     (358     (406

Net other-than-temporary impairments

     281        433   

Gain on sale of PNC Global Investment Servicing

     (639  

Net gains related to BlackRock LTIP shares adjustment

       (103

Undistributed earnings of BlackRock

     (176     (107

Excess tax benefits from share-based payment arrangements

     (1     (1

Net change in

    

Trading securities and other short-term investments

     1,092        (35

Loans held for sale

     (1,056     267   

Other assets

     (1,411     3,094   

Accrued expenses and other liabilities

     566        (5,978

Other

     58        298   

Net cash provided by operating activities

     4,437        2,529   

Investing Activities

    

Sales

    

Securities available for sale

     17,994        12,611   

Loans

     2,326        408   

Repayments/maturities

    

Securities available for sale

     5,869        5,552   

Securities held to maturity

     1,857        251   

Purchases

    

Securities available for sale

     (28,344     (25,364

Securities held to maturity

     (1,180     (1,514

Loans

     (3,680     (212

Net change in

    

Federal funds sold and resale agreements

     310        (589

Interest-earning deposits with banks

     3,880        13,623   

Loans

     8,247        10,977   

Net cash received from (paid for) acquisition and divestiture activity

     2,479        (3,396

Other (a)

     686        (9

Net cash provided by investing activities

     10,444        12,338   

Financing Activities

    

Net change in

    

Noninterest-bearing deposits

     1,912        6,650   

Interest-bearing deposits

     (9,097     (11,603

Federal funds purchased and repurchase agreements

     667        (1,177

Federal Home Loan Bank short-term borrowings

     (280  

Other short-term borrowed funds

     (461     (1,755

Sales/issuances

    

Federal Home Loan Bank long-term borrowings

       1,500   

Bank notes and senior debt

     3,270        2,459   

Other long-term borrowed funds

     3,090        147   

Supervisory Capital Assessment Program – common stock

       624   

Common and treasury stock

     3,466        174   

Repayments/maturities

    

Federal Home Loan Bank long-term borrowings

     (3,310     (7,633

Bank notes and senior debt

     (2,455     (3,868

Subordinated debt

     (269     (529

Other long-term borrowed funds

     (3,856     (125

Preferred stock – TARP

     (7,579  

Redemption of noncontrolling interest

     (99  

Excess tax benefits from share-based payment arrangements

     1        1   

Acquisition of treasury stock

     (172     (124

Preferred stock cash dividends paid

     (122     (269

Common stock cash dividends paid

     (151     (384

Net cash used by financing activities

     (15,445     (15,912

Net Decrease In Cash And Due From Banks

     (564     (1,045

Cash and due from banks at beginning of period

     4,288        4,471   

Cash and due from banks at end of period

   $ 3,724      $ 3,426   

Supplemental Disclosures

    

Interest paid

   $ 1,419      $ 2,526   

Income taxes paid

     571        53   

Income taxes refunded

     8        611   

Non-cash Investing and Financing Items

    

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

     632        (190

Transfer from loans to foreclosed assets

     1,064        698   

 

(a) Includes the impact of the consolidation of variable interest entities as of January 1, 2010.

See accompanying Notes To Consolidated Financial Statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THE PNC FINANCIAL SERVICES GROUP, INC.

 

Business

PNC is one of the largest diversified financial services companies in the United States and is headquartered in Pittsburgh, Pennsylvania.

PNC has businesses engaged in retail banking, corporate and institutional banking, asset management, and residential mortgage banking, providing many of its products and services nationally and others in PNC’s primary geographic markets located in Pennsylvania, Ohio, New Jersey, Michigan, Maryland, Illinois, Indiana, Kentucky, Florida, Virginia, Missouri, Delaware, Washington, D.C., and Wisconsin. PNC also provides certain products and services internationally.

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. We have eliminated intercompany accounts and transactions. We have also reclassified certain prior year amounts to conform with the 2010 presentation. These reclassifications did not have a material impact on our consolidated financial condition or results of operations.

The second quarter of 2010 included a $105 million pretax adjustment primarily related to the recognition of $64 million of additional interest income on purchased impaired loans, a $29 million reduction of interest expense related to the accretion of the purchase accounting adjustment for borrowings assumed in the National City acquisition, and another miscellaneous item. This correction should have been recorded in 2009. Management believes that the impact of this correction is not material to any prior period, the current period, or the estimated 2010 full year consolidated financial statements.

See Note 2 Divestiture regarding our July 1, 2010 sale of PNC Global Investment Servicing Inc. The Consolidated Income Statement for all periods presented and related Notes To Consolidated Financial Statements reflect the global investment servicing business as discontinued 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. The results of operations for interim periods are not necessarily indicative of

the results that may be expected for the full year or any other interim period.

When preparing these unaudited interim consolidated financial statements, we have assumed that you have read the audited consolidated financial statements included in our 2009 Annual Report on Form 10-K (2009 Form 10-K). Reference is made to Note 1 Accounting Policies in the 2009 Form 10-K for a detailed description of significant accounting policies. There have been no significant changes to these policies in the first nine months of 2010 other than as disclosed herein. These interim consolidated financial statements serve to update the 2009 Form 10-K and may not include all information and notes necessary to constitute a complete set of financial statements.

We have considered the impact on these consolidated financial statements of events occurring subsequent to September 30, 2010.

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. Our most significant estimates pertain to our allowance for loan and lease losses, impaired loans, fair value measurements, including security valuations and residential mortgage servicing rights, and revenue recognition. Actual results may differ from the estimates and the differences may be material to the consolidated financial statements.

INVESTMENT IN BLACKROCK, INC.

We account for our investment in the common stock, Series B and Series D Preferred Stocks of BlackRock (both deemed to be in substance common stock) under the equity method of accounting. On January 31, 2010, the Series D Preferred Stock was converted to Series B Preferred Stock. The 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.

On February 27, 2009, PNC’s obligation to deliver BlackRock common shares in connection with BlackRock’s long-term incentive plan programs was replaced with an obligation to deliver shares of BlackRock’s new Series C Preferred Stock. The 2.9 million shares of Series C Preferred Stock were acquired from BlackRock in exchange for common shares on that same date. Since these preferred shares were not deemed to be in substance common stock, we elected to account for these preferred shares at fair value and the changes in fair value will offset the impact of marking-to-market the obligation to deliver these shares to BlackRock. Our


 

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investment in the BlackRock Series C Preferred Stock is included on our Consolidated Balance Sheet in the caption Other assets.

As noted above, we mark-to-market our obligation to transfer BlackRock shares related to certain BlackRock long-term incentive plan (LTIP) programs. This obligation is classified as a derivative not designated as a hedging instrument under GAAP as disclosed in Note 12 Financial Derivatives.

EARNINGS PER COMMON SHARE

Basic earnings per common share is calculated using the two-class method to determine income attributable to common stockholders. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities under the two-class method. Income attributable to common stockholders is then divided by the weighted-average common shares outstanding for the period.

Diluted earnings per common share is calculated under the more dilutive of either the treasury method or the two-class method. For the diluted calculation, we increase the weighted-average number of shares of common stock outstanding by the assumed conversion of outstanding convertible preferred stock and debentures from the beginning of the year or date of issuance, if later, and the number of shares of common stock that would be issued assuming the exercise of stock options and warrants and the issuance of incentive shares using the treasury stock method. These adjustments to the weighted-average number of shares of common stock outstanding are made only when such adjustments will dilute earnings per common share. See Note 13 Earnings Per Share for additional information.

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2010, we adopted ASU 2009-16 – Transfers and Servicing (Topic 860) – Accounting For Transfers of Financial Assets which is a codification of guidance issued in June 2009. This guidance removes the concept of a qualifying special-purpose entity. The guidance also establishes conditions for accounting and reporting of a transfer of a portion of a financial asset, modifies the asset sale/derecognition criteria, and changes how retained interests are initially measured.

On January 1, 2010, we adopted ASU 2009-17 – Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities which is a codification of guidance issued in June 2009. This guidance removes the scope exception for qualifying special-purpose entities, contains new criteria for determining the primary beneficiary of a variable interest entity (VIE) and increases the frequency of required reassessments to determine whether an entity is the primary beneficiary of a VIE. VIEs are assessed for consolidation

under Topic 810 when we hold variable interests in these entities. PNC consolidates VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is determined to be the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Effective January 1, 2010, we consolidated Market Street Funding LLC (Market Street), a credit card securitization trust, and certain Low Income Housing Tax Credit (LIHTC) investments. We recorded consolidated assets of $4.2 billion, consolidated liabilities of $4.2 billion, and an after-tax cumulative effect adjustment to retained earnings of $92 million upon adoption (see Note 3 Loan Sale and Servicing Activities and Variable Interest Entities).

In January 2010, the FASB issued ASU 2010-6, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures About Fair Value Measurements. This guidance requires new disclosures as follows: 1) transfers in and out of Levels 1 and 2 and the reasons for the transfers, 2) additional breakout of asset and liability categories and 3) purchases, sales, issuances and settlements to be reported separately in the Level 3 rollforward. This guidance was effective for PNC for first quarter 2010 reporting with the exception of item 3 which is effective beginning with first quarter 2011 reporting.

In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310), Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset. This ASU amends the accounting guidance related to loans that are accounted for within a pool under ASC 310-30. The new guidance clarifies that modifications of such loans do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. The amended guidance continues to require that an entity consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. No additional disclosures are required as a result of this ASU. ASU 2010-18 is effective for modifications of loans accounted for within pools under ASC 310-30 occurring in the first interim or annual period ending on or after July 15, 2010 with early adoption permitted. PNC accounts for loans within pools consistent with the guidance in this ASU.

In July 2010, the FASB issued ASU 2010-20 – Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This ASU requires additional disclosures related to an entity’s allowance for credit losses and the credit quality of its financing receivables (e.g., loans). Certain disclosures will be effective December 31, 2010 and others beginning in the first quarter of 2011.


 

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NOTE 2 DIVESTITURE

SALE OF PNC GLOBAL INVESTMENT SERVICING

On July 1, 2010, we sold PNC Global Investment Servicing Inc. (GIS), a leading provider of processing, technology and business intelligence services to asset managers, broker-dealers and financial advisors worldwide, for $2.3 billion in cash pursuant to a definitive agreement entered into on February 2, 2010. This transaction resulted in a pretax gain of $639 million, net of transaction costs. The after-tax amount of the gain of $328 million is included within Income from discontinued operations, on our Consolidated Income Statement.

Results of operations of GIS through June 30, 2010 are presented as Income from discontinued operations, net of income taxes, on our Consolidated Income Statement for all periods presented.

As part of the sale agreement, PNC has agreed to provide certain transitional services on behalf of GIS until completion of related systems conversion activities.

Asset and liabilities of GIS at December 31, 2009 follow.

Investment in Discontinued Operations

 

In millions   

December 31,

2009

 

Interest-earning deposits with banks

   $ 255   

Goodwill

     1,243   

Other intangible assets

     51   

Other

     359   

Total assets

   $ 1,908   

Interest-bearing deposits

   $ 93   

Accrued expenses

     266   

Other

     1,009   

Total liabilities

   $ 1,368   

Net assets

   $ 540   

NOTE 3 LOAN SALE AND SERVICING ACTIVITIES AND VARIABLE INTEREST ENTITIES

LOAN SALE AND SERVICING ACTIVITIES

We have transferred residential and commercial mortgage loans in securitization or sales transactions in which we have continuing involvement. These transfers have occurred through Agency securitization, Non-Agency securitization, and whole-loan sale transactions. In Agency securitizations, Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC) (collectively “the Agencies”) securitize our transferred loans into mortgage-backed securities for sale into the secondary market through Special Purpose Entities (SPEs) they sponsor. In Non-Agency securitizations, we have

transferred loans into securitization SPEs. In other instances third-party investors have purchased (in whole-loan sale transactions) and subsequently sold our loans into securitization SPEs. Third-party investors have also purchased our loans in whole-loan sale transactions. Securitization SPEs, which are legal entities that are utilized in the Agency and Non-Agency securitization transactions, are VIEs.

Our continuing involvement in the Agency securitizations, Non-Agency securitizations, and whole-loan sale transactions generally consists of servicing, limited repurchases of previously transferred loans and loss share arrangements, and, in limited circumstances, holding of mortgage-backed securities issued by the securitization SPEs.

Depending on the transaction, we may act as the master, primary, and/or special servicer to the securitization SPEs or third-party investors. Servicing responsibilities typically consist of collecting and remitting monthly borrower principal and interest payments, maintaining escrow deposits, performing loss mitigation and foreclosure activities, and, in certain instances, funding of servicing advances. Servicing advances, which are reimbursable, are recognized in Other assets at cost and are made for principal and interest and collateral protection. With respect to Agency securitizations, the Agencies are responsible for working out defaulted loans.

We earn servicing and other ancillary fees for our role as servicer and depending on the contractual terms of the servicing arrangement, we can be terminated as servicer with or without cause. At the consummation date of each type of loan transfer, we recognize a servicing asset at fair value. Servicing assets are recognized in Other intangible assets on our Consolidated Balance Sheet and are classified within Level 3 of the fair value hierarchy. See Note 8 Fair Value and Note 9 Goodwill and Other Intangible Assets for further discussion of our residential and commercial servicing assets.

Certain loans transferred to the Agencies contain removal of account provisions (ROAPs). Under these ROAPs, we hold an option to repurchase at par individual delinquent loans that meet certain criteria. When we have the unilateral ability to repurchase a delinquent loan, effective control over the loan has been regained and we recognize the loan and a corresponding liability on the balance sheet regardless of our intent to repurchase the loan. At September 30, 2010 and December 31, 2009, the balance of our ROAP asset and liability totaled $367 million and $577 million, respectively.

We generally do not retain mortgage-backed securities issued by the Agency and Non-Agency securitization SPEs at the inception of the securitization transactions. Rather, our limited holdings of these securities occur through subsequent purchases in the secondary market. PNC does not retain any credit risk on its Agency mortgage-backed security positions as FNMA, FHLMC, and the U.S. Government (for GNMA)


 

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guarantee losses of principal and interest on the underlying mortgage loans. We generally hold a senior class of Non-Agency mortgage-backed securities.

We also have involvement with certain Agency and Non-Agency commercial securitization SPEs where we have not transferred commercial mortgage loans. These SPEs were sponsored by independent third-parties and the loans held by these entities were purchased exclusively from other third-parties. Generally, our involvement with these SPEs is as servicer with servicing activities consistent to those described above. In certain instances, we can be terminated as servicer in these commercial securitization structures without cause by the controlling class of mortgage-backed security holders of the SPE.

 

We recognize a liability for our loss exposure associated with contractual obligations to repurchase previously transferred loans due to breaches of representations and warranties and also for loss sharing arrangements with the Agencies (collectively “recourse obligations”). Other than providing temporary liquidity under servicing advances and our loss exposure associated with our recourse obligations, we have not provided nor are we required to provide any type of credit support, guarantees, or commitments to the securitization SPEs or third-party investors in these transactions. See Note 18 Commitments and Guarantees for further discussion of our recourse obligations.


 

Certain Financial Information and Cash Flows Associated with Loan Sale and Servicing Activities

 

     September 30, 2010      December 31, 2009  
In millions    Residential
Mortgages
    Commercial
Mortgages (a)
     Residential
Mortgages
     Commercial
Mortgages (a)
 

FINANCIAL INFORMATION

            

Servicing portfolio (b)

   $ 131,594      $ 164,191       $ 146,050       $ 185,167   

Carrying value of servicing assets (c)

     788        616         1,332         921   

Servicing advances

     569        380         599         383   

Servicing deposits

     2,855        3,400         3,118         3,774   

Recourse obligations (d)

     155        30         229         71   

Carrying value of mortgage-backed securities held (e)

     1,907        1,578         2,011         1,905   
       
    

Three Months Ended

September 30, 2010

    

Nine Months Ended

September 30, 2010

 
In millions    Residential
Mortgages
    Commercial
Mortgages (a)
     Residential
Mortgages
     Commercial
Mortgages (a)
 

CASH FLOWS

            

Sales of loans (f)

   $ 2,381      $ 475       $ 6,607       $ 1,453   

Repurchases of previously transferred loans

     550           1,756        

Contractual servicing fees received

     100        48         316         174   

Servicing advances recovered/(funded), net

     (30     1         30         3   

Cash flows on mortgage-backed securities held (e)

     143        237         433         441   
(a) Represents financial and cash flow information associated with both commercial mortgage loan transfer and servicing activities.
(b) For our continuing involvement with residential mortgage loan transfers, amount represents outstanding balance of loans transferred and serviced. For commercial mortgages, amount represents the portion of the overall servicing portfolio in which loans have been transferred by us or third parties to VIEs. It does not include loans serviced by us that were originated by third parties and have not been transferred to a VIE.
(c) See Note 8 Fair Value and Note 9 Goodwill and Other Intangible Assets for further information.
(d) Represents liability for our loss exposure associated with loan repurchases for breaches of representations and warranties and our commercial mortgage loss share arrangements for our Residential Mortgage Banking and Corporate & Institutional Banking business segments, respectively. See Note 18 Commitments and Guarantees for further information.
(e) Represents securities held where PNC transferred and/or serviced loans to a securitization SPE and we hold securities issued by that SPE.
(f) There were no gains or losses recognized on the transaction date for sales of residential mortgage and certain commercial mortgage loans as these loans are recognized on the balance sheet at fair value. For transfers of commercial loans not recognized on the balance sheet at fair value, gains/losses recognized on sales of these loans were insignificant for the three months and nine months ended September 30, 2010.

VARIABLE INTEREST ENTITIES (VIES)

We are involved with various entities in the normal course of business that are deemed to be VIEs. We assess VIEs for consolidation based upon the accounting policies described in Note 1 and effective January 1, 2010, we consolidated Market Street, a credit card securitization trust, and certain Low Income Housing Tax Credit (LIHTC) investments as a result of adopting ASU 2009-17 – Consolidations (Topic 810).

 

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The following provides a summary of VIEs, including those that we have consolidated and those in which we hold variable interests but have not consolidated into our financial statements as of September 30, 2010 and December 31, 2009, respectively.

Consolidated VIEs – Carrying Value (a)

 

September 30, 2010

In millions

  Market Street     Credit Card
Securitization Trust
   

Tax Credit

Investments (b)

   

Credit Risk

Transfer Transaction

    Total  

Assets

                   

Cash and due from banks

          $ 2          $ 2   

Interest-earning deposits with banks

            5            5   

Investment securities

  $ 202                    202   

Loans

    2,094      $ 2,103          $ 447        4,644   

Allowance for loan and lease losses

        (213         (6     (219

Equity investments

            1,177            1,177   

Other assets

    339        3        435        10        787   

Total assets

  $ 2,635      $ 1,893      $ 1,619      $ 451      $ 6,598   

Liabilities

                   

Other borrowed funds

  $ 2,298      $ 523      $ 116          $ 2,937   

Accrued expenses

            79            79   

Other liabilities

    336                187                523   

Total liabilities

  $ 2,634      $ 523      $ 382              $ 3,539   
(a) Amounts represent carrying value on PNC’s Consolidated Balance Sheet.
(b) Amounts reported primarily represent LIHTC investments.

Consolidated VIEs

 

In millions   

Aggregate

Assets

    

Aggregate

Liabilities

 

September 30, 2010

         

Market Street

   $ 3,220       $ 3,226   

Credit Card Securitization Trust

     2,231         995   

Tax Credit Investments (a)

     1,631         417   

Credit Risk Transfer Transaction

     766         766   
   

December 31, 2009

         

Tax Credit Investments (a)

   $ 1,933       $ 808   

Credit Risk Transfer Transaction

     860         860   
(a) Amounts reported primarily represent LIHTC investments.

Aggregate assets and aggregate liabilities differ from the consolidated carrying value of assets and liabilities due to elimination of intercompany assets and liabilities held by the consolidated VIE.

Non-Consolidated VIEs

 

In millions    Aggregate
Assets
    Aggregate
Liabilities
   

PNC Risk

of Loss

   

Carrying

Value of

Assets

   

Carrying

Value of

Liabilities

 

September 30, 2010

                    

Tax Credit Investments (a)

   $ 3,818      $ 2,028      $ 850      $ 850 (c)    $ 347 (d) 

Commercial Mortgage-Backed Securitizations (b)

     73,206        73,206        1,727        1,727 (e)     

Residential Mortgage-Backed Securitizations (b)

     47,585        47,585        1,936        1,930 (e)      6 (d) 

Collateralized Debt Obligations

     18                2        2 (c)         

Total

   $ 124,627      $ 122,819      $ 4,515      $ 4,509      $ 353   

 

In millions    Aggregate
Assets
     Aggregate
Liabilities
    

PNC Risk

of Loss

 

December 31, 2009

              

Market Street

   $ 3,698       $ 3,718       $ 6,155 (f) 

Tax Credit Investments (a)

     1,786         1,156         743   

Collateralized Debt Obligations

     23                  2   

Total

   $ 5,507       $ 4,874       $ 6,900   
(a) Amounts reported primarily represent LIHTC investments. Aggregate assets and aggregate liabilities represent estimated balances due to limited availability of financial information associated with certain acquired partnerships.

 

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(b) Amounts reported reflect involvement with securitization SPEs where PNC transferred to and/or services loans for a SPE and we hold securities issued by that SPE. We also invest in other mortgage and asset-backed securities issued by third-party VIEs with which we have no continuing involvement. Further information on these securities is included in Note 7 Investment Securities and values disclosed represent our maximum exposure to loss for those securities’ holdings.
(c) Included in Equity investments on our Consolidated Balance Sheet.
(d) Included in Other liabilities on our Consolidated Balance Sheet.
(e) Included in Trading securities, Investment securities, Other intangible assets, and Other assets on our Consolidated Balance Sheet.
(f) PNC’s risk of loss consisted of off-balance sheet liquidity commitments to Market Street of $5.6 billion and other credit enhancements of $.6 billion at December 31, 2009.

MARKET STREET

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 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 2009 and the first nine months of 2010, Market Street met all of its funding needs through the issuance of commercial paper.

PNC Bank, N.A. provides certain administrative services, the program-level credit enhancement and all of the liquidity facilities to Market Street in exchange for fees negotiated based on market rates. Through these arrangements, PNC has the power to direct the activities of the special purpose entity (SPE) that most significantly affect its economic performance and these arrangements expose PNC to expected losses or residual returns that are significant to Market Street.

The commercial paper obligations at September 30, 2010 and December 31, 2009 were supported by Market Street’s assets. While PNC may be obligated to fund under the $5.5 billion of 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 such as by the over-collateralization of the assets or by another third party in the form of deal-specific credit enhancement. 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. In addition, PNC would be required to fund $652 million of the liquidity facilities if the underlying assets are in default. Market Street creditors have no direct recourse to PNC.

PNC provides program-level credit enhancement to cover net losses in the amount of 10% of commitments, excluding explicitly rated AAA/Aaa facilities. PNC provides 100% of

the enhancement in the form of a cash collateral account funded by a loan facility. This facility expires in June 2015. At September 30, 2010, $584 million was outstanding on this facility. This amount was eliminated in PNC’s Consolidated Balance Sheet as of September 30, 2010 due to the consolidation of Market Street. We are not required to nor have we provided additional financial support to the SPE.

CREDIT CARD SECURITIZATION TRUST

We are the sponsor of several credit card securitizations facilitated through an SPE trust. This bankruptcy-remote SPE or VIE was established to purchase credit card receivables from the sponsor and to issue and sell asset-backed securities created by it to independent third-parties. The SPE was financed primarily through the sale of these asset-backed securities. These transactions were originally structured as a form of liquidity and to afford favorable capital treatment. At September 30, 2010, Series 2006-1, 2007-1, and 2008-3 issued by the SPE were outstanding. Series 2005-1 was paid off during the third quarter of 2010.

Our continuing involvement in these securitization transactions consists primarily of holding certain retained interests and acting as the primary servicer. For each securitization series, our retained interests held are in the form of a pro-rata undivided interest, or sellers’ interest, in the transferred receivables, subordinated tranches of asset-backed securities, interest-only strips, discount receivables, and subordinated interests in accrued interest and fees in securitized receivables. We consolidated the SPE as of January 1, 2010 as we are deemed the primary beneficiary of the entity based upon our level of continuing involvement. Our role as primary servicer gives us the power to direct the activities of the SPE that most significantly affect its economic performance and our holding of retained interests gives us the obligation to absorb or receive expected losses or residual returns that are significant to the SPE. Accordingly, all retained interests held in the credit card SPE are eliminated in consolidation. The underlying assets of the consolidated SPE are restricted only for payment of the beneficial interest issued by the SPE. We are not required to nor have we provided additional financial support to the SPE. Additionally, creditors of the SPE have no direct recourse to PNC.

TAX CREDIT INVESTMENTS

We make certain equity investments in various limited partnerships or limited liability companies (LLCs) that sponsor affordable housing projects utilizing the LIHTC pursuant to Sections 42 and 47 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings and to assist us in achieving goals associated with the Community Reinvestment Act. The primary activities of the investments include the identification, development and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types


 

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of investments are funded through a combination of debt and equity. We typically invest in these partnerships as a limited partner or non-managing member.

Also, we are a national syndicator of affordable housing equity (together with the investments described above, the “LIHTC investments”). In these syndication transactions, we create funds in which our subsidiaries are the general partner or managing member and sell limited partnership or non-managing member interests to third parties, and in some cases may also purchase a limited partnership or non-managing member interest in the fund and/or provide mezzanine financing to the fund. The purpose of this business is to generate income from the syndication of these funds, generate servicing fees by managing the funds, and earn tax credits to reduce our tax liability. General partner or managing member activities include selecting, evaluating, structuring, negotiating, and closing the fund investments in operating limited partnerships, as well as oversight of the ongoing operations of the fund portfolio.

Typically, the general partner or managing member will be the party that has the right to make decisions that will most significantly impact the economic performance of the entity. The primary sources of losses and benefits in LIHTC investments are the tax credits, tax benefits due to passive losses on the investments, and development and operating cash flows. We have consolidated LIHTC investments in which we are the general partner or managing member and have a limited partnership interest or non-managing member interest that could potentially absorb losses or receive benefits that are significant. The assets are primarily included in Equity investments and Other assets on our Consolidated Balance Sheet with the liabilities classified in Other liabilities and third party investors’ interests included in the Equity section as Noncontrolling interests. Neither creditors nor equity investors in the LIHTC investments have any recourse to our general credit. There are no terms or conditions that have required or could require us, as the primary beneficiary, to provide financial support. Also, we have not provided nor do we intend to provide financial or other support to the limited partnership or LLC that we are not contractually obligated to provide. The consolidated aggregate assets and liabilities of these LIHTC investments are provided in the Consolidated VIEs table and reflected in the “Other” business segment.

We also have LIHTC investments in which we are not the general partner and do not have the right to make decisions that will most significantly impact the economic performance of the entity. Accordingly, we are not the primary beneficiary of these investments and thus they are not consolidated. These investments are disclosed in the Non-Consolidated VIEs table. The table also reflects our maximum exposure to loss. Our maximum exposure to loss is equal to our legally binding equity commitments adjusted for recorded impairment and

partnership results. We use the equity method to account for our investment in these entities with the investments reflected in Equity investments on our Consolidated Balance Sheet. In addition, we increase our recognized investments and recognize a liability for all legally binding unfunded equity commitments. These liabilities are reflected in Other liabilities on our Consolidated Balance Sheet.

CREDIT RISK TRANSFER TRANSACTION

National City Bank (which merged into PNC Bank, N.A. in November 2009) sponsored an SPE and concurrently entered into a credit risk transfer agreement with an independent third party to mitigate credit losses on a pool of nonconforming residential mortgage loans originated by its former First Franklin business unit. The SPE or VIE was formed with a small equity contribution and was structured as a bankruptcy-remote entity so that its creditors have no recourse to the sponsor. In exchange for a perfected security interest in the cash flows of the nonconforming mortgage loans, the SPE issued asset-backed securities to the sponsor in the form of senior, mezzanine, and subordinated equity notes.

The credit risk transfer agreement associated with this transaction is no longer outstanding as a result of certain actions taken by us and the independent third-party in 2009. Refer to our 2009 Form 10-K for further details of these actions. We continue to hold all asset-backed securities issued by the SPE and are also the depositor in this transaction. As a result, we are deemed the primary beneficiary of the SPE. Our rights as depositor give us the power to direct the activities of the SPE that most significantly affect its economic performance and our holding of all asset-backed securities gives us the obligation to absorb or receive expected losses or residual returns that are significant to the SPE. Accordingly, this SPE is consolidated and all of the entity’s assets, liabilities, and equity associated with the securities held by us are intercompany balances and are eliminated in consolidation. The underlying assets of the consolidated SPE are restricted only for payment of the asset-backed securities issued by the SPE. We are not required to nor have we provided additional financial support to the SPE.

In October 2010, the governing documents were amended to give PNC the option to unilaterally terminate the securitization structure. On October 28, 2010, PNC exercised its option to terminate the securitization structure. The dissolution of the structure did not have any impact on the statement of financial condition, liquidity, or cash flows of PNC.


 

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RESIDENTIAL AND COMMERCIAL MORTGAGE-BACKED SECURITIZATIONS

In connection with each Agency and Non-Agency securitization discussed above, we evaluate each SPE utilized in these transactions for consolidation. In performing these assessments, we evaluate our level of continuing involvement in these transactions as the magnitude of our involvement ultimately determines whether or not we hold a variable interest and/or are the primary beneficiary of the SPE. Factors we consider in our consolidation assessment include the significance of (1) our role as servicer, (2) our holdings of mortgage-backed securities issued by the securitization SPE, and (3) the rights of third-party variable interest holders.

Our first step in our assessment is to determine whether we hold a variable interest in the securitization SPE. We hold a variable interest in an Agency and Non-Agency securitization SPE through our holding of mortgage-backed securities issued by the SPE and/or our recourse obligations. Each SPE in which we hold a variable interest is evaluated to determine whether we are the primary beneficiary of the entity. For Agency securitization transactions, our contractual role as servicer does not give us the power to direct the activities that most significantly affect the economic performance of the SPEs. Thus, we are not the primary beneficiary of these entities. For Non-Agency securitization transactions, we would be the primary beneficiary to the extent our servicing activities give us the power to direct the activities that most significantly affect the economic performance of the SPE and we hold a more than insignificant variable interest in the entity. At September 30, 2010, our level of continuing involvement in Non-Agency securitization SPEs did not result in PNC being deemed the primary beneficiary of any of these entities. Details about the Agency and Non-Agency securitization SPEs where we hold a variable interest and are not the primary beneficiary are included in the table above. Our maximum exposure to loss as a result of our involvement with these SPEs is the carrying value of the mortgage-backed securities, servicing assets, servicing advances, and our liabilities associated with our recourse obligations. Creditors of the securitization SPEs have no recourse to PNC’s assets or general credit.

NOTE 4 LOANS AND COMMITMENTS TO EXTEND CREDIT

Loans outstanding were as follows:

 

In millions    September 30
2010
     December 31
2009
 

Commercial

   $ 53,188       $ 54,818   

Commercial real estate

     19,091         23,131   

Consumer

     54,956         53,582   

Residential real estate

     16,484         19,810   

Equipment lease financing

     6,408         6,202   

Total loans (a)

   $ 150,127       $ 157,543   
(a) Net of unearned income, net deferred loan fees, unamortized discounts and premiums, and purchase discounts and premiums totaling $2.8 billion and $3.2 billion at September 30, 2010 and December 31, 2009, respectively.

 

Future accretable discounts related to purchased impaired loans are not included in loans outstanding.

At September 30, 2010, we pledged $11.9 billion of loans to the Federal Reserve Bank and $26.6 billion of loans to the Federal Home Loan Bank as collateral for the contingent ability to borrow, if necessary. The comparable amounts at December 31, 2009 were $18.8 billion and $32.6 billion, respectively.

Certain loans are accounted for at fair value with changes in the fair value reported in current period earnings. The fair value of these loans was $90 million, or less than 1% of the total loan portfolio, at September 30, 2010.

Net Unfunded Credit Commitments

 

In millions   

September 30

2010

     December 31
2009
 

Commercial and commercial real estate (a) (b)

   $ 59,834       $ 60,143   

Home equity lines of credit

     19,500         20,367   

Consumer credit card line and other unsecured lines

     16,478         18,800   

Other

     1,335         1,485   

Total

   $ 97,147       $ 100,795   
(a) Amount related to purchased customer receivables totaled $3.4 billion at September 30, 2010 due to the January 1, 2010 consolidation of Market Street.
(b) Amount related to Market Street totaled $5.6 billion at December 31, 2009. This amount was eliminated as of September 30, 2010 due to the consolidation of Market Street.

Commitments to extend credit represent arrangements to lend funds or provide liquidity subject to specified contractual conditions. At September 30, 2010 commercial commitments are reported net of $15.3 billion of participations, assignments and syndications, primarily to financial institutions. The comparable amount at December 31, 2009 was $13.2 billion.

Commitments generally have fixed expiration dates, may require payment of a fee, and contain termination clauses in the event the customer’s credit quality deteriorates. Based on our historical experience, most commitments expire unfunded, and therefore cash requirements are substantially less than the total commitment.


 

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NOTE 5 ASSET QUALITY

The following amounts exclude purchased impaired loans acquired in connection with the December 31, 2008 National City acquisition. See Note 6 Purchased Impaired Loans Related to National City for further information.

Nonperforming Assets

 

Dollars in millions   September 30,
2010
    December 31,
2009
 

Nonaccrual loans

     

Commercial

  $ 1,530      $ 1,806   

Commercial real estate

    1,989        2,140   

Equipment lease financing

    104        130   

TOTAL COMMERCIAL LENDING

    3,623        4,076   

Consumer

     

Home equity

    406        356   

Other

    38        36   

Total consumer

    444        392   

Residential real estate

     

Residential mortgage

    727        955   

Residential construction

    42        248   

Total residential real estate

    769        1,203   

TOTAL CONSUMER LENDING

    1,213        1,595   

Total nonaccrual/nonperforming loans

    4,836        5,671   

Foreclosed and other assets

     

Commercial lending

    366        266   

Consumer lending

    467        379   

Total foreclosed and other assets

    833        645   

Total nonperforming assets

  $ 5,669      $ 6,316   

Nonperforming loans to total loans

    3.22     3.60

Nonperforming assets to total loans and foreclosed and other assets

    3.76        3.99   

Nonperforming assets to total assets

    2.18        2.34   

Loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties are considered troubled debt restructurings (TDRs). TDRs typically result from our loss mitigation activities and could include rate reductions, principal forgiveness, forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. Total nonperforming loans in the table above include TDRs of $595 million at September 30, 2010 and $440 million at December 31, 2009.

TDRs returned to performing (accrual) status totaled $425 million at September 30, 2010 and are excluded from nonperforming loans. These loans have demonstrated a period of at least six months of performance under the modified terms.

In addition, credit cards and certain small business and consumer credit agreements whose terms have been modified totaled $315 million at September 30, 2010 and are TDRs. However, since our policy is to exempt these loans from being

placed on nonaccrual status as permitted by regulatory guidance as these loans are directly charged off in the period that they become 180 days past due, these loans are excluded from nonperforming loans.

Net interest income less the provision for credit losses was $5.0 billion for the first nine months of 2010 compared with $3.9 billion for the first nine months of 2009. Comparable amounts for the third quarter of 2010 and the third quarter of 2009 were $1.7 billion and $1.3 billion, respectively.

Rollforward of Allowance for Loan and

Lease Losses

 

In millions    2010     2009  

January 1

   $ 5,072      $ 3,917   

Charge-offs

     (2,568     (2,131

Recoveries

     423        255   

Net charge-offs

     (2,145     (1,876

Provision for credit losses

     2,060        2,881   

Acquired allowance (a)

       (114

Adoption of ASU 2009-17, Consolidations

     141       

Divestiture

       (18

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

     103        20   

September 30

   $ 5,231      $ 4,810   

 

(a) Reflects adjustments to the National City allowance acquired December 31, 2008 due to additional impairment of loans effective at that date.

Rollforward of Allowance for Unfunded Loan

Commitments and Letters of Credit

 

In millions    2010     2009  

January 1

   $ 296      $ 344   

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

     (103     (20

September 30

   $ 193      $ 324   

Originated Impaired Loans exclude leases and smaller homogeneous type loans as well as purchased impaired loans related to our acquisition of National City, but include acquired loans that are impaired subsequent to acquisition. We did not recognize any interest income on Originated Impaired Loans, including TDRs that have not returned to performing status, while they were impaired in the first nine months of 2010 or 2009. The following table provides further detail on Originated Impaired Loans individually evaluated for reserves and the associated allowance for loan losses:

Originated Impaired Loans (a)

 

In millions    Sept. 30
2010
     Dec. 31
2009
 

Impaired loans with an associated reserve

   $ 3,752       $ 3,475   

Impaired loans without an associated reserve

     289         471   

Total impaired loans

   $ 4,041       $ 3,946   

Specific allowance for credit losses (b)

   $ 1,400       $ 1,148   

Average impaired loan balance (c)

   $ 4,241       $ 2,664   
(a) Purchased impaired loans related to our acquisition of National City are excluded from this table and are disclosed in Note 6 Purchased Impaired Loans Related to National City.
(b) Amounts include $516 million at September 30, 2010 for TDRs.
(c) Nine-month average for each year.

 

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NOTE 6 PURCHASED IMPAIRED LOANS

RELATED TO NATIONAL CITY

As further described in Note 6 of the 2009 Form 10-K, at December 31, 2008, we identified certain loans related to the National City acquisition, for which there was evidence of credit quality deterioration since origination and it was probable that we would be unable to collect all contractually required principal and interest payments. GAAP requires these loans to be recorded at fair value at acquisition date and prohibits the “carrying over” or the creation of valuation allowances in the initial accounting for such loans acquired in a transfer.

Purchased Impaired Loans

 

    September 30, 2010     December 31, 2009  
In millions   Recorded
Investment
    Outstanding
Balance
    Recorded
Investment
    Outstanding
Balance
 

Commercial

  $ 353      $ 526      $ 531      $ 921   

Commercial real estate

    1,206        1,679        1,636        2,600   

Consumer

    3,112        4,343        3,457        5,097   

Residential real estate

    3,459        4,072        4,663        6,620   

Total

  $ 8,130      $ 10,620      $ 10,287      $ 15,238   

During the first nine months of 2010, the recorded investment of purchased impaired loans decreased by a net $2.2 billion as a result of payments and other exit activities partially offset by accretion of purchase accounting discount.

The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan using the constant effective yield method. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. Changes in the expected cash flows of individual commercial or pooled consumer purchased impaired loans from the date of acquisition will either impact the accretable yield or result in an impairment charge to the provision for credit losses in the

period in which the changes become probable. Subsequent decreases to the net present value of expected cash flows will generally result in an impairment charge to the provision for credit losses, resulting in an increase to the allowance for loan and lease losses, and a reclassification from accretable yield to nonaccretable difference. Prepayments and interest rate decreases for variable rate notes are treated as a reduction of cash flows expected to be collected and a reduction of projections of contractual cash flows such that the nonaccretable difference is not affected. Thus, for decreases in cash flows expected to be collected resulting from prepayments and interest rate decreases for variable rate notes, the effect will be to reduce the yield prospectively. During the first nine months of 2010, $508 million of provision and $158 million of charge-offs were recorded on impaired loans. As of September 30, 2010, decreases in the net present value of expected cash flows of purchased impaired loans resulted in an allowance for loan and lease losses of $906 million on $7.1 billion of the impaired loans while the remaining $1.0 billion of impaired loans required no allowance as net present value of expected cash flows improved or remained the same. Subsequent increases in the net present value of cash flows will result in a recovery of any previously recorded allowance for loan and lease losses, to the extent applicable, and a reclassification from nonaccretable difference to accretable yield, which is recognized prospectively. Disposals of loans, which may include sales of loans or foreclosures, result in removal of the loan from the purchased impaired loan portfolio at its carrying amount.

Activity for the accretable yield for the first nine months of 2010 follows.

Accretable Yield

 

In millions    2010  

January 1

   $ 3,502   

Accretion (including cash recoveries)

     (1,060

Net reclassifications to accretable from non-accretable

     73   

Disposals

     (187

September 30

   $ 2,328   

 

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NOTE 7 INVESTMENT SECURITIES

Investment Securities Summary

 

     Amortized      Unrealized      Fair  
In millions    Cost      Gains      Losses      Value  

September 30, 2010

             
 

SECURITIES AVAILABLE FOR SALE

             

Debt securities

             

US Treasury and government agencies

   $ 7,546       $ 337          $ 7,883   

Residential mortgage-backed

             

Agency

     28,470         716       $ (93      29,093   

Non-agency

     8,663         241         (1,323      7,581   

Commercial mortgage-backed

             

Agency

     1,560         81            1,641   

Non-agency

     1,795         75         (17      1,853   

Asset-backed

     2,897         46         (241      2,702   

State and municipal

     1,578         80         (57      1,601   

Other debt

     3,157         144         (4      3,297   

Total debt securities

     55,666         1,720         (1,735      55,651   

Corporate stocks and other

     399                           399   

Total securities available for sale

   $ 56,065       $ 1,720       $ (1,735    $ 56,050   

SECURITIES HELD TO MATURITY

             

Debt securities

             

Commercial mortgage-backed (non-agency)

   $ 4,378       $ 241       $ (1    $ 4,618   

Asset-backed

     3,024         80            3,104   

Other debt

     9         2                  11   

Total securities held to maturity

   $ 7,411       $ 323       $ (1    $ 7,733   
 

December 31, 2009

             
 

SECURITIES AVAILABLE FOR SALE

             

Debt securities

             

US Treasury and government agencies

   $ 7,548       $ 20       $ (48    $ 7,520   

Residential mortgage-backed

             

Agency

     24,076         439         (77      24,438   

Non-agency

     10,419         236         (2,353      8,302   

Commercial mortgage-backed

             

Agency

     1,299         10         (12      1,297   

Non-agency

     4,028         42         (222      3,848   

Asset-backed

     2,019         30         (381      1,668   

State and municipal

     1,346         58         (54      1,350   

Other debt

     1,984         38         (7      2,015   

Total debt securities

     52,719         873         (3,154      50,438   

Corporate stocks and other

     360                           360   

Total securities available for sale

   $ 53,079       $ 873       $ (3,154    $ 50,798   

SECURITIES HELD TO MATURITY

             

Debt securities

             

Commercial mortgage-backed (non-agency)

   $ 2,030       $ 195          $ 2,225   

Asset-backed

     3,040         109       $ (13      3,136   

Other debt

     159         1                  160   

Total securities held to maturity

   $ 5,229       $ 305       $ (13    $ 5,521   

 

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The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. 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, unless credit-related.

In March 2010, we transferred $2.2 billion of available for sale commercial mortgage-backed non-agency securities to the held to maturity portfolio. The reclassification was made at fair value at the date of transfer. Net pretax unrealized gains in accumulated other comprehensive loss totaled $92 million at the transfer date and will be accreted over the remaining life of the related securities as an adjustment of yield in a manner consistent with the amortization of the premium on the same transferred securities, resulting in no impact on net income.

The following table presents gross unrealized loss and fair value of securities available for sale at September 30, 2010 and December 31, 2009. The securities are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and twelve months or more based on the point in time the fair value declined below the amortized cost basis. The table includes debt securities where a portion of other-than-temporary impairment (OTTI) has been recognized in accumulated other comprehensive loss. The gross unrealized loss on debt securities held to maturity was $1 million at September 30, 2010 and $13 million at December 31, 2009 with the majority of positions in a continuous loss position for less than 12 months.

Gross Unrealized Loss and Fair Value of Securities Available for Sale

 

In millions    Unrealized loss position less
than 12 months
     Unrealized loss position 12
months or more
     Total  
      Unrealized
Loss
    Fair
Value
     Unrealized
Loss
    Fair
Value
     Unrealized
Loss
    Fair
Value
 

September 30, 2010

                

Debt securities

                

Residential mortgage-backed

                

Agency

   $ (76   $ 6,823       $ (17   $ 275       $ (93   $ 7,098   

Non-agency

     (24     155         (1,299     6,072         (1,323     6,227   

Commercial mortgage-backed

                

Non-agency

     (2     66         (15     225         (17     291   

Asset-backed

     (15     371         (226     801         (241     1,172   

State and municipal

     (3     235         (54     250         (57     485   

Other debt

     (1     82         (3     11         (4     93   

Total

   $ (121   $ 7,732       $ (1,614   $ 7,634       $ (1,735   $ 15,366   
 

December 31, 2009

                

Debt securities

                

US Treasury and government agencies

   $ (48   $ 4,015            $ (48   $ 4,015   

Residential mortgage-backed

                

Agency

     (76     6,960       $ (1   $ 56         (77     7,016   

Non-agency

     (7     79         (2,346     7,223         (2,353     7,302   

Commercial mortgage-backed

                

Agency

     (12     779              (12     779   

Non-agency

     (3     380         (219     1,353         (222     1,733   

Asset-backed

     (1     142         (380     1,153         (381     1,295   

State and municipal

     (1     49         (53     285         (54     334   

Other debt

     (3     299         (4     18         (7     317   

Total

   $ (151   $ 12,703       $ (3,003   $ 10,088       $ (3,154   $ 22,791   

 

Evaluating Investments for Other-than-Temporary Impairments

For the securities in the above table, as of September 30, 2010 we do not intend to sell and have determined it is not more likely than not we will be required to sell the securities prior to recovery of the amortized cost basis.

On at least a quarterly basis, we conduct a comprehensive security-level assessment on all securities in an unrealized loss position to determine if OTTI exists. An unrealized loss exists

when the current fair value of an individual security is less than its amortized cost basis. An OTTI loss must be recognized for a debt security in an unrealized loss position if we intend to sell the security or it is more likely than not we will be required to sell the security prior to recovery of its amortized cost basis. In this situation, the amount of loss recognized in income is equal to the difference between the fair value and the amortized cost basis of the security. Even if we do not expect to sell the security, we must evaluate the expected cash flows to be received to determine if we believe


 

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a credit loss has occurred. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized in income. The portion of the unrealized loss relating to other factors, such as liquidity conditions in the market or changes in market interest rates, is recorded in accumulated other comprehensive loss.

Equity securities are also evaluated to determine whether the unrealized loss is expected to be recoverable based on whether evidence exists to support a realizable value equal to or greater than the cost basis. If it is probable that we will not recover the amortized cost basis, taking into consideration the estimated recovery period and our ability to hold the equity security until recovery, OTTI is recognized in earnings equal to the difference between the fair value and the amortized cost basis of the security.

The security-level assessment is performed on each security, regardless of the classification of the security as available for sale or held to maturity. Our assessment considers the security structure, recent security collateral performance metrics if applicable, external credit ratings, failure of the issuer to make scheduled interest or principal payments, our judgment and expectations of future performance, and relevant independent industry research, analysis and forecasts. We also consider the severity of the impairment and the length of time the security has been impaired in our assessment. Results of the periodic assessment are reviewed by a cross-functional senior management team representing Asset & Liability Management, Finance, and Balance Sheet Risk Management. The senior management team considers the results of the assessments, as well as other factors, in determining whether the impairment is other-than-temporary.

For debt securities, a critical component of the evaluation for OTTI is the identification of credit-impaired securities, where management does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security. The paragraphs below describe our process for identifying credit impairment for our most significant categories of securities not backed by the US government or its agencies.

Non-Agency Residential Mortgage-Backed Securities and Asset-Backed Securities Collateralized by First-Lien and Second-Lien Residential Mortgage Loans

To measure credit losses for these securities, we compile relevant collateral details and performance statistics on a security-by-security basis. The securities are then processed through a series of pre-established filters based upon ratings, collateral performance, projected losses, market prices and

judgment to identify bonds that have the potential to be credit impaired.

Securities not passing all of the filters are subjected to further analysis. Cash flows are projected for the underlying collateral and are applied to the securities according to the deal structure using a third-party default model. Collateral cash flows are estimated using assumptions for prepayment rates, future defaults, and loss severity rates. The assumptions are security specific and are based on collateral characteristics, historical performance, and future expected performance. Based on the results of the cash flow analysis, we determine whether we will recover the amortized cost basis of our security.

Credit Impairment Assessment Assumptions – Non-Agency Residential Mortgage-Backed and Asset-Backed Securities (a)

 

September 30, 2010    Range    

Weighted-

average (b)

 

Long-term prepayment rate (annual CPR)

      

Prime

     7-20     14

Alt-A

     3-12        5   

Remaining collateral expected to default

      

Prime

     0-52     20

Alt-A

     0-82        44   

Loss severity

      

Prime

     15-60     44

Alt-A

     27-80        56   
(a) Collateralized by first and second-lien non-agency residential mortgage loans.
(b) Calculated by weighting the relevant assumption for each individual security by the current outstanding cost basis of the security.

Non-Agency Commercial Mortgage-Backed Securities

Credit losses on these securities are measured using property-level cash flow projections and forward-looking property valuations. Cash flows are projected using a detailed analysis of net operating income (NOI) by property type which, in turn, is based on the analysis of NOI performance over the past several business cycles combined with PNC’s economic outlook for the current cycle. Loss severities are based on property price projections, which are calculated using capitalization rate projections. The capitalization rate projections are based on a combination of historical capitalization rates and expected capitalization rates implied by current market activity, our outlook and relevant independent industry research, analysis and forecast. Securities exhibiting weaker performance within the model are subject to further analysis. This analysis is performed at the loan level, and includes assessing local market conditions, reserves, occupancy, rent rolls and master/special servicer details.


 

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During the third quarter and first nine months of 2010 and 2009, the OTTI credit losses recognized in noninterest income related to estimated credit losses on securities that we do not expect to sell were as follows:

Summary of OTTI Credit Losses Recognized in Earnings

 

    Three months ended September 30     Nine months ended September 30  
In millions             2010               2009               2010               2009  

Available for sale securities:

           

Non-agency residential mortgage-backed

  $ (57   $ (92   $ (211   $ (340

Non-agency commercial mortgage-backed

          (3     (6

Asset-backed

    (14     (34     (67     (76

Other debt

      (3       (7

Marketable equity securities

                            (4

Total

  $ (71   $ (129   $ (281   $ (433

Summary of OTTI Noncredit Losses Included in Accumulated Other Comprehensive Loss

 

    Three months ended September 30     Nine months ended September 30  
In millions           2010             2009             2010             2009  

Total

  $ (46   $ (272   $ (194   $ (1,107

The following table presents a rollforward of the cumulative OTTI credit losses recognized in earnings for all debt securities for which a portion of an OTTI loss was recognized in accumulated other comprehensive loss:

Rollforward of Cumulative OTTI Credit Losses Recognized in Earnings

 

In millions    Non-agency
residential
mortgage-backed
    Non-agency
commercial
mortgage-backed
    Asset-backed     Other debt     Total  

For the three months ended September 30, 2010

            

June 30, 2010

   $ (621   $ (9   $ (198   $ (12   $ (840

Loss where impairment was not previously recognized

     (15           (15

Additional loss where credit impairment was previously recognized

     (42             (14             (56

September 30, 2010

   $ (678   $ (9   $ (212   $ (12   $ (911

 

In millions    Non-agency
residential
mortgage-backed
    Non-agency
commercial
mortgage-backed
    Asset-backed     Other debt     Total  

For the three months ended September 30, 2009

            

June 30, 2009

   $ (284   $ (6   $ (75   $ (4   $ (369

Loss where impairment was not previously recognized

     (37       (20       (57

Additional loss where credit impairment was previously recognized

     (55             (14     (3     (72

September 30, 2009

   $ (376   $ (6   $ (109   $ (7   $ (498

 

In millions    Non-agency
residential
mortgage-backed
    Non-agency
commercial
mortgage-backed
    Asset-backed     Other debt     Total  

For the nine months ended September 30, 2010

            

December 31, 2009

   $ (479   $ (6   $ (145   $ (12   $ (642

Loss where impairment was not previously recognized

     (41     (3     (11       (55

Additional loss where credit impairment was previously recognized

     (170       (56       (226

Reduction due to credit impaired securities sold

     12                                12   

September 30, 2010

   $ (678   $ (9   $ (212   $ (12   $ (911

 

In millions    Non-agency
residential
mortgage-backed
    Non-agency
commercial
mortgage-backed
    Asset-backed     Other debt     Total  

For the nine months ended September 30, 2009 (a)

            

December 31, 2008

   $ (35     $ (34     $ (69

Loss where impairment was not previously recognized

     (192   $ (6     (54   $ (4     (256

Additional loss where credit impairment was previously recognized

     (149             (21     (3     (173

September 30, 2009

   $ (376   $ (6   $ (109   $ (7   $ (498

 

(a) Excludes OTTI credit losses related to equity securities totaling $4 million.

 

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Information relating to gross realized securities gains and losses from the sales of securities is set forth in the following table.

Gains (Losses) on Sales of Securities Available for Sale

 

Nine months ended

September 30

In millions

   Proceeds     

Gross

Gains

    

Gross

Losses

    Net
Gains
    

Tax

Expense

 

2010

   $ 18,285       $ 421       $ (63   $ 358       $ 125   

2009

     12,655         421         (15     406         142   

The following table presents, by remaining contractual maturity, the amortized cost, fair value and weighted-average yield of debt securities at September 30, 2010.

Contractual Maturity of Debt Securities

 

September 30, 2010

Dollars in millions

   1 Year or Less     After 1 Year
through 5 Years
    After 5 Years
through 10 Years
    After 10
Years
    Total  

SECURITIES AVAILABLE FOR SALE

            

US Treasury and government agencies

   $ 9      $ 4,200      $ 2,848      $ 489      $ 7,546   

Residential mortgage-backed

            

Agency

       42        1,398        27,030        28,470   

Non-agency

         39        8,624        8,663   

Commercial mortgage-backed

            

Agency

     1        425        1,129        5        1,560   

Non-agency

       57          1,738        1,795   

Asset-backed

     1        294        405        2,197        2,897   

State and municipal

     52        150        196        1,180        1,578   

Other debt

     6        2,696        263        192        3,157   

Total debt securities available for sale

   $ 69      $ 7,864      $ 6,278      $ 41,455      $ 55,666   

Fair value

   $ 69      $ 8,078      $ 6,638      $ 40,866      $ 55,651   

Weighted-average yield, GAAP basis

     3.71     2.54     3.59     4.39     4.04

SECURITIES HELD TO MATURITY

            

Commercial mortgage-backed (non-agency)

     $ 212      $ 72      $ 4,094      $ 4,378   

Asset-backed

   $ 43        2,265        348        368        3,024   

Other debt

             1        6        2        9   

Total debt securities held to maturity

   $ 43      $ 2,478      $ 426      $ 4,464      $ 7,411   

Fair value

   $ 43      $ 2,563      $ 440      $ 4,687      $ 7,733   

Weighted-average yield, GAAP basis

     2.77     2.86     2.56     4.91     4.08

Based on current interest rates and expected prepayment speeds, the weighted-average expected maturity of mortgage and other asset-backed debt securities were as follows as of September 30, 2010:

Weighted-Average Expected Maturity of Mortgage and Other Asset-Backed Debt Securities

 

      September 30,
2010
 

Agency mortgage-backed securities

     3.8 years   

Non-agency mortgage-backed securities

     4.5 years   

Agency commercial mortgage-backed securities

     5.6 years   

Non-agency commercial mortgage-backed securities

     3.5 years   

Asset-backed securities

     3.3 years   

Weighted-average yields are based on historical cost with effective yields weighted for the contractual maturity of each security.

 

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The following table presents the fair value of securities that have been either pledged to or accepted from others to collateralize outstanding borrowings.

Fair Value of Securities Pledged and Accepted as Collateral

 

In millions    September 30,
2010
     December 31,
2009
 

Pledged to others

   $ 28,717       $ 23,368   

Accepted from others:

       

Permitted by contract or custom to sell or repledge

     2,001         2,357   

Permitted amount repledged to others

     672         1,283   

The securities pledged to others include positions held in our portfolio of investment securities, trading securities, and securities accepted as collateral from others that we are permitted by contract or custom to sell or repledge, and were used to secure public and trust deposits, repurchase agreements, and for other purposes. The securities accepted from others that we are permitted by contract or custom to sell or repledge are a component of Federal funds sold and resale agreements on our Consolidated Balance Sheet.

 

NOTE 8 FAIR VALUE

Fair Value Measurement

Fair value is defined in GAAP 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. GAAP 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.

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 agency 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 agency residential and commercial mortgage-backed debt securities, asset-backed securities, corporate debt securities, residential mortgage loans held for sale, 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 available for sale and trading securities, commercial mortgage loans held for sale, private equity investments, residential mortgage servicing rights, BlackRock Series C Preferred Stock and certain financial derivative contracts. The available for sale and trading securities within Level 3 include non-agency residential mortgage-backed securities, auction rate securities, certain private-issuer asset-backed securities and corporate debt securities. Nonrecurring items, primarily certain nonaccrual and other loans held for sale, commercial mortgage servicing rights, equity investments and other assets are also included in this category.

We characterize active markets as those where transaction volumes are sufficient to provide objective pricing information, with reasonably narrow bid/ask spreads and where dealer quotes received do not vary widely and are based on current information. Inactive markets are typically characterized by low transaction volumes, price quotations which vary substantially among market participants or are not based on current information, wide bid/ask spreads, a significant increase in implied liquidity risk premiums, yields, or performance indicators for observed transactions or quoted prices compared to historical periods, a significant decline or absence of a market for new issuance, or any combination of the above factors. We also consider nonperformance risks including credit risk as part of our valuation methodology for all assets and liabilities measured at fair value.


 

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Any models used to determine fair values or to validate dealer quotes based on the descriptions below are subject to review and independent testing as part of our model validation and internal control testing processes. Our Model Validation Committee tests significant models 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 Available for Sale and Trading Securities

Securities measured at fair value include both the available for sale and trading portfolios. We use prices obtained from pricing services, dealer quotes or recent trades to determine the fair value of securities. For 55% of our positions, we use prices obtained from pricing services provided by the Barclay’s Capital Index and Interactive Data Corp. (IDC). For 15% of our positions, we use prices obtained from the pricing services as the primary input into the valuation process. Barclay’s Capital Index prices are set with reference to market activity for highly liquid assets such as agency mortgage-backed securities, and matrix pricing for other assets, such as CMBS and asset-backed securities. IDC primarily uses pricing models considering adjustments for ratings, spreads, matrix pricing and prepayments for the instruments we value using this service, such as non-agency residential mortgage-backed securities, agency adjustable rate mortgage securities, agency CMOs and municipal bonds. Dealer quotes received are typically non-binding and corroborated with other dealer or market quotes, by reviewing valuations of comparable instruments, or by comparison to internal valuations. In circumstances where relevant 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.

The valuation techniques used for securities classified as Level 3 include using a discounted cash flow approach or, in certain instances, identifying a proxy security, market transaction or index. For certain security types, primarily non-agency residential securities, the fair value methodology incorporates values obtained from a discounted cash flow model. The modeling process incorporates assumptions management believes willing market participants would use to value the security under current market conditions. The assumptions used include prepayment projections, credit loss assumptions, and discount rates, which include a risk premium due to liquidity and uncertainty that are based on both observable and unobservable inputs. We use the discounted cash flow analysis, in conjunction with other relevant pricing information obtained from either pricing services or broker quotes to establish the fair value that management believes is representative under current market conditions. For purposes of determining fair value at September 30, 2010, the relevant pricing service information was the predominant input.

In the proxy approach, the proxy selected generally has similar credit, tenor, duration, pricing and structuring attributes to the PNC position. The price, market spread, or

yield on the proxy is then used to calculate an indicative market price for the security. Depending on the nature of the PNC position and its attributes relative to the proxy, management may make additional adjustments to account for market conditions, liquidity, and nonperformance risk, based on various inputs including recent trades of similar securities, single dealer quotes, and/or other observable and unobservable inputs.

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 including credit risk as appropriate. Our nonperformance risk adjustment is computed using new loan pricing and considers externally available bond spreads, in conjunction with internal historical recovery observations. The credit risk adjustment is not currently material to the overall derivatives valuation.

Residential Mortgage Loans Held for Sale

We have elected to account for certain residential mortgage loans originated for sale on a recurring basis at fair value. At December 31, 2009, all residential mortgage loans held for sale were at fair value. Residential mortgage loans are valued based on quoted market prices, where available, prices for other traded mortgage loans with similar characteristics, and purchase commitments and bid information received from market participants. These loans are regularly traded in active markets and observable pricing information is available from market participants. The prices are adjusted as necessary to include the embedded servicing value in the loans and to take into consideration the specific characteristics of certain loans that are priced based on the pricing of similar loans. These adjustments represent unobservable inputs to the valuation but are not considered significant to the fair value of the loans. Accordingly, residential mortgage loans held for sale are classified as Level 2.

Residential Mortgage Servicing Rights

Residential mortgage servicing rights (MSRs) are carried at fair value on a recurring basis. Currently, these residential MSRs do not trade in an active open market with readily observable prices. Although sales of servicing assets do occur, the precise terms and conditions typically would not be available. Accordingly, management determines the fair value


 

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of its residential MSRs using a discounted cash flow model incorporating assumptions about loan prepayment rates, discount rates, servicing costs, and other economic factors. As part of the pricing process, management compares its fair value estimates to third-party valuations on a quarterly basis to assess the reasonableness of the fair values calculated by its internal valuation models. Due to the nature of the valuation inputs, residential MSRs are classified as Level 3.

Commercial Mortgage Loans Held for Sale

We account for certain commercial mortgage loans classified as held for sale at fair value. The election of the fair value option aligns the accounting for the commercial mortgages with the related hedges. At origination, these loans were intended for securitization.

Due to inactivity in the CMBS securitization market in 2010 and 2009, we determine the fair value of commercial mortgage loans held for sale by using a whole loan methodology. Fair value is determined using sale valuation assumptions that management believes a market participant would use in pricing the loans. When available, valuation assumptions included observable inputs based on whole loan sales. Adjustments are made to these assumptions to account for situations when uncertainties exist, including market conditions and liquidity. Credit risk is included as part of our valuation process for these loans by considering expected rates of return for market participants for similar loans in the marketplace. Based on the significance of unobservable inputs, we classified this portfolio as Level 3.

Equity Investments

The valuation of direct and indirect 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 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. We value indirect investments in private equity funds based on net asset value as provided in the financial statements that we receive from their managers. Due to the time lag in our receipt of the financial information and based on a review of investments and valuation techniques applied, adjustments to the manager-provided value are made when available recent portfolio company information or market information indicates a significant change in value from that provided by the manager of the fund. These investments are classified as Level 3.

Customer Resale Agreements

We have elected to account for structured resale agreements, which are economically hedged using free-standing financial derivatives, at fair value. The fair value for structured resale agreements is determined using a model which includes observable market data such as interest rates as inputs. Readily observable market inputs to this model can be validated to external sources, including yield curves, implied volatility or other market-related data. These instruments are classified as Level 2.

BlackRock Series C Preferred Stock

We have elected to account for the 2.9 million shares of the BlackRock Series C Preferred Stock received in a stock exchange with BlackRock at fair value. The Series C Preferred Stock economically hedges the BlackRock LTIP liability that is accounted for as a derivative. The fair value of the Series C Preferred Stock is determined using a third-party modeling approach, which includes both observable and unobservable inputs. This approach considers expectations of a default/liquidation event and the use of liquidity discounts based on our inability to sell the security at a fair, open market price in a timely manner. Although dividends are equal to common shares and other preferred series, significant transfer restrictions exist on our Series C shares for any purpose other than to satisfy the LTIP obligation. Due to the significance of unobservable inputs, this security is classified as Level 3.


 

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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, follow.

Fair Value Measurements – Summary

 

     September 30, 2010      December 31, 2009  
In millions    Level 1      Level 2      Level 3      Total Fair
Value
     Level 1      Level 2      Level 3      Total Fair
Value
 

Assets

                           

Securities available for sale

                           

US Treasury and government agencies

   $ 7,440       $ 443          $ 7,883       $ 7,026       $ 494          $ 7,520   

Residential mortgage-backed

                           

Agency

        29,093            29,093            24,433       $ 5         24,438   

Non-agency

         $ 7,581         7,581               8,302         8,302   

Commercial mortgage-backed

                           

Agency

        1,641            1,641            1,297            1,297   

Non-agency

        1,853            1,853            3,842         6         3,848   

Asset-backed

        1,577         1,125         2,702            414         1,254         1,668   

State and municipal

        1,368         233         1,601            1,084         266         1,350   

Other debt

              3,225         72         3,297                  1,962         53         2,015   

Total debt securities

     7,440         39,200         9,011         55,651         7,026         33,526         9,886         50,438   

Corporate stocks and other

     266         120         13         399         230         83         47         360   

Total securities available for sale

     7,706         39,320         9,024         56,050         7,256         33,609         9,933         50,798   

Financial derivatives (a) (b)

                           

Interest rate contracts

        7,564         113         7,677         25         3,630         47         3,702   

Other contracts

              172         7         179         2         209         3         214   

Total financial derivatives

              7,736         120         7,856         27         3,839         50         3,916   

Residential mortgage loans held for sale (c)

        1,777            1,777            1,012            1,012   

Trading securities (d)

                           

Debt (e)

     523         319         71         913         1,690         299         89         2,078   

Equity

     42                           42         46                           46   

Total trading securities

     565         319         71         955         1,736         299         89         2,124   

Residential mortgage servicing rights (f)

           788         788               1,332         1,332   

Commercial mortgage loans held for sale (c)

           1,028         1,028               1,050         1,050   

Equity investments

                           

Direct investments

           740         740               595         595   

Indirect investments (g)

                       635         635                           593         593   

Total equity investments

                       1,375         1,375                           1,188         1,188   

Customer resale agreements (h)

        921            921            990            990   

Loans (i)

        90            90            107            107   

Other assets

                           

BlackRock Series C Preferred Stock (j)

           354         354               486         486   

Other

              419         7         426                  207         23         230   

Total other assets

              419         361         780                  207         509         716   

Total assets

   $ 8,271       $ 50,582       $ 12,767       $ 71,620       $ 9,019       $ 40,063       $ 14,151       $ 63,233   

Liabilities

                           

Financial derivatives (b) (k)

                           

Interest rate contracts

      $ 5,687       $ 42       $ 5,729       $ 2       $ 3,185       $ 18       $ 3,205   

BlackRock LTIP

           354         354               486         486   

Other contracts

              143         7         150                  146         2         148   

Total financial derivatives

              5,830         403         6,233         2         3,331         506         3,839   

Trading securities sold short (l)

                           

Debt (e)

   $ 861         11            872         1,288         42            1,330   

Equity

                                         14                           14   

Total trading securities sold short

     861         11                  872         1,302         42                  1,344   

Other liabilities

              8                  8                  6                  6   

Total liabilities

   $ 861       $ 5,849       $ 403       $ 7,113       $ 1,304       $ 3,379       $ 506       $ 5,189   
(a) Included in Other assets on our Consolidated Balance Sheet.
(b) Amounts at September 30, 2010 and December 31, 2009 are presented gross and are not reduced by the impact of legally enforceable master netting agreements that allow PNC to net positive and negative positions and cash collateral held or placed with the same counterparty. At September 30, 2010 and December 31, 2009, respectively, the net asset amounts were $2.446 billion and $2.047 billion and the net liability amounts were $1.022 billion and $1.733 billion.
(c) Included in Loans held for sale on our Consolidated Balance Sheet. PNC has elected the fair value option for certain commercial and residential mortgage loans held for sale.

 

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(d) Fair value includes net unrealized losses of $4 million at September 30, 2010 and net unrealized gains of $9 million at December 31, 2009.
(e) Comprised primarily of US Treasury and government agencies securities.
(f) Included in Other intangible assets on our Consolidated Balance Sheet.
(g) The indirect equity funds are not redeemable, but PNC receives distributions over the life of the partnership from liquidation of the underlying investments by the investee.
(h) Included in Federal funds sold and resale agreements on our Consolidated Balance Sheet. PNC has elected the fair value option for these items.
(i) Included in Loans on our Consolidated Balance Sheet. PNC has elected the fair value option for residential mortgage loans originated for sale. Certain of these loans have been subsequently reclassified into portfolio loans.
(j) PNC has elected the fair value option for these shares.
(k) Included in Other liabilities on our Consolidated Balance Sheet.
(l) Included in Other borrowed funds on our Consolidated Balance Sheet.

Reconciliations of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the three months and nine months ended September 30, 2010 and 2009 follow.

Three Months Ended September 30, 2010

 

            Total realized / unrealized
gains or losses (a)
               

(*) Attributable to
unrealized gains
or losses
related to assets
and liabilities held at
September 30,
2010

 

Level 3 Instruments Only

In millions

   June 30,
2010
     Included in
earnings (*)
    Included in
other
comprehensive
income
    Purchases,
issuances, and
settlements,
net
    September 30,
2010 (d)
   

Assets

                 

Securities available for sale

                 

Residential mortgage- backed non-agency

   $ 7,635       $ (57   $ (90   $ 93      $ 7,581      $ (57

Asset-backed

     1,150         (14     18        (29     1,125        (14

State and municipal

     237           (4       233       

Other debt

     82           2        (12     72       

Corporate stocks and other

     47                         (34     13           

Total securities available for sale

     9,151         (71     (74     18        9,024        (71

Financial derivatives

     85         45          (10     120        42   

Trading securities – Debt

     73         1          (3     71       

Residential mortgage servicing rights

     963         (149       (26     788        (153

Commercial mortgage loans held for sale

     1,036         11          (19     1,028        17   

Equity investments

                 

Direct investments

     650         47          43        740        42   

Indirect investments

     618         26                (9     635        22   

Total equity investments

     1,268         73                34        1,375        64   

Other assets

                 

BlackRock Series C Preferred Stock

     298         56            354        56   

Other

     7                                 7           

Total other assets

     305         56                        361        56   

Total assets

   $ 12,881       $ (34   $ (74   $ (6   $ 12,767      $ (45

Total liabilities (c)

   $ 355       $ 52              $ (4   $ 403      $ 50   

 

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Three Months Ended September 30, 2009

 

            Total realized / unrealized
gains or losses (a)
                     

(*) Attributable to
unrealized gains
or losses
related to assets
and liabilities held
at September 30,
2009

 

Level 3 Instruments Only

In millions

   June 30,
2009
     Included in
earnings (*)
    Included in
other
comprehensive
income
    Purchases,
issuances, and
settlements,
net
    Transfers
into
Level 3,
net (b)
    September 30,
2009
   

Assets

                   

Securities available for sale

                   

Residential mortgage-backed agency

   $ 5               $ 5       

Residential mortgage-backed non-agency

     9,014       $ (92   $ 256      $ (498   $ 28        8,708      $ (92

Commercial mortgage-backed non-agency

     3,658           302        (211     2        3,751       

Asset-backed

     1,212         (34     66        (32       1,212        (34

State and municipal

     276           (2     (11       263       

Other debt

     53         (3     3        (2       51        (3

Corporate stocks and other

     50                         (2             48           

Total securities available for sale

     14,268         (129     625        (756     30        14,038        (129

Financial derivatives

     125         29          (46     (24     84        30   

Trading securities

                   

Debt

     97         3          (14       86        3   

Equity

     29         1                (12     (6     12        1   

Total trading securities

     126         4                (26     (6     98        4   

Residential mortgage servicing rights

     1,459         (176       (1       1,282        (179

Commercial mortgage loans held for sale

     1,179         30          (88       1,121        30   

Equity investments

     1,160         (1       1          1,160        (5

Other assets

                   

BlackRock Series C Preferred Stock

     367         87              454        87   

Other

     38                 9        (5             42           

Total other assets

     405         87        9        (5             496        87   

Total assets

   $ 18,722       $ (156   $ 634      $ (921           $ 18,279      $ (162

Total liabilities (c)

   $ 414       $ 101              $ (19   $ (1   $ 495      $ 99   
(a) Losses for assets are bracketed while losses for liabilities are not.
(b) PNC’s policy is to recognize transfers in and transfers out as of the end of the reporting period.
(c) Financial derivatives.
(d) There were no transfers into or out of Level 3 for the three months ended September 30, 2010.

 

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Nine Months Ended September 30, 2010

 

Level 3 Instruments Only

In millions

  

December 31,
2009

     Total realized / unrealized
gains or losses (a)
   

Purchases,
issuances, and
settlements,
net

   

Transfers
into
Level 3 (b)

    

Transfers
out of
Level 3 (b)

   

September 30,
2010

     (*) Attributable
to unrealized
gains or losses
related to
assets and
liabilities
held at
September 30,
2010
 
      Included in
earnings (*)
    Included in
other
comprehensive
income
             

Assets

                       

Securities available for sale

                       

Residential mortgage-backed agency

   $ 5           $ (5              

Residential mortgage-backed non-agency

     8,302       $ (239   $ (110     (370      $ (2   $ 7,581       $ (211

Commercial mortgage-backed non-agency

     6             $ 2         (8         

Asset-backed

     1,254         (67     50        (112          1,125         (67

State and municipal

     266         5        (21     (18     1           233        

Other debt

     53           6        (16     29           72        

Corporate stocks and other

     47                 (1     (33                      13            

Total securities available for sale

     9,933         (301     (76     (554     32         (10     9,024         (278

Financial derivatives

     50         87          (17          120         86   

Trading securities – Debt

     89         (2       (16          71         (4

Residential mortgage servicing rights

     1,332         (472       (72          788         (464

Commercial mortgage loans held for sale

     1,050         33          (55          1,028         42   

Equity investments

                       

Direct investments

     595         135          10             740         112   

Indirect investments

     593         67                (25                      635         54   

Total equity investments

     1,188         202                (15                      1,375         166   

Other assets

                       

BlackRock Series C Preferred Stock

     486         (128       (4          354         (128

Other

     23                 (4     (12                      7            

Total other assets

     509         (128     (4     (16                      361         (128

Total assets

   $ 14,151       $ (581   $ (80   $ (745   $ 32       $ (10   $ 12,767       $ (580

Total liabilities (c)

   $ 506       $ (121           $ 17      $ 1               $ 403       $ (122

 

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Nine Months Ended September 30, 2009

 

                      Total realized / unrealized
gains or losses (a)
                      (*) Attributable
to unrealized
gains or losses
related to
assets and
liabilities
held at
September 30,
2009
 

Level 3 Instruments Only

In millions

  Dec. 31,
2008
    National
City
Acquisition
    Balance,
January 1,
2009
    Included in
earnings (*)
   

Included in
other

comprehensive
income

    Purchases,
issuances,
and
settlements,
net
    Transfers
into Level 3,
net (b)
    September 30,
2009
   

Assets

                     

Securities available for sale

                     

Residential mortgage- backed agency

    $ 7      $ 7        $ (2       $ 5       

Residential mortgage-backed non-agency

  $ 3,304        899        4,203      $ (340     839      $ (713   $ 4,719        8,708      $ (340

Commercial mortgage-backed non-agency

    337          337        (6     627        (255     3,048        3,751        (6

Asset-backed

    833        59        892        (68     (35     (44     467        1,212        (68

State and municipal

    271        50        321          1        (33     (26     263       

Other debt

    34        48        82        (6       (25       51        (6

Corporate stocks and other

    58                58                (6     (4             48           

Total securities available for sale

    4,837        1,063        5,900        (420     1,424        (1,074     8,208        14,038        (420

Financial derivatives

    125        35        160        125          (181     (20     84        28   

Trading securities

                     

Debt

    56        26        82        1          8        (5     86        6   

Equity

    17        6        23        2                (9     (4     12        1   

Total trading securities

    73        32        105        3                (1     (9     98        7   

Residential mortgage servicing rights

    6        1,019        1,025        243          14          1,282        207   

Commercial mortgage loans held for sale

    1,400        1        1,401        (48       (232       1,121        (39

Equity investments

    571        610        1,181        (80       60        (1     1,160        (88

Other assets

                     

BlackRock Series C Preferred Stock

          243          211          454        243   

Other

            40        40        (5     (3     10                42        (5

Total other assets

            40        40        238        (3     221                496        238   

Total assets

  $ 7,012      $ 2,800      $ 9,812      $ 61      $ 1,421      $ (1,193   $ 8,178      $ 18,279      $ (67

Total liabilities (c)

  $ 22      $ 16      $ 38      $ 241              $ 217      $ (1   $ 495      $ 242   
(a) Losses for assets are bracketed while losses for liabilities are not.
(b) PNC’s policy is to recognize transfers in and transfers out as of the end of the reporting period.
(c) Financial derivatives.

 

Net losses (realized and unrealized) included in earnings relating to Level 3 assets and liabilities were $460 million for the first nine months of 2010 compared with $180 million for the first nine months of 2009. The net losses (realized and unrealized) for the third quarter of 2010 were $86 million compared with $257 million for the third quarter of 2009. These amounts included net unrealized losses of $458 million and $95 million, respectively, for the 2010 periods. The comparable amounts for the 2009 periods were net unrealized losses of $309 million and $261 million, respectively. These amounts were included in noninterest income on the Consolidated Income Statement.

During the first nine months of 2010, no material transfers of assets or liabilities between the hierarchy levels occurred.

During the first nine months of 2009, securities transferred into Level 3 from Level 2 exceeded securities transferred out

by $8.2 billion. These primarily related to non-agency residential and commercial mortgage-backed securities where management determined that the volume and level of market activity for these assets had significantly decreased. Other Level 3 assets include commercial mortgage loans held for sale, certain equity securities, auction rate securities, corporate debt securities, certain private-issuer asset-backed securities, private equity investments, certain derivative instruments, residential mortgage servicing rights and other assets.

Interest income earned from trading securities totaled $32 million for the first nine months of 2010 and $43 million for the first nine months of 2009. For the third quarter of 2010 and 2009, interest income related to trading securities totaled $7 million and $18 million, respectively. These amounts are included in other interest income on 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-fair value accounting or write-downs of individual assets due to impairment. The amounts below for nonaccrual loans represent the carrying value of loans for which adjustments are primarily based on the appraised value of collateral or the net book value of the collateral from the borrower’s most recent financial statements if no appraisal is available. If the net book value is utilized, loss given default (LGD) collateral recovery rates are employed, by collateral type, in calculating disposition costs to arrive at an adjusted fair value. If an appraisal is outdated due to changed project or market conditions, values based on the LGD recovery rates are used pending receipt of an updated appraisal. The amounts below for loans held for sale represent the carrying value of

loans for which adjustments are primarily based on the appraised value of collateral, which often results in significant management assumptions and input with respect to the determination of fair value, or based on an observable market price. The fair value determination of the equity investment resulting in an impairment loss included below was based on observable market data for other comparable entities as adjusted for internal assumptions and unobservable inputs. The amounts below for commercial mortgage servicing rights reflect an impairment of four strata at September 30, 2010 while no strata were impaired at December 31, 2009 and one stratum was impaired at September 30, 2009. The fair value of commercial mortgage servicing rights is estimated by using an internal valuation model. The model calculates the present value of estimated future net servicing cash flows considering estimates of servicing revenue and costs, discount rates and prepayment speeds.


 

Fair Value Measurements – Nonrecurring (a)

 

     Fair Value     

Gains (Losses)

Three months ended

   

Gains (Losses)

Nine months ended

 
In millions    September 30
2010
     December 31
2009
     September 30
2010
    September 30
2009
    September 30
2010
    September 30
2009
 

Assets

                  

Nonaccrual loans

   $ 853       $ 939       $ (2   $ (201   $ (6   $ (342

Loans held for sale

     191         168         (1     1        (44     3   

Equity investments (b)

     21         154         (3     (4     (3     (55

Commercial mortgage servicing rights (c)

     616            (81         (99    

Other intangible assets

     1         1                

Foreclosed and other assets

     211         108         (38     (17     (75     (41

Long-lived assets held for sale

     24         30         (4             (20     1   

Total assets

   $ 1,917       $ 1,400       $ (129   $ (221   $ (247   $ (434
(a) All Level 3 except $5 million in loans held for sale which were Level 2 at December 31, 2009.
(b) Includes LIHTC and other equity investments.
(c) Four strata at fair value at September 30, 2010 and no strata at fair value at December 31, 2009. During the first nine months of 2009, we recorded a $35 million recovery of previous impairment on commercial mortgage servicing rights. Refer to Note 9 Goodwill and Other Intangible Assets for additional information.

 

Fair Value Option

Refer to the Fair Value Measurement section of this Note 8 regarding the fair value of commercial mortgage loans held for sale, residential mortgage loans held for sale, customer resale agreements, and BlackRock Series C Preferred Stock.

Commercial Mortgage Loans Held for Sale

Interest income on these loans is recorded as earned and reported on the Consolidated Income Statement in other interest income. The impact on earnings of offsetting economic hedges is not reflected in these amounts. Changes in fair value due to instrument-specific credit risk for both the third quarter and first nine months of 2010 and the third quarter and first nine months of 2009 were not material.

 

Residential Mortgage Loans Held for Sale

Interest income on these loans is recorded as earned and reported on the Consolidated Income Statement in other interest income. Throughout 2010 and 2009, certain residential mortgage loans for which we elected the fair value option were subsequently reclassified to portfolio loans. Changes in fair value due to instrument-specific credit risk for the third quarter and first nine months of 2010 and the third quarter and first nine months of 2009 were not material.

Customer Resale Agreements

Interest income on structured resale agreements is reported on the Consolidated Income Statement in other interest income. Changes in fair value due to instrument-specific credit risk for both the third quarter and first nine months of 2010 and the third quarter and first nine months of 2009 were not material.


 

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The changes in fair value included in noninterest income for items for which we elected the fair value option follow.

Fair Value Option – Changes in Fair Value (a)

 

    

Gains (Losses)

Three months ended

    

Gains (Losses)

Nine months ended

 
In millions    September 30
2010
    September 30
2009
     September 30
2010
    September 30
2009
 

Assets

             

Customer resale agreements

   $ 6      $ 7       $ 14      $ (18

Commercial mortgage loans held for sale

     11        30         33        (48

Residential mortgage loans held for sale

     80        126         220        374   

Residential mortgage loans – portfolio

     (1     1         2        (3

BlackRock Series C Preferred Stock

     56        87         (128     243   
(a) The impact on earnings of offsetting hedged items or hedging instruments is not reflected in these amounts.

Fair values and aggregate unpaid principal balances of items for which we elected the fair value option follow.

Fair Value Option – Fair Value and Principal Balances

 

In millions    Fair Value      Aggregate Unpaid
Principal Balance
     Difference  

September 30, 2010

          

Customer resale agreements

   $ 921       $ 845       $ 76   

Residential mortgage loans held for sale

          

Performing loans

     1,744         1,728         16   

Loans 90 days or more past due

     31         40         (9

Nonaccrual loans

     2         4         (2

Total

     1,777         1,772         5   

Commercial mortgage loans held for sale (a)

          

Performing loans

     989         1,129         (140

Nonaccrual loans

     39         61         (22

Total

     1,028         1,190         (162

Residential mortgage loans – portfolio

          

Performing loans

     31         35         (4

Loans 90 days or more past due

     44         45         (1

Nonaccrual loans

     15         28         (13

Total

   $ 90       $ 108       $ (18

December 31, 2009

          

Customer resale agreements

   $ 990       $ 925       $ 65   

Residential mortgage loans held for sale

          

Performing loans

     971         977         (6

Loans 90 days or more past due

     40         50         (10

Nonaccrual loans

     1         9         (8

Total

     1,012         1,036         (24

Commercial mortgage loans held for sale (a)

          

Performing loans

     1,023         1,235         (212

Nonaccrual loans

     27         41         (14

Total

     1,050         1,276         (226

Residential mortgage loans – portfolio

          

Performing loans

     25         27         (2

Loans 90 days or more past due

     51         54         (3

Nonaccrual loans

     12         23         (11

Total

   $ 88       $ 104       $ (16
(a) There were no loans 90 days or more past due within this category at September 30, 2010 or December 31, 2009.

 

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ADDITIONAL FAIR VALUE INFORMATION RELATED TO FINANCIAL INSTRUMENTS

 

     September 30, 2010      December 31, 2009  
In millions   

Carrying

Amount

    

Fair

Value

    

Carrying

Amount

    

Fair

Value

 

Assets

               

Cash and short-term assets

   $ 7,361       $ 7,361       $ 12,248       $ 12,248   

Trading securities

     955         955         2,124         2,124   

Investment securities

     63,461         63,783         56,027         56,319   

Loans held for sale

     3,275         3,276         2,539         2,597   

Net loans (excludes leases)

     138,489         142,116         146,270         145,014   

Other assets

     4,599         4,599         4,883         4,883   

Mortgage and other loan servicing rights

     1,404         1,404         2,253         2,352   

Financial derivatives

               

Designated as hedging instruments under GAAP

     1,831         1,831         739         739   

Not designated as hedging instruments under GAAP

     6,025         6,025         3,177         3,177   
   

Liabilities

               

Demand, savings and money market deposits

     135,295         135,295         132,645         132,645   

Time deposits

     43,888         44,450         54,277         54,534   

Borrowed funds

     40,149         41,659         39,621         39,977   

Financial derivatives

               

Designated as hedging instruments under GAAP

     66         66         95         95   

Not designated as hedging instruments under GAAP

     6,167         6,167         3,744         3,744   

Unfunded loan commitments and letters of credit

     179         179         290         290   

 

The aggregate fair values in the table above do not represent the total market value of PNC’s assets and liabilities as the table excludes the following:

   

real and personal property,

   

lease financing,

   

loan customer relationships,

   

deposit customer intangibles,

   

retail branch networks,

   

fee-based businesses, such as asset management and brokerage, and

   

trademarks and brand names.

We used the following methods and assumptions to estimate fair value amounts for financial instruments.

GENERAL

For short-term financial instruments realizable in three months or less, the carrying amount reported on our Consolidated Balance Sheet approximates fair value. Unless otherwise stated, the rates used in discounted cash flow analyses are based on market yield curves.

CASH AND SHORT-TERM ASSETS

The carrying amounts reported on our Consolidated Balance Sheet for cash and short-term investments approximate fair values primarily due to their short-term nature. For purposes of this disclosure only, short-term assets include the following:

   

due from banks,

   

interest-earning deposits with banks,

   

federal funds sold and resale agreements,

   

cash collateral (excluding cash collateral netted against derivative fair values),

   

customers’ acceptance liability, and

   

accrued interest receivable.

SECURITIES

Securities include both the investment securities (comprised of available for sale and held to maturity securities) and trading portfolios. We use prices obtained from pricing services, dealer quotes or recent trades to determine the fair value of securities. For 57% of our positions, we use prices obtained from pricing services provided by the Barclay’s Capital Index and Interactive Data Corp. (IDC). For 13% of our positions, we use prices obtained from the pricing services as the primary input into the valuation process. Barclay’s Capital Index prices are set with reference to market activity for highly liquid assets such as agency mortgage-backed securities, and matrix pricing for other assets, such as CMBS and asset-backed securities. IDC primarily uses pricing models considering adjustments for ratings, spreads, matrix pricing and prepayments for the instruments we value using this service, such as non-agency residential mortgage-backed securities, agency adjustable rate mortgage securities, agency CMOs and municipal bonds. Dealer quotes received are typically non-binding and corroborated with other dealers’ quotes, by reviewing valuations of comparable instruments, or by comparison to internal valuations.

NET LOANS AND LOANS HELD FOR SALE

Fair values are estimated based on the discounted value of expected net cash flows incorporating assumptions about prepayment rates, net credit losses and servicing fees. For revolving home equity loans and commercial credit lines, this fair value does not include any amount for new loans or the related fees that will be generated from the existing customer


 

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relationships. Non-accrual loans are valued at their estimated recovery value. Also refer to the Fair Value Measurement and Fair Value Option sections of this Note 8 regarding the fair value of commercial and residential mortgage loans held for sale. Loans are presented net of the allowance for loan and lease losses and do not include future accretable discounts related to purchased impaired loans.

OTHER ASSETS

Other assets as shown in the accompanying table include the following:

   

noncertificated interest-only strips,

   

FHLB and FRB stock,

   

equity investments carried at cost and fair value, and

   

private equity investments carried at fair value.

Investments accounted for under the equity method, including our investment in BlackRock, are not included in the accompanying table.

The carrying amounts of private equity investments are recorded at fair value. The valuation procedures applied to direct investments include techniques such as multiples of adjusted earnings of the entity, independent appraisals, anticipated financing and sales transactions with third parties, or the pricing used to value the entity in a recent financing transaction. We value indirect investments in private equity funds based on net asset value as provided in the financial statements that we receive from their managers. Due to the time lag in our receipt of the financial information and based on a review of investments and valuation techniques applied, adjustments to the manager-provided value are made when available recent investment portfolio company or market information indicates a significant change in value from that provided by the general partner.

Fair value of the noncertificated interest-only strips is estimated based on the discounted value of expected net cash flows. The aggregate carrying value of our equity investments carried at cost and FHLB and FRB stock was $2.4 billion at September 30, 2010 and $2.6 billion as of December 31, 2009, both of which approximate fair value at each date.

MORTGAGE AND OTHER LOAN SERVICING ASSETS

Fair value is based on the present value of the estimated future cash flows, incorporating assumptions as to prepayment speeds, discount rates, escrow balances, interest rates, cost to

service and other factors. We have controls in place intended to ensure that our fair values are appropriate. An independent model review group reviews our valuation models and validates them for their intended use.

The key valuation assumptions for commercial and residential mortgage loan servicing assets at September 30, 2010 and December 31, 2009 are included in Note 9 Goodwill and Other Intangible Assets.

CUSTOMER RESALE AGREEMENTS

Refer to the Fair Value Measurement section of this Note 8 regarding the fair value of customer resale agreements.

DEPOSITS

The carrying amounts of noninterest-bearing demand and interest-bearing money market and savings deposits approximate fair values. For time deposits, which include foreign deposits, fair values are estimated based on the discounted value of expected net cash flows assuming current interest rates.

BORROWED FUNDS

The carrying amounts of Federal funds purchased, commercial paper, repurchase agreements, proprietary trading short positions, cash collateral (excluding cash collateral netted against derivative fair values), other short-term borrowings, acceptances outstanding and accrued interest payable are considered to be their fair value because of their short-term nature. For all other borrowed funds, fair values are estimated primarily based on dealer quotes.

UNFUNDED LOAN COMMITMENTS AND LETTERS OF CREDIT

The fair value of unfunded loan commitments and letters of credit is our estimate of the cost to terminate them. For purposes of this disclosure, this fair value is the sum of the deferred fees currently recorded by us on these facilities and the liability established on these facilities related to their creditworthiness.

FINANCIAL DERIVATIVES

For exchange-traded contracts, fair value is based on quoted market prices. For nonexchange-traded contracts, fair value is based on dealer quotes, pricing models or quoted prices for instruments with similar characteristics. Amounts for financial derivatives are presented on a gross basis.


 

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NOTE 9 GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in goodwill by business segment during the first nine months of 2010 follow:

Changes in Goodwill by Business Segment (a)

 

In millions    Retail
Banking
    Corporate &
Institutional
Banking
   

Asset

Management

Group

    Black-
Rock
    Residential
Mortgage
Banking
     Other     Total  

January 1, 2010

   $ 5,369      $ 2,756      $ 68      $ 26      $ 43       $ 1,243      $ 9,505   

Sale of GIS

                (1,232     (1,232

Acquisition-related

     (59     (23     (5          (11     (98

BlackRock

                             (9                      (9

September 30, 2010

   $ 5,310      $ 2,733      $ 63      $ 17      $ 43       $      $ 8,166   
(a) The Distressed Assets Portfolio business segment does not have any goodwill allocated to it.

 

Changes in goodwill and other intangible assets during the first nine months of 2010 follow:

Summary of Changes in Goodwill and Other Intangible Assets

 

In millions    Goodwill     Customer-
Related
   

Servicing

Rights

 

January 1, 2010

   $ 9,505      $ 1,145      $ 2,259   

Additions/adjustments:

        

Sale of GIS

     (1,232     (49    

Acquisition-related

     (98      

Mortgage and other loan servicing rights

         (485

BlackRock

     (9      

Sale of servicing rights

         (192

Impairment charge

         (99

Amortization

             (152     (75

September 30, 2010

   $ 8,166      $ 944      $ 1,408   

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 the date of acquisition becomes available.

See Note 2 Divestiture regarding our July 1, 2010 sale of GIS.

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 adjust goodwill when BlackRock repurchases its shares at an amount greater (or less) than book value per share which results in an increase (or decrease) in our percentage ownership interest.

 

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   

September 30

2010

    December 31
2009
 

Customer-related and other intangibles

      

Gross carrying amount

   $ 1,547      $ 1,742   

Accumulated amortization

     (603     (597

Net carrying amount

   $ 944      $ 1,145   

Mortgage and other loan servicing rights

      

Gross carrying amount

   $ 2,024      $ 2,729   

Valuation allowance

     (99    

Accumulated amortization

     (517     (470

Net carrying amount

   $ 1,408      $ 2,259   

Total

   $ 2,352      $ 3,404   

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

For customer-related and other intangibles, the estimated remaining useful lives range from 2 years to 10 years, with a weighted-average remaining useful life of 9 years.

Amortization expense on existing intangible assets, net of impairment reversal (charge) follows:

Amortization Expense on Existing Intangible Assets (a)

 

In millions        

Nine months ended September 30, 2010

   $ 126   

Nine months ended September 30, 2009

     226   

Remainder of 2010

     64   

2011

     249   

2012

     210   

2013

     209   

2014

     191   

2015

     177   
(a) Net of impairment reversal (charge).

 

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Changes in commercial mortgage servicing rights follow:

Commercial Mortgage Servicing Rights

 

In millions    2010     2009  

January 1

   $ 921      $ 864   

Additions (a)

     59        84   

Acquisition adjustment

       (7

Sale of servicing rights

     (192    

Impairment (charge) reversal

     (99     35   

Amortization expense

     (73     (79

September 30

   $ 616      $ 897   
(a) From loans sold with servicing retained and purchases of servicing rights from third parties.

We recognize as an other intangible asset the right to service mortgage loans for others. Commercial mortgage servicing rights are purchased in the open market and originated when loans are sold with servicing retained. Commercial mortgage servicing rights are initially recorded at fair value. These rights are subsequently measured using the amortization method. Accordingly, the commercial mortgage servicing rights are substantially amortized in proportion to and over the period of estimated net servicing income over a period of 5 to 10 years.

Commercial mortgage servicing rights are periodically evaluated for impairment. For purposes of impairment, the commercial mortgage servicing rights are stratified based on asset type, which characterizes the predominant risk of the underlying financial asset. If the carrying amount of any individual stratum exceeds its fair value, a valuation reserve is established with a corresponding charge to Corporate Services on our Consolidated Income Statement.

The fair value of commercial mortgage servicing rights is estimated by using an internal valuation model. The model calculates the present value of estimated future net servicing cash flows considering estimates on servicing revenue and costs, discount rates and prepayment speeds.

Changes in the residential mortgage servicing rights follow:

Residential Mortgage Servicing Rights

 

In millions    2010     2009  

January 1

   $ 1,332      $ 1,008   

Additions:

      

From loans sold with servicing retained

     61        232   

Changes in fair value due to:

      

Time and payoffs (a)

     (133     (218

Purchase accounting adjustments

       17   

Other (b)

     (472     243   

September 30

   $ 788      $ 1,282   

Unpaid principal balance of loans serviced for others at September 30

   $ 131,594      $ 159,075   
(a) Represents decrease in mortgage servicing rights value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that paid down or paid off during the period.
(b) Represents mortgage servicing rights value changes resulting primarily from market-driven changes in interest rates.

We recognize mortgage servicing right assets on residential real estate loans when we retain the obligation to service these loans upon sale and the servicing fee is more than adequate compensation. Mortgage servicing rights are subject to declines in value principally from actual or expected prepayment of the underlying loans and defaults. We manage this risk by economically hedging the fair value of mortgage servicing rights with securities and derivative instruments which are expected to increase in value when the value of mortgage servicing rights declines.

The fair value of residential mortgage servicing rights is estimated by using third party software with internal valuation assumptions. The software calculates the present value of estimated future net servicing cash flows considering estimates on servicing revenue and costs, discount rates, prepayment speeds and future mortgage rates.

The fair value of residential and commercial MSRs and significant inputs to the valuation model as of September 30, 2010 are shown in the tables below. The expected and actual rates of mortgage loan prepayments are significant factors driving the fair value. Management uses internal proprietary models to estimate future loan prepayments. These models use empirical data drawn from the historical performance of our managed portfolio, as adjusted for current market conditions. Future interest rates are another important factor in the valuation of MSRs. Consistent with the pricing of capital market instruments, management utilizes market implied forward interest rates to estimate the future direction of mortgage and discount rates. Changes in the shape and slope of the forward curve in future periods may result in volatility in the fair value estimate.

A sensitivity analysis of the hypothetical effect on the fair value of MSRs to adverse changes in key assumptions is presented below. These sensitivities do not include the impact of the related hedging activities. Changes in fair value generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another (for example, changes in mortgage interest rates, which drive changes in prepayment rate estimates, could result in changes in the interest rate spread), which could either magnify or counteract the sensitivities.


 

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The following tables set forth the fair value of commercial and residential MSRs and the sensitivity analysis of the hypothetical effect on the fair value of MSRs to immediate adverse changes of 10% and 20% in those assumptions:

Commercial Mortgage Loan Servicing Assets – Key Valuation Assumptions

 

Dollars in millions    Sept. 30,
2010
    Dec. 31,
2009
 

Fair value

   $ 616      $ 1,020   

Weighted-average life (years)

     7.0        7.8   

Weighted-average constant prepayment rate

     8%-21     6%-19

Decline in fair value from 10% adverse change

   $ 8.2      $ 9.7   

Decline in fair value from 20% adverse change

   $ 15.8      $ 18.8   

Spread over forward interest rate swap rates

     6%-8     7%-9

Decline in fair value from 10% adverse change

   $ 13.5      $ 24.6   

Decline in fair value from 20% adverse change

   $ 27.0      $ 49.3   

Residential Mortgage Loan Servicing Assets – Key Valuation Assumptions

 

Dollars in millions    Sept. 30,
2010
    Dec. 31,
2009
 

Fair value

   $ 788      $ 1,332   

Weighted-average life (years)

     2.5        4.5   

Weighted-average constant prepayment rate

     21.47     19.92

Decline in fair value from 10% adverse change

   $ 35      $ 56   

Decline in fair value from 20% adverse change

   $ 66      $ 109   

Spread over forward interest rate swap rates

     12.23     12.16

Decline in fair value from 10% adverse change

   $ 30      $ 55   

Decline in fair value from 20% adverse change

   $ 58      $ 106   

Revenue from mortgage and other loan servicing comprised of contractually specified servicing fees, late fees, and ancillary fees follows:

Revenue from Mortgage and Other Loan Servicing

 

In millions    2010      2009  

Nine months ended September 30

   $ 526       $ 631   

Three months ended September 30

     170         205   

We also generate servicing revenue from fee-based activities provided to others.

Revenue from commercial mortgage servicing rights, residential mortgage servicing rights and other loan servicing are reported on our Consolidated Income Statement in the line items Corporate services, Residential mortgage, and Consumer services, respectively.

 

NOTE 10 CAPITAL SECURITIES OF SUBSIDIARY TRUSTS AND PERPETUAL TRUST SECURITIES

CAPITAL SECURITIES OF SUBSIDIARY TRUSTS

Our capital securities of subsidiary trusts are described in Note 14 Capital Securities of Subsidiary Trusts in our 2009 Form 10-K. All of these Trusts are wholly owned finance subsidiaries of PNC. In the event of certain changes or amendments to regulatory requirements or federal tax rules, the capital securities are redeemable. The financial statements of the Trusts are not included in PNC’s consolidated financial statements in accordance with GAAP.

The obligations of the respective 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 23 Regulatory Matters in our 2009 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 in our 2009 Form 10-K.

In September 2010, we redeemed all of the underlying capital securities of Sterling Financial Statutory Trust II, Yardville Capital Trusts II and IV, and James Monroe Statutory Trust II. The capital securities redeemed totaled $71 million.

PERPETUAL TRUST SECURITIES

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


 

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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 noncontrolling interest on our Consolidated Balance Sheet since we are not the primary beneficiary of Trust I, Trust II and Trust III. This noncontrolling interest totaled $1.3 billion at September 30, 2010.

Our 2009 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.

NOTE 11 CERTAIN EMPLOYEE BENEFIT AND STOCK-BASED COMPENSATION PLANS

PENSION AND POSTRETIREMENT PLANS

As described in Note 15 Employee Benefit Plans in our 2009 Form 10-K, we have a noncontributory, qualified defined benefit pension plan covering eligible employees. The plan derives benefits from cash balance formulas 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.

Effective January 1, 2010, the pension plan has one design for all eligible employees. All new participants on or after January 1, 2010 will receive a fixed earnings credit of 3%. However, participants as of December 31, 2009 will be maintained at the earnings credit level they have attained as of that date going forward. The percentage will not increase in future years.

We also maintain nonqualified supplemental retirement plans for certain employees and provide certain health care and life insurance benefits for qualifying retired employees (postretirement benefits) through various plans. The nonqualified pension and postretirement benefit plans are unfunded. The Company reserves the right to terminate or make plan changes at any time. Effective January 1, 2010, various benefit plans were amended to provide one plan design for all eligible employees.

The July 1, 2010 sale of GIS affected GIS participants in the pension and postretirement plans. At closing, all GIS participants were vested in their benefits under the pension plan and their active participation in such plan was terminated. However, certain GIS employees will continue to accrue service towards earning their retiree medical benefit. These changes will not have a significant impact on any of the plans.

 

The components of our net periodic pension and post-retirement benefit cost for the third quarter and first nine months of 2010 and 2009 were as follows:

Net Periodic Pension and Postretirement Benefits Costs

 

     Qualified
Pension Plan
    Nonqualified
Retirement Plans
     Postretirement
Benefits
 

Three months ended

September 30

In millions

   2010      2009     2010      2009      2010      2009  

Net periodic cost consists of:

                      

Service cost

   $ 25       $ 22      $ 1       $ 1       $ 1       $ 1   

Interest cost

     51         52        3         4         5         5   

Expected return on plan assets

     (71      (65               

Amortization of prior service cost

     (2      (1                (1

Amortization of actuarial losses

     8         21        1                              

Net periodic cost (benefit)

   $ 11       $ 29      $ 5       $ 5       $ 6       $ 5   

 

     Qualified
Pension Plan
    Nonqualified
Retirement Plans
     Postretirement
Benefits
 

Nine months ended

September 30

In millions

   2010     2009     2010      2009      2010     2009  

Net periodic cost consists of:

                    

Service cost

   $ 77      $ 67      $ 2       $ 2       $ 4      $ 3   

Interest cost

     152        155        10         11         15        15   

Expected return on plan assets

     (214     (195              

Amortization of prior service cost

     (6     (1             (2     (3

Amortization of actuarial losses

     25        62        3         1                    

Net periodic cost (benefit)

   $ 34      $ 88      $ 15       $ 14       $ 17      $ 15   

STOCK-BASED COMPENSATION PLANS

As more fully described in Note 16 Stock-Based Compensation Plans in our 2009 Form 10-K, 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 typically grant a substantial portion of our stock-based compensation awards during the first quarter of the year. As of September 30, 2010, no stock appreciation rights were outstanding.


 

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Total compensation expense recognized related to all share-based payment arrangements during the first nine months of 2010 and 2009 was $70 million and $63 million, respectively.

NONQUALIFIED STOCK OPTIONS

Options are granted at exercise prices not less than the market value of common stock on the grant date. Generally, options become exercisable in installments 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.

 

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

Stock Option Expense – Option Pricing Models Assumptions

 

Weighted-average for the nine months ended

September 30

   2010     2009  

Risk-free interest rate

     2.9     1.9

Dividend yield

     0.7        3.6   

Volatility

     32.7        27.2   

Expected life

     6.0 yrs.        5.6 yrs.   

Grant-date fair value

   $ 19.59      $ 5.61   

 

Stock Option Information

 

     PNC     

PNC Options

Converted From
National City
Options

     Total  
In thousands, except weighted-average data    Shares    

Weighted-
Average

Exercise
Price

     Shares    

Weighted-

Average

Exercise
Price

     Shares    

Weighted-

Average

Exercise
Price

 

Outstanding at December 31, 2009

     18,496      $ 56.10         1,522      $ 637.64         20,018      $ 100.32   

Granted

     2,720        56.84                2,720        56.84   

Exercised

     (286     46.23                (286     46.23   

Cancelled

     (988     56.37         (287     482.08         (1,275     152.07   

Outstanding at September 30, 2010

     19,942      $ 56.33         1,235      $ 673.73         21,177      $ 92.35   

Exercisable at September 30, 2010

     12,255      $ 62.38         1,235      $ 673.73         13,490      $ 118.37   

 

During the first nine months of 2010 we issued 282,000 shares from treasury stock in connection with stock option exercise activity. As with past exercise activity, we currently intend to utilize treasury stock primarily for any 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 generally ranging from 12 months to 60 months. We recognize compensation expense for such awards ratably over the corresponding vesting and/or performance periods for each type of program.

 

Summary of Nonvested Incentive/Performance Unit and Restricted Stock/Unit Shares Activity

 

Shares in thousands   

Nonvested
Incentive/

Performance
Unit Shares

    Weighted-
Average
Grant Date
Fair Value
    

Nonvested
Restricted

Stock/
Unit
Shares

    Weighted-
Average
Grant Date
Fair Value
 

Dec. 31, 2009

     285      $ 66.45         2,213      $ 53.45   

Granted

     189        53.78         668        54.86   

Vested/Released

     (128     74.96         (537     69.14   

Forfeited

     (3     53.78         (53     48.97   

Sept. 30, 2010

     343      $ 56.43         2,291      $ 50.29   

In the chart above, the unit shares and related weighted-average grant-date fair value of the incentive/performance awards exclude the effect of dividends on the underlying shares, as those dividends will be paid in cash.

At September 30, 2010, there was $51 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 five years.


 

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LIABILITY AWARDS

Beginning in 2008, we granted cash-payable restricted share units to certain members of management. The grants were made primarily as part of an annual bonus incentive deferral plan. While there are time-based, service-related vesting criteria, there are no market or performance criteria associated with these awards. Compensation expense recognized related to these awards was recorded in prior periods as part of annual cash bonus criteria. As of September 30, 2010, there were 484,003 of these cash-payable restricted share units outstanding.

During the third quarter of 2009, we entered into an agreement with certain of our executives regarding a portion of their salary to be payable in stock units. These units, which are cash-payable, have no future service, market or performance criteria and as such are fully expensed at grant date. These units will be settled in cash on March 31, 2011. We eliminated the granting of any future salary payable in stock units beginning March 2010. As of September 30, 2010, there were 280,174 of these units outstanding, with a current market value of $15 million.

Summary of Nonvested, Cash-Payable Restricted Share Unit Activity

 

In thousands   

Nonvested
Cash-Payable

Restricted
Unit Shares

    Aggregate
Intrinsic
Value
 

Outstanding at December 31, 2009

     1,001       

Granted

     316       

Vested and Released

     (181    

Forfeited

     (24    

Outstanding at September 30, 2010

     1,112      $ 57,728   

NOTE 12 FINANCIAL DERIVATIVES

We use derivative financial instruments (derivatives) primarily to help manage exposure to 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. We also enter into derivatives with customers to facilitate their risk management activities.

Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract. Derivative transactions are often measured in terms of notional amount, but this amount is generally not exchanged and it is not recorded on the balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, commonly LIBOR, security price, credit spread or other index. Certain contracts and commitments, such as residential and commercial real estate loan commitments associated with loans to be sold, also qualify as derivative instruments.

 

All derivatives are carried on our Consolidated Balance Sheet at fair value. Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Cash collateral exchanged with counterparties is also netted against the applicable derivative fair values.

Further discussion on how derivatives are accounted for is included in Note 1 Accounting Policies in our 2009 Form 10-K.

Derivatives Designated in Hedge Relationships

Certain derivatives used to manage interest rate risk as part of our asset and liability risk management activities are designated as accounting hedges under GAAP. Derivatives hedging the risks associated with changes in the fair value of assets or liabilities are considered fair value hedges, while derivatives hedging the variability of expected future cash flows are considered cash flow hedges. Designating derivatives as accounting hedges allows for gains and losses on those derivatives, to the extent effective, to be recognized in the income statement in the same period the hedged items affect earnings.

Cash Flow Hedges

We enter into receive-fixed, pay-variable interest rate swaps 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 market interest rate changes. For these cash flow hedges, any changes in the fair value of the derivatives that are effective in offsetting changes in the forecasted interest cash flows are recorded in accumulated other comprehensive income and are reclassified to interest income in conjunction with the recognition of interest receipts on the loans. In the 12 months that follow September 30, 2010, we expect to reclassify from the amount currently reported in accumulated other comprehensive income net derivative gains of $331 million pretax, or $215 million after-tax, in association with interest receipts on the hedged loans. This amount could differ from amounts actually recognized due to changes in interest rates, hedge dedesignations, and the addition of other hedges subsequent to September 30, 2010. The maximum length of time over which forecasted loan cash flows are hedged is 10 years. We use statistical regression analysis to assess the effectiveness of these hedge relationships at both the inception of the hedge relationship and on an ongoing basis.

We also periodically enter into forward purchase and sale contracts to hedge the variability of the consideration that will be paid or received related to the purchase or sale of debt securities classified as available for sale. The forecasted purchase or sale is consummated upon gross settlement of the forward contract itself. As a result, hedge ineffectiveness, if any, is typically minimal. Gains and losses on these forward contracts are recorded in accumulated other comprehensive income and are recognized in earnings when the hedged cash


 

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flows affect earnings. In the 12 months that follow September 30, 2010, we expect to reclassify from the amount currently reported in accumulated other comprehensive loss, net derivative gains of $76 million pretax, or $50 million after-tax, as adjustments of yield on securities available for sale. The maximum length of time we are hedging forecasted purchases is three months. There were no amounts in accumulated other comprehensive income related to the forecasted sale of securities at September 30, 2010.

There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to either cash flow hedge strategy.

During the first nine months of 2010 and 2009, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transaction would not occur.

Fair Value Hedges

We enter into receive-fixed, pay-variable interest rate swaps to hedge changes in the fair value of outstanding fixed-rate debt and borrowings caused by fluctuations in market interest rates. The specific products hedged include bank notes, Federal Home Loan Bank borrowings, and senior and subordinated debt. We also enter into pay-fixed, receive- variable interest rate swaps to hedge changes in the fair value of fixed rate investment securities caused by fluctuations in market interest rates. The specific products hedged include US Treasury and government agency securities. For these hedge relationships, we use statistical regression analysis to assess hedge effectiveness at both the inception of the hedge relationship and on an ongoing basis. There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness.

Further detail regarding the notional amounts, fair values and gains and losses recognized related to derivatives used in fair value and cash flow hedge strategies is presented in the tables that follow.

The ineffective portion of the change in value of our fair value and cash flow hedge derivatives resulted in net losses of $8 million for the first nine months of 2010 compared with net losses of $29 million for the first nine months of 2009.

Derivatives Not Designated in Hedge Relationships

We also enter into derivatives which are not designated as accounting hedges under GAAP.

The majority of these derivatives are used to manage risk related to residential and commercial mortgage banking activities and are considered economic hedges. Although these derivatives are used to hedge risk, they are not designated as accounting hedges because the contracts they are hedging are typically also carried at fair value on the balance sheet, resulting in symmetrical accounting treatment for both the hedging instrument and the hedged item.

 

Our residential mortgage banking activities consist of originating, selling and servicing mortgage loans. Residential mortgage loans that will be sold in the secondary market, and the related loan commitments, which are considered derivatives, are accounted for at fair value. Changes in the fair value of the loans and commitments due to interest rate risk are hedged with forward loan sale contracts and Treasury and Eurodollar futures and options. Gains and losses on the loans and commitments held for sale and the derivatives used to economically hedge them are included in residential mortgage noninterest income on the Consolidated Income Statement.

We typically retain the servicing rights related to residential mortgage loans that we sell. Residential mortgage servicing rights are accounted for at fair value with changes in fair value influenced primarily by changes in interest rates. Derivatives used to hedge the fair value of residential mortgage servicing rights include interest rate futures, swaps and options, including caps, floors, and swaptions, and forward contracts to purchase mortgage-backed securities. Gains and losses on residential mortgage servicing rights and the related derivatives used for hedging are included in residential mortgage noninterest income.

Commercial mortgage loans are also sold into the secondary market as part of our commercial mortgage banking activities and are accounted for at fair value. Commitments related to loans that will be sold are considered derivatives and are also accounted for at fair value. Derivatives used to economically hedge these loans and commitments from changes in fair value due to interest rate risk and credit risk include forward loan sale contracts, interest rate swaps, and credit default swaps. Gains and losses on the commitments, loans and derivatives are included in other noninterest income.

The residential and commercial loan commitments associated with loans to be sold which are accounted for as derivatives are valued based on the estimated fair value of the underlying loan and the probability that the loan will fund within the terms of the commitment. The fair value also takes into account the fair value of the embedded servicing right.

We offer derivatives to our customers in connection with their risk management needs. These derivatives primarily consist of interest rate swaps, interest rate caps, floors, swaptions, and foreign exchange and equity contracts. We primarily manage our market risk exposure from customer transactions by entering into offsetting derivative transactions with third-party dealers. Gains and losses on customer-related derivatives are included in other noninterest income.

The derivatives portfolio also includes derivatives used for other risk management activities. These derivatives are entered into based on stated risk management objectives.

This segment of the portfolio includes credit default swaps (CDS) used to mitigate the risk of economic loss on a portion


 

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of our loan exposure. We also sell loss protection to mitigate the net premium cost and the impact of mark-to-market accounting on CDS purchases to hedge the loan portfolio. The fair values of these derivatives typically are based on related credit spreads. Gains and losses on the derivatives entered into for other risk management are included in other noninterest income.

Included in the customer, mortgage banking risk management, and other risk management portfolios are written interest-rate caps and floors entered into with customers and for risk management purposes. We receive an upfront premium from the counterparty and are obligated to make payments to the counterparty if the underlying market interest rate rises above or falls below a certain level designated in the contract. At September 30, 2010, the fair value of the written caps and floors liability on our Consolidated Balance Sheet was $10 million compared with $15 million at December 31, 2009. Our ultimate obligation under written options is based on future market conditions and is only quantifiable at settlement.

Further detail regarding the derivatives not designated in hedging relationships is presented in the tables that follow.

Derivative Counterparty Credit Risk

By entering into derivative contracts we are exposed to credit risk. We seek to minimize credit risk through internal credit approvals, limits, monitoring procedures, executing master netting agreements 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 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 September 30, 2010, we held cash, US government securities and mortgage-backed securities totaling $1.3 billion under these agreements. We pledged cash of $888 million under these agreements. To the extent not netted

against derivative fair values under a master netting agreement, cash pledged is included in Other assets and cash held is included in Other borrowed funds on our Consolidated Balance Sheet.

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’s credit quality.

We periodically 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 agreements if a customer defaults on its obligation to perform under certain derivative swap contracts. Risk participation agreements are included in the derivatives table that follows. Our exposure related to risk participations where we sold protection is discussed in the Credit Derivatives section below.

Contingent Features

Some of PNC’s derivative instruments contain provisions that require PNC’s debt to maintain an investment grade credit rating from each of the major credit rating agencies. If PNC’s debt ratings were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position on September 30, 2010 was $1.0 billion for which PNC had posted collateral of $874 million in the normal course of business. The maximum amount of collateral PNC would have been required to post if the credit-risk-related contingent features underlying these agreements had been triggered on September 30, 2010, would be an additional $159 million.


 

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Derivatives Total Notional or Contractual Amounts and Estimated Net Fair Values

 

     Asset Derivatives            

Liability Derivatives

 
     September 30, 2010      December 31, 2009             September 30, 2010      December 31, 2009  
In millions   

Notional/

Contract
Amount

    

Fair

Value (a)

    

Notional/

Contract
Amount

    

Fair

Value (a)

            Notional/
Contract
Amount
    

Fair

Value (b)

    

Notional/

Contract
Amount

    

Fair

Value (b)

 

Derivatives designated as hedging instruments under GAAP

                            

Interest rate contracts:

                            

Cash flow hedges

   $ 18,642       $ 559       $ 6,394       $ 32                $ 7,011       $ 95   

Fair value hedges

     11,203         1,272         13,048         707          $ 1,815       $ 66                     

Total derivatives designated as hedging instruments

   $ 29,845       $ 1,831       $ 19,442       $ 739          $ 1,815       $ 66       $ 7,011       $ 95   

Derivatives not designated as hedging instruments under GAAP

                            

Derivatives used for residential mortgage banking activities:

                            

Residential mortgage servicing

                            

Interest rate contracts

   $ 138,402       $ 2,179       $ 88,593       $ 651          $ 84,823       $ 1,869       $ 42,874       $ 766   

Loan sales

                            

Interest rate contracts

     12,993         86         4,251         39            6,438         32         1,977         14   

Subtotal

   $ 151,395       $ 2,265       $ 92,844       $ 690          $ 91,261       $ 1,901       $ 44,851       $ 780   

Derivatives used for commercial mortgage banking activities:

                            

Interest rate contracts

   $ 2,127       $ 96       $ 2,128       $ 67          $ 2,568       $ 159       $ 1,553       $ 74   

Credit contracts:

                            

Credit default swaps

     185         11         410         59                              50         7   

Subtotal

   $ 2,312       $ 107       $ 2,538       $ 126          $ 2,568       $ 159       $ 1,603       $ 81   

Derivatives used for customer- related activities:

                            

Interest rate contracts

   $ 48,855       $ 3,482       $ 51,270       $ 2,193          $ 49,842       $ 3,601       $ 49,659       $ 2,237   

Foreign exchange contracts

     4,541         134         4,168         122            4,077         124         3,834         108   

Equity contracts

     231         20         195         16            147         20         156         16   

Credit contracts:

                            

Risk participation agreements

     1,329         4         1,091         3            1,593         3         1,728         2   

Subtotal

   $ 54,956       $ 3,640       $ 56,724       $ 2,334          $ 55,659       $ 3,748       $ 55,377       $ 2,363   

Derivatives used for other risk management activities:

                            

Interest rate contracts

   $ 812       $ 3       $ 3,222       $ 13          $ 433       $ 2       $ 2,360       $ 19   

Foreign exchange contracts

           39         1            34         2         2        

Credit contracts:

                            

Credit default swaps

     406         10         516         13            258         1         612         15   

Other contracts (c)

                                            209         354         211         486   

Subtotal

   $ 1,218       $ 13       $ 3,777       $ 27          $ 934       $ 359       $ 3,185       $ 520   

Total derivatives not designated as hedging instruments

   $ 209,881       $ 6,025       $ 155,883       $ 3,177          $ 150,422       $ 6,167       $ 105,016       $ 3,744   

Total Gross Derivatives

   $ 239,726       $ 7,856       $ 175,325       $ 3,916          $ 152,237       $ 6,233       $ 112,027       $ 3,839   

Less: Legally enforceable master netting agreements

        4,363            1,600               4,363            1,600   

Less: Cash collateral

              1,047                  269                     848                  506   

Total Net Derivatives

            $ 2,446                $ 2,047                   $ 1,022                $ 1,733   
(a) Included in Other Assets on our Consolidated Balance Sheet.
(b) Included in Other Liabilities on our Consolidated Balance Sheet.
(c) Includes PNC’s obligation to fund a portion of certain BlackRock LTIP programs.

 

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Gains (losses) on derivative instruments and related hedged items follow:

Derivatives Designated in GAAP Hedge Relationships – Fair Value Hedges

 

                 September 30, 2010     September 30, 2009  
Nine months ended              Gain
(Loss) on
Derivatives
Recognized
in Income
    Gain
(Loss) on
Related
Hedged
Items
Recognized
in Income
    Gain
(Loss) on
Derivatives
Recognized
in Income
    Gain
(Loss) on
Related
Hedged
Items
Recognized
in Income
 
In millions    Hedged Items    Location    Amount     Amount     Amount     Amount  

Interest rate contracts

   US Treasury Securities    Investment securities (interest income)    $ (73   $ 69         

Interest rate contracts

   US Agency Securities    Investment securities (interest income)      (2     2         

Interest rate contracts

   Federal Home Loan Bank borrowings    Borrowed funds (interest expense)      (65     63      $ (81   $ 83   

Interest rate contracts

   Subordinated debt    Borrowed funds (interest expense)      395        (409     (311     275   

Interest rate contracts

   Bank notes and senior debt    Borrowed funds (interest expense)      359        (347     27        (22

Total

             $ 614      $ (622   $ (365   $ 336   

 

                 September 30, 2010     September 30, 2009  
Three months ended              Gain
(Loss) on
Derivatives
Recognized
in Income
    Gain
(Loss) on
Related
Hedged
Items
Recognized
in Income
    Gain
(Loss) on
Derivatives
Recognized
in Income
    Gain
(Loss) on
Related
Hedged
Items
Recognized
in Income
 
In millions    Hedged Items    Location    Amount     Amount     Amount     Amount  

Interest rate contracts

   US Treasury Securities    Investment securities (interest income)    $ (46   $ 43         

Interest rate contracts

   US Agency Securities    Investment securities (interest income)      (2     2         

Interest rate contracts

   Federal Home Loan Bank borrowings    Borrowed funds (interest expense)      (17     16      $ (27   $ 27   

Interest rate contracts

   Subordinated debt    Borrowed funds (interest expense)      135        (137     61        (89

Interest rate contracts

   Bank notes and senior debt    Borrowed funds (interest expense)      145        (149     52        (50

Total

             $ 215      $ (225   $ 86      $ (112

Derivatives Designated in GAAP Hedge Relationships – Cash Flow Hedges

 

Nine months ended

In millions

  

Gain (Loss) on Derivatives
Recognized in OCI

(Effective Portion)

     Gain Reclassified from Accumulated
OCI into  Income (Effective Portion)
    

Gain Recognized in Income

on Derivatives
(Ineffective Portion)

 
                    Location    Amount      Location      Amount  

September 30, 2010

   Interest rate contracts    $ 1,066       Interest income    $ 259         Interest income       $ 0   
         Noninterest income      33           

September 30, 2009

   Interest rate contracts    $ 28       Interest income    $ 232         Interest income       $ 0   

 

Three months ended

In millions

                

Gain (Loss) Reclassified from
Accumulated OCI into Income
(Effective Portion)

     Gain (Loss) Recognized in Income
on Derivatives
(Ineffective Portion)
 
                    Location    Amount      Location      Amount  

September 30, 2010

   Interest rate contracts    $ 341       Interest income    $ 84         Interest income       $ (2
         Noninterest income      8           

September 30, 2009

   Interest rate contracts    $ 236       Interest income    $ 87         Interest income       $ 0   

 

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Derivatives Not Designated as Hedging Instruments under GAAP

 

     Three months ended
September 30
    Nine months ended
September 30
 
In millions        2010             2009             2010             2009      

Derivatives used for residential mortgage banking activities:

          

Residential mortgage servicing

          

Interest rate contracts

   $ 231      $ 226      $ 652      $ 95   

Loan sales

          

Interest rate contracts

     (15     (63     (92     (56

Gains (losses) included in residential mortgage noninterest income

   $ 216      $ 163      $ 560      $ 39   

Derivatives used for commercial mortgage banking activities:

          

Interest rate contracts

   $ (17   $ (22   $ (88   $ 61   

Credit contracts

     (9     (27     (18     (26

Gains (losses) from commercial mortgage banking activities (a)

   $ (26   $ (49   $ (106   $ 35   

Derivatives used for customer-related activities:

          

Interest rate contracts

   $ (12   $ (19   $ (39   $ (1

Foreign exchange contracts

     22        27        28        66   

Equity contracts

     (1     4          2   

Credit contracts

                     (2        

Gains (losses) from customer-related activities (a)

   $ 9      $ 12      $ (13   $ 67   

Derivatives used for other risk management activities:

          

Interest rate contracts

   $ (2   $ 1      $ (16   $ 19   

Foreign exchange contracts

     (5     (4     (3     (10

Credit contracts

     1        (9     5        (23

Other contracts (b)

     (56     (87     128        (145

Gains (losses) from other risk management activities (a)

   $ (62   $ (99   $ 114      $ (159

Total gains (losses) from derivatives not designated as hedging instruments

   $ 137      $ 27      $ 555      $ (18
(a) Included in other noninterest income.
(b) Relates to BlackRock LTIP.

CREDIT DERIVATIVES

The credit derivative underlying is based on the credit risk of a specific entity, entities, or an index. As discussed above, we enter into credit derivatives, specifically credit default swaps and risk participation agreements, as part of our commercial mortgage banking hedging activities and for customer and other risk management purposes. Further detail regarding credit default swaps and risk participations sold follows:

Credit Default Swaps

 

      September 30, 2010             December 31, 2009  
Dollars in millions    Notional
Amount
     Estimated
Net Fair
Value
    

Weighted-

Average
Remaining

Maturity
In Years

            Notional
Amount
     Estimated
Net Fair
Value
   

Weighted-

Average
Remaining

Maturity
In Years

 

Credit Default Swaps – Sold

                   

Single name

   $ 45       $ 3         3.08          $ 85       $ (4     3.18   

Index traded

     257         1         1.88            457                 6.12   

Total

   $ 302       $ 4         2.06          $ 542       $ (4     5.66   

Credit Default Swaps – Purchased

                   

Single name

   $ 362       $ 5         2.59          $ 586       $ 1        3.69   

Index traded

     185         11         39.05            460         53        35.89   

Total

   $ 547       $ 16         14.92          $ 1,046       $ 54        17.85   

Total

   $ 849       $ 20         10.35          $ 1,588       $ 50        13.69   

 

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The notional amount of these credit default swaps by credit rating as of September 30, 2010 and December 31, 2009 follows:

Credit Ratings of Credit Default Swaps

 

Dollars in millions    September 30,
2010
     December 31,
2009
 

Credit Default Swaps – Sold

       

Investment grade (a)

   $ 281       $ 496   

Subinvestment grade (b)

     21         46   

Total

   $ 302       $ 542   

Credit Default Swaps – Purchased

       

Investment grade (a)

   $ 405       $ 894   

Subinvestment grade (b)

     142         152   

Total

   $ 547       $ 1,046   

Total

   $ 849       $ 1,588   
(a) Investment grade with a rating of BBB-/Baa3 or above based on published rating agency information.
(b) Subinvestment grade with a rating below BBB-/Baa3 based on published rating agency information.

The referenced/underlying assets for these credit default swaps as of September 30, 2010 and December 31, 2009 follow:

Referenced/Underlying Assets of Credit Default Swaps

 

     Corporate
Debt
    Commercial
mortgage-
backed
securities
    Loans  

September 30, 2010

     69     22     9

December 31, 2009

     66     29     5

We 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 related to a referenced entity or index. The maximum amount we would be required to pay under the credit default swaps in which we sold protection,

assuming all referenced underlyings experience a credit event at a total loss, without recoveries, was $302 million at September 30, 2010 compared with $542 million at December 31, 2009.

Risk Participation Agreements

We have entered into risk participation agreements sold with terms ranging from less than one year to 21 years. We will be required to make payments under these agreements if a customer defaults on its obligation to perform under certain derivative swap contracts with third parties.

Risk Participation Agreements Sold

 

Dollars in millions    Notional
Amount
     Estimated
Net Fair
Value
   

Weighted-Average
Remaining

Maturity In Years

 

September 30, 2010

   $ 1,593       $ (3     1.60   

December 31, 2009

   $ 1,728       $ (2     2.03   

Based on our internal risk rating process of the underlying swap counterparties, the percentages of the exposure amount of risk participation agreements sold by internal credit rating as of September 30, 2010 and December 31, 2009 follow:

Internal Credit Ratings of Risk Participation Agreements Sold

 

     September 30, 2010     December 31, 2009  

Pass (a)

     95     96

Below pass (b)

     5     4
(a) Indicates the expected risk of default is currently low.
(b) Indicates a higher degree of risk of default.

Assuming all underlying swap counterparties defaulted at September 30, 2010, the exposure from these agreements would be $66 million based on the fair value of the underlying swaps compared with $78 million at December 31, 2009.


 

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NOTE 13 EARNINGS PER SHARE

Basic and Diluted Earnings per Common Share

 

     Three months ended
September 30
     Nine months ended
September 30
 
In millions, except per share data    2010     2009      2010     2009  

Basic

         

Net income from continuing operations

   $ 775      $ 540       $ 2,204      $ 1,255   

Less:

         

Net income (loss) attributable to noncontrolling interests

     2        (20      (12     (7

Dividends distributed to common shareholders

     53        46         151        382   

Dividends distributed to preferred shareholders

     4        99         122        269   

Dividends distributed to nonvested restricted shares

            1   

Preferred stock discount accretion and redemptions

     3        13         254        42   

Undistributed net income from continuing operations

   $ 713      $ 402       $ 1,689      $ 568   

Undistributed net income from discontinued operations

     328        19         373        41   

Undistributed net income

   $ 1,041      $ 421       $ 2,062      $ 609   

Percentage of undistributed income allocated to common shares

     99.6     99.7      99.6     99.7

Undistributed income from continuing operations allocated to common shares

   $ 709      $ 400       $ 1,681      $ 566   

Plus: common dividends

     53        46         151        382   

Net income from continuing operations attributable to basic common shares

   $ 762      $ 446       $ 1,832      $ 948   

Net income from discontinued operations attributable to common shares

     328        19         373        41   

Net income attributable to basic common shares

   $ 1,090      $ 465       $ 2,205      $ 989   

Basic weighted-average common shares outstanding

     523        460         515        451   

Basic earnings per common share from continuing operations

   $ 1.45      $ .97       $ 3.56      $ 2.10   

Basic earnings per common share from discontinued operations

     .63        .04         .72        .09   

Basic earnings per common share

   $ 2.08      $ 1.01       $ 4.28      $ 2.19   

Diluted

         

Net income from continuing operations attributable to basic common shares

   $ 762      $ 446       $ 1,832      $ 948   

Less: BlackRock common stock equivalents

     3        5         11        9   

Net income from continuing operations attributable to diluted common shares

   $ 759      $ 441       $ 1,821      $ 939   

Net income from discontinued operations attributable to common shares

     328        19         373        41   

Net income attributable to diluted common shares

   $ 1,087      $ 460       $ 2,194      $ 980   

Basic weighted-average common shares outstanding

     523        460         515        451   

Dilutive potential common shares (a) (b)

     3        1         3        1   

Diluted weighted-average common shares outstanding

     526        461         518        452   

Diluted earnings per common share from continuing operations

   $ 1.45      $ .96       $ 3.52      $ 2.08   

Diluted earnings per common share from discontinued operations

     .62        .04         .72        .09   

Diluted earnings per common share

   $ 2.07      $ 1.00       $ 4.24      $ 2.17   

(a)Excludes stock options considered to be anti-dilutive

     13        15         11        16   

(b)Excludes warrants considered to be anti-dilutive

     22        22         22        22   

 

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NOTE 14 TOTAL EQUITY AND OTHER COMPREHENSIVE INCOME

Activity in total equity for the first nine months of 2010 follows. The par value of our preferred stock outstanding at September 30, 2010 totaled $.1 million and is excluded from the table.

Rollforward of Total Equity

 

    

Shareholders’ Equity

 
In millions  

Shares
Outstanding

Common
Stock

    Common
Stock
    Capital
Surplus –
Preferred
Stock
    Capital
Surplus –
Common
Stock
and
Other
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Treasury
Stock
    Noncontrolling
Interests
    Total
Equity
 

Balance at December 31, 2009

    462      $ 2,354      $ 7,974      $ 8,945      $ 13,144      $ (1,962   $ (513   $ 2,625      $ 32,567   

Cumulative effect of adopting ASU 2009-17, Consolidations

                                    (92     (13                     (105

Balance at January 1, 2010

    462      $ 2,354      $ 7,974      $ 8,945      $ 13,052      $ (1,975   $ (513   $ 2,625      $ 32,462   

Net income

              2,589              (12     2,577   

Other comprehensive income (loss), net of tax

                     

Other-than-temporary impairment losses on debt securities

                185              185   

Net unrealized securities gains

                1,318              1,318   

Net unrealized gains on cash flow hedge derivatives

                488              488   

Pension, other postretirement and postemployment benefit plan adjustments

                140              140   

Other

                                            (10                     (10

Comprehensive income

                                                            (12     4,698   

Cash dividends declared

                     

Common ($.30 per share)

              (151             (151

Preferred

              (122             (122

Redemption of Series N (TARP)

                     

Preferred Stock

          (7,579                 (7,579

Preferred stock discount accretion and redemptions

          251          (254             (3

Common stock activity (a)

    65        326          3,093                  3,419   

Treasury stock activity

    (1         (55         (39       (94

Other

                            25                                11        36   

Balance at September 30, 2010

    526      $ 2,680      $ 646      $ 12,008      $ 15,114      $ 146      $ (552   $ 2,624      $ 32,666   
(a) Includes 63.9 million common shares issuance, the net proceeds of which were used together with other available funds to redeem the Series N (TARP) Preferred Stock, for a $3.4 billion net increase in total equity.

Comprehensive income for the first nine months of 2009 was $3.4 billion.

Change in Accumulated Other Comprehensive Income (Loss)

 

Nine months ended September 30, 2010

In millions

   Pretax     Tax (Expense)
Benefit
    After-tax  

Change in net unrealized securities losses:

      

Decrease in net unrealized losses for securities with OTTI charges

   $ 5      $ (2   $ 3   

Less: OTTI losses realized in net income

     (281     99        (182

Change in net unrealized losses on OTTI securities

     286        (101     185   

Increase in net unrealized gains arising during the period for non-OTTI securities

     2,463        (913     1,550   

Less: Net gains realized in net income

     358        (126     232   

Change in net unrealized gains on non-OTTI securities

     2,105        (787     1,318   

Change in net unrealized securities losses

     2,391        (888     1,503   

Change in net unrealized gains on cash flow hedge derivatives:

      

Increase in net unrealized gains during the period on cash flow hedge derivatives

     1,066        (394     672   

Less: Net gains realized in net income

     292        (108     184   

Change in net unrealized gains on cash flow hedge derivatives

     774        (286     488   

Change in pension, other postretirement and postemployment benefit plan adjustments

     222        (82     140   

Change in other, net

     (23     13        (10

Change in other comprehensive income (loss)

   $ 3,364      $ (1,243   $ 2,121   

 

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Accumulated Other Comprehensive Income (Loss) Components

 

    September 30, 2010     December 31, 2009  
In millions   Pretax     After-tax     Pretax     After-tax  

Net unrealized securities gains/(losses)

  $ 878      $ 545      $ (1,207   $ (760

OTTI losses on debt securities

    (1,010     (631     (1,296     (816

Net unrealized gains on cash flow hedge derivatives

    1,037        654        263        166   

Pension, other postretirement and postemployment benefit plan adjustments

    (636     (402     (858     (542

Other, net

    (50     (20     (27     (10

Accumulated other comprehensive income (loss)

  $ 219      $ 146      $ (3,125   $ (1,962

 

Repurchase of Outstanding TARP Preferred Stock and Sale by US Treasury of TARP Warrant

Note 19 Equity in our 2009 Form 10-K describes our December 31, 2008 issuance of 75,792 shares of our Fixed Rate Cumulative Perpetual Preferred Shares, Series N (Series N Preferred Stock), related issuance discount and issuance of the warrant to purchase common shares to the US Treasury under the TARP Capital Purchase Program.

As approved by the Federal Reserve Board, US Treasury and our other banking regulators, on February 10, 2010, we redeemed all 75,792 shares of our Series N Preferred Stock held by the US Treasury totaling $7.6 billion. We used the net proceeds from the common stock and senior notes offerings described in Note 28 Subsequent Events in our 2009 Form 10-K and other funds to redeem the Series N Preferred Stock.

In connection with the redemption of the Series N Preferred Stock, we accelerated the accretion of the remaining issuance discount on the Series N Preferred Stock and recorded a corresponding reduction in retained earnings of $250 million during the first quarter of 2010. This resulted in a one-time, noncash reduction in net income attributable to common shareholders and related basic and diluted earnings per share.

Dividends of $89 million were paid on February 10, 2010 when the Series N Preferred Stock was redeemed. PNC paid total dividends of $421 million to the US Treasury while the Series N preferred shares were outstanding.

After exchanging its TARP Warrant for 16,885,192 warrants, each to purchase one share of PNC common stock, the US Treasury sold the warrants in a secondary public offering. The sale closed on May 5, 2010.

 

NOTE 15 INCOME TAXES

The net operating loss carryforwards and tax credit carryforwards at September 30, 2010 and December 31, 2009 follow:

Net Operating Loss Carryforwards and Tax Credit Carryforwards

 

In millions    September 30,
2010
     December 31,
2009
 

Net Operating Loss Carryforwards:

       

Federal

      $ 1,200   

State

   $ 1,630         2,000   

Valuation allowance – State

     31         31   

Tax Credit Carryforwards:

       

Federal

      $ 254   

State

   $ 4         4   

The federal net operating loss and tax credit carryforwards from December 31, 2009 were all utilized as of September 30, 2010.

The state net operating loss carryforwards will expire from 2010 to 2031. We have established a valuation allowance of $31 million relating to the state net operating losses at both September 30, 2010 and December 31, 2009.

The state tax credit carryforwards will expire from 2012 to 2031. We have established that no valuation allowance relating to the state tax credits is necessary based upon all available positive and negative evidence including PNC’s forecast of future taxable income.

PNC’s consolidated federal income tax returns through 2006 have been audited by the IRS and we have resolved all matters through the IRS Appeals Division. The IRS began its examination of PNC’s 2007 and 2008 consolidated federal income tax returns during the third quarter of 2010.


 

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The consolidated federal income tax returns of National City through 2007 have been audited by the IRS. Included in the 2003-2004 examination and the 2005-2007 examination were certain adjustments which are under review by the IRS Appeals Division. We do not anticipate any significant adverse impact to net income. The IRS began its examination of National City’s 2008 consolidated federal income tax return during the third quarter of 2010. Also, in July 2010, we received a favorable IRS letter ruling that resolved a prior tax position and resulted in a tax benefit of $89 million.

We had unrecognized tax benefits of $246 million at September 30, 2010 and $227 million at December 31, 2009. At September 30, 2010, the amount of unrecognized tax benefits that if recognized would impact the effective tax rate was $120 million.

It is reasonably possible that the liability for uncertain tax positions could increase or decrease in the next twelve months due to completion of tax authorities’ exams or the expiration of statutes of limitations. Management estimates that the liability for uncertain tax positions could decrease by $16 million within the next twelve months.

NOTE 16 SUMMARIZED FINANCIAL INFORMATION OF BLACKROCK

Summarized Consolidated Financial Information of BlackRock

 

In millions    Nine months ended
September 30
 
      2010     2009  

Total revenue

   $ 6,119      $ 3,156   

Total expenses

     4,061        2,267   

Operating income

     2,058        889   

Non-operating income (expense)

     5        (24

Income before income taxes

     2,063        865   

Income tax expense

     662        225   

Net income

     1,401        640   

Less: net income (loss) attributable to non-controlling interests

     (5     21   

Net income attributable to BlackRock

   $ 1,406      $ 619   

 

In millions    Three months ended
September 30
 
      2010      2009  

Total revenue

   $ 2,092       $ 1,140   

Total expenses

     1,385         783   

Operating income

     707         357   

Non-operating income

     78         78   

Income before income taxes

     785         435   

Income tax expense

     201         101   

Net income

     584         334   

Less: net income attributable to non-controlling interests

     33         17   

Net income attributable to BlackRock

   $ 551       $ 317   

 

NOTE 17 LEGAL PROCEEDINGS

The disclosure below updates the description of legal proceedings in Note 24 Legal Proceedings in Part II, Item 8 of our 2009 Annual Report on Form 10-K and in Note 17 Legal Proceedings in Part I, Item 1 of our first and second quarter 2010 Quarterly Reports on Form 10-Q (the “Prior Filings”).

In accordance with ASC 450-20-25, we establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a liability is probable and that the amount of loss can be reasonably estimated. Any such accruals are adjusted thereafter if appropriate in light of changed circumstances. We cannot provide any assurance that any amounts already accrued will represent the ultimate loss to us from the legal proceeding in question.

In our experience, legal proceedings are inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis (and, if proceeding as a class action, how the class will be defined), discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

National City Matters

In December 2008, we completed the acquisition of National City through the merger of National City into The PNC Financial Services Group, Inc. As a result, we are now responsible for litigation and other claims pending against National City and its subsidiaries at that time. We are also responsible for litigation and other claims arising out of the conduct of the business of National City and its subsidiaries before the acquisition that have been or will be in the future brought against us.

The lawsuits and other matters described below arise from National City’s business prior to the merger. We may be responsible for indemnifying individual defendants in these lawsuits and other matters.

ERISA Cases. The settlement reached by the parties in February 2010 remains subject to, among other things, final court approval. The court has scheduled a final settlement approval hearing for November 2010. The amount of the settlement is immaterial and has been accrued.


 

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Securities and State Law Fiduciary Cases.

   

In the lawsuit filed in August 2008 in the Palm Beach County, Florida, Circuit Court against National City and certain officers and directors of National City, the settlement reached by the parties in March 2010 remains subject to, among other things, final court approval. The court has scheduled a final settlement approval hearing for December 2010. The amount of the settlement is immaterial and has been accrued.

   

In the lawsuit filed in December 2008 in the United States District Court for the Northern District of Ohio against National City and some of its officers and directors, the settlement reached by the parties in July 2010 remains subject to, among other things, final court approval. The court has scheduled a final settlement approval hearing for November 2010. The amount of the settlement is immaterial and has been accrued.

Mortgage-Related Litigation

In October 2010, the Federal Home Loan Bank of Chicago brought a lawsuit in the Circuit Court of Cook County, Illinois, against numerous financial companies, including The PNC Financial Services Group, Inc., as successor in interest to National City Corporation, and PNC Investments LLC, as successor in interest to National City Investments, Inc. The complaint alleges that the defendants have liability to the Federal Home Loan Bank of Chicago in a variety of capacities (in the case of the National City entities, as underwriters) under Illinois state securities law and common law in connection with the alleged purchase of private-label mortgage-backed securities by the Federal Home Loan Bank of Chicago. According to the complaint, the Federal Home Loan Bank of Chicago purchased approximately $3.3 billion in mortgage-backed securities in total in transactions addressed by the complaint, approximately $345 million of which was allegedly in transactions involving the National City entities. The complaint alleges misrepresentations and omissions in connection with the sales of the mortgage-backed securities in question. The Federal Home Loan Bank seeks rescission, unspecified compensatory damages, interest, attorneys’ fees, costs, and any other relief deemed proper by the court.

Adelphia

In September 2010, the parties in the lawsuit being prosecuted by the Adelphia Recovery Trust reached a tentative settlement. The settlement is subject, among other things, to final documentation and court approval. Our share of the settlement is immaterial and has been accrued.

CBNV Mortgage Litigation

In September 2010, the United States Court of Appeals for the Third Circuit vacated the district court’s class certification decision and approval of the class settlement in the class action lawsuit in which the plaintiffs and class members have second mortgages that were assigned to Residential Finance

Corporation (“RFC”) and remanded the case to the district court for further proceedings. The plaintiffs in this litigation allege an illegal home equity lending scheme involving CBNV, another bank and RFC. Plaintiffs allege violations of the Real Estate Settlement Procedures Act (“RESPA”), the Racketeer Influenced and Corrupt Organizations Act, and certain state laws.

In connection with their appeal, the objecting class members asserted that CBNV’s annual percentage rate disclosures violated the Truth in Lending Act (“TILA”) and the Home Ownership and Equity Protection Act (“HOEPA”), that those claims are very valuable, and that the settling plaintiffs should have asserted those claims. The settling plaintiffs advanced a number of reasons why they did not assert TILA/HOEPA claims. The court of appeals decision focused on the district court’s finding that such claims were time-barred and for that reason not viable.

The court of appeals remanded the case to the United States District Court for the Western District of Pennsylvania for consideration of certain aspects of its decision certifying the settlement class and approving the settlement. The court of appeals instructed the district court to consider (a) whether a sub-class should be created for class members whose transactions occurred within one year (the limitations period for RESPA and TILA/HOEPA claims) of the date of filing of the earliest complaint in these actions, (b) whether class counsel is adequate in light of counsel’s justifications for not bringing TILA/HOEPA claims, and (c) whether a sub-class of North Carolina borrowers should be created.

In the proceedings in the General Court of Justice, Superior Court Division, for Wake County, North Carolina and the North Carolina Court of Appeals, in September 2010, one of the plaintiffs filed papers seeking permission to proceed with certification proceedings for a class of North Carolina borrowers, noting that the injunction against such class proceedings contained in the order of the Pennsylvania federal district court’s order approving the settlement will expire when the decision of the federal court of appeals becomes final.

The remand to the federal district court for consideration of the issues described above increases the unpredictability of our exposure in our CBNV mortgage cases.

Overdraft Litigation

In August 2010, the Judicial Panel on Multidistrict Litigation denied the motion to transfer to the United States District Court for the Southern District of Florida (the “MDL Court”) the lawsuit pending against National City Bank in the United States District Court for the District of Columbia. The plaintiffs have filed a motion with the District of Columbia court for preliminary approval of the parties’ settlement. A member of the proposed settlement class, who is the named plaintiff in another lawsuit filed in the MDL Court, has filed objections to approval of this settlement. If preliminary


 

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approval is granted, the settlement of the lawsuit pending in the District of Columbia would be subject to, among other things, notice to the proposed class and final court approval. The amount of the settlement is immaterial and has been accrued.

Regulatory and Governmental Inquiries

Numerous federal and state governmental, legislative and regulatory authorities are investigating practices in the mortgage lending and servicing industries. PNC has received inquiries from governmental, legislative and regulatory authorities on this topic and is cooperating with these inquiries. These inquiries may lead to administrative, civil or criminal proceedings, possibly resulting in remedies including fines, penalties, restitution, or alterations in our business practices. At this time, as a result of the number and range of authorities conducting the investigations and inquiries, as well as the nature of these types of investigations and inquiries, among other factors, PNC cannot predict the cost to or effect on PNC from potential governmental, legislative or regulatory actions arising out of these investigations and inquiries.

NOTE 18 COMMITMENTS AND GUARANTEES

EQUITY FUNDING AND OTHER COMMITMENTS

Our unfunded commitments at September 30, 2010 included private equity investments of $370 million and other investments of $21 million.

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 and internal credit ratings were as follows:

Net Outstanding Standby Letters of Credit

 

Dollars in billions    September 30
2010
    December 31
2009
 

Net outstanding standby letters of credit

   $ 9.9      $ 10.0   

Internal credit ratings (as percentage of portfolio):

      

Pass (a)

     90     86

Below pass (b)

     10     14
(a) Indicates that expected risk of loss is currently low.
(b) Indicates a higher degree of risk of default.

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 September 30, 2010 had terms

ranging from less than 1 year to 9 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 $12.7 billion at September 30, 2010, of which $6.3 billion support remarketing programs.

As of September 30, 2010, assets of $2.1 billion secured certain specifically identified standby letters of credit. Recourse provisions from third parties of $2.8 billion were also available for this purpose as of September 30, 2010. 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 $233 million at September 30, 2010.

STANDBY BOND PURCHASE AGREEMENTS AND OTHER LIQUIDITY FACILITIES

We enter into standby bond purchase agreements to support municipal bond obligations. At September 30, 2010, the aggregate of our commitments under these facilities was $328 million. We also enter into certain other liquidity facilities to support individual pools of receivables acquired by commercial paper conduits. At September 30, 2010 our total commitments under these facilities were $145 million.

INDEMNIFICATIONS

As further described in our 2009 Form 10-K, we are a party to numerous acquisition or divestiture agreements under which we have purchased or sold, or agreed to purchase or sell, various 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


 

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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.

In the ordinary course of business, 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. We also 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 which were insignificant at September 30, 2010.

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 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 with respect to pending litigation or investigations during the first nine months of 2010. 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 sale of GIS, PNC agreed to continue to act for the benefit of GIS as securities lending agent for certain of GIS’s clients. In such role, 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 September 30, 2010, the total maximum potential exposure as a result of these indemnity obligations was $6.6 billion, although the collateral at the time exceeded that amount. In addition, the purchaser of GIS, The Bank of New York Mellon Corporation, has entered into an agreement to indemnify PNC with respect to such exposure on the terms set forth in such indemnification agreement.

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). Our 2009 Form 10-K has additional information regarding the October 2007 Visa restructuring, our involvement with judgment and loss sharing agreements with Visa and certain other banks, and other 2009 developments in this area.

In May 2010, Visa funded $500 million to their litigation escrow account and reduced the conversion ratio of Visa B to A shares. We consequently recognized our estimated $47 million share of the $500 million as a reduction of our indemnification liability and a reduction of noninterest expense.

In September 2010, Visa announced their intention to fund their litigation escrow account by $800 million. This announcement did not have an impact on our Visa indemnification liability as of September 30, 2010. This funding occurred in October 2010. As a result, we expect to recognize an additional $76 million reduction of the indemnification liability.

Our Visa indemnification liability included on our Consolidated Balance Sheet at September 30, 2010 totaled $146 million as a result of the indemnification provision in Section 2.05j of the Visa By-Laws and/or the indemnification provided through the judgment and loss sharing agreements which is considered appropriate at this time in consideration of the Visa announcement. Any ultimate exposure to the specified Visa litigation may be different than this amount.

RECOURSE AGREEMENTS

We are authorized to originate, underwrite, close to fund and service commercial mortgage loans and then sell them to FNMA under FNMA’s DUS program. We have similar arrangements with FHLMC.

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share arrangement. At September 30, 2010, the potential exposure to loss was $4.0 billion. Accordingly, we maintain a reserve for such potential losses. At September 30, 2010, the unpaid principal balance outstanding of loans sold as a participant in these programs was $13.4 billion. The reserves for losses under these programs, totaled $30 million as of September 30, 2010 and is included in Other liabilities on our Consolidated Balance Sheet. If payment is required under these programs, we would not have a contractual interest in the collateral underlying the mortgage loans on which losses occurred, although the value of the collateral is taken into account in determining our share of such losses. The serviced loans are not included on our Consolidated Balance Sheet.

We sell residential mortgage loans pursuant to agreements which require us to make certain representations and warranties to investors for defects that may have occurred during the origination of the sold loans. Key aspects of such representations and warranties cover the loan’s compliance with any applicable loan criteria established by the investor, including underwriting standards; delivery of all required loan documents to the investor or its designated party; and the ownership of the loan and validity of the lien securing the loan. As a result of these contractual obligations, investors may request PNC to indemnify them against losses on certain loans or to repurchase loans in which investors believe a breach in an origination representation and warrant has occurred. We respond to these requests within 30 to 60 days. During 2009 and the first nine months of 2010 the frequency of indemnification and repurchase requests increased in relation to prior years. This increase was primarily driven by higher sold loan delinquencies, resulting from deterioration in the overall economic conditions and trends, particularly those impacting the residential housing sector.

We have established reserves pursuant to these recourse agreements based on claims made and our estimate of expected future claims on a loan by loan basis which relate primarily to loans originated in years 2006-2008. Origination and sale of residential mortgages is an ongoing business activity and, accordingly, management continually assesses the need for reserves pursuant to the associated recourse agreements. Because the amount of future claims made could exceed our estimate or the extent of risk could be greater than that which we assumed in establishing our reserve, potential exists for additional loss above our established recourse reserves. Additionally, because the ultimate amount of claims made is based on the behavior of each counterparty to the original loan sale, as well as our ability to negotiate a mutually satisfactory resolution, we are unable to estimate the amount of loss that could occur in excess of our established reserves.

Additionally, prior to the acquisition, National City also sold home equity loans/lines of credit under agreements with similar contractual loan representation and warranties. We have established a reserve of approximately 2% on a portfolio of $6 billion covered by the representation and warranties

agreement. These activities were part of a brokered home equity business that PNC is no longer engaged in.

Upon completion of its own investigation as to the validity of the claim, PNC will repurchase or provide indemnification on such loans where appropriate. This may take the form of an outright repurchase of the loan or a settlement payment to the investor. If the loan is repurchased it is properly considered in our nonperforming loan disclosures and statistics.

Management maintains a liability for estimated losses on loans expected to be repurchased, or on which indemnification is expected to be provided, and regularly evaluates the adequacy of this recourse liability based on trends in repurchase and indemnification requests, actual loss experience, known and inherent risks in the loans, and current economic conditions. As part of its evaluation of the adequacy

of this recourse liability, management considers estimated loss projections over the life of the subject loan portfolio.

At September 30, 2010, the total liability for estimated losses on such repurchase and indemnification claims, including reserves related to the DUS programs described above, was $290 million, which is reported in Other liabilities on the Consolidated Balance Sheet. An analysis of the changes in this liability during the first nine months of 2010 follows:

Analysis of Estimated Losses on Repurchase and Indemnification Claims

 

In millions   Residential
Mortgage
Banking
    Distressed
Assets
Portfolio (a)
    Other (b)     Total  

January 1, 2010

  $ 229      $ 44      $ 73      $ 346   

Reserve adjustments, net

    103        71        (17     157   

Losses – loan repurchases and settlements

    (177     (12       (189

Loan sales

                    (24     (24

September 30, 2010

  $ 155      $ 103      $ 32      $ 290   
(a) Consists of reserves for repurchases and indemnifications for home equity loans/lines of credit sold from 2005 to 2007.
(b) Consists primarily of reserves for DUS and similar programs described above.

REINSURANCE AGREEMENTS

We have two wholly-owned captive insurance subsidiaries which provide reinsurance to third-party insurers related to insurance sold to our customers. These subsidiaries enter into various types of reinsurance agreements with third-party insurers where the subsidiary assumes the risk of loss through either an excess of loss or quota share agreement up to 100% reinsurance. In excess of loss agreements, these subsidiaries assume the risk of loss for an excess layer of coverage up to specified limits, once a defined first loss percentage is met. In quota share agreements, the subsidiaries and third-party insurers share the responsibility for payment of all claims.


 

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Reserves recognized for probable losses on these policies and the aggregate maximum exposure up to the specified limits for all reinsurance contracts were as follows:

Reinsurance Agreements

 

In millions except as noted    September 30,
2010
 

Reserves for probable losses

   $ 178   

Maximum exposure (billions)

   $ 4.3   

The comparable amount of reserves for probable losses as of December 31, 2009 was $220 million.

REPURCHASE AND RESALE AGREEMENTS

We enter into repurchase and resale agreements where we transfer investment securities to/from a third party with the agreement to repurchase/resell those investment securities at a future date for a specified price. These transactions are accounted for as collateralized borrowings/financings.

NOTE 19 SEGMENT REPORTING

We have six reportable business segments:

   

Retail Banking

   

Corporate & Institutional Banking

   

Asset Management Group

   

Residential Mortgage Banking

   

BlackRock

   

Distressed Assets Portfolio

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 our 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. As a result of its sale, GIS is no longer a reportable business segment.

Financial results are presented, to the extent practicable, as if each business operated on a stand-alone basis. As permitted under GAAP, we have aggregated the business results for certain similar 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 servicing businesses using our risk-based economic capital model. We have assigned capital to Retail Banking equal to 6% of funds to approximate market comparables for this business.

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 each business segment’s loan portfolio. Our allocation of the costs incurred by operations and other shared support areas not directly aligned with the businesses is primarily based on the use of services.

Total business segment financial results differ from consolidated income from continuing operations before noncontrolling interests, which itself excludes the earnings and revenue attributable to GIS, including the related after-tax gain on sale in the third quarter of 2010, that are reflected in discontinued operations. The impact of these differences is reflected in the “Other” category in the business segment tables. “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, integration costs, asset and liability management activities including net securities gains or losses and certain trading activities, exited businesses, equity management activities, alternative investments, intercompany eliminations, most corporate overhead, and differences between business segment performance reporting and financial statement reporting (GAAP), including the presentation of net income attributable to noncontrolling interests. 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 consumer and small business customers within our primary geographic markets. Our customers are serviced through our branch network, call centers and the internet. The branch network is located primarily in Pennsylvania, Ohio, New Jersey, Michigan, Maryland, Illinois, Indiana, Kentucky, Florida, Virginia, Missouri, Delaware, Washington, D.C., and Wisconsin.

Corporate & Institutional Banking provides lending, treasury management, and capital markets-related products and services to mid-sized corporations, government and not-for-profit 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, our multi-seller conduit, securities underwriting, and securities sales and trading. Corporate & Institutional Banking also provides commercial loan servicing, and 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 offered nationally.


 

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Asset Management Group includes personal wealth management for high net worth and ultra high net worth clients and institutional asset management. Wealth management products and services include financial planning, customized investment management, private banking, tailored credit solutions and trust management and administration for individuals and their families. Institutional asset management provides investment management, custody, and retirement planning services. The institutional clients include corporations, foundations and unions and charitable endowments located primarily in our geographic footprint.

Residential Mortgage Banking directly originates primarily first lien residential mortgage loans on a nationwide basis with a significant presence within the retail banking footprint and also originates loans through joint venture partners. Mortgage loans represent loans collateralized by one-to-four-family residential real estate. These loans are typically underwritten to government agency and/or third party standards, and sold, servicing retained, to primary mortgage market conduits FNMA, FHLMC, Federal Home Loan Banks and third-party investors, or are securitized and issued under the Government National Mortgage Association (GNMA) program. The mortgage servicing operation performs all functions related to

servicing mortgage loans – primarily those in first lien position – for various investors and for loans owned by PNC. Certain loans originated through our joint ventures are serviced by a joint venture partner.

BlackRock is the largest publicly traded investment management firm in the world. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, multi-asset class, alternative and cash management separate accounts and funds, including iShares®, the global product leader in exchange traded funds. In addition, BlackRock provides market risk management, financial markets advisory and enterprise investment system services globally to a broad base of clients. At September 30, 2010, our share of BlackRock’s earnings was 23%.

Distressed Assets Portfolio includes commercial residential development loans, cross-border leases, consumer brokered home equity loans, retail mortgages, non-prime mortgages, and residential construction loans. These loans require special servicing and management oversight given current market conditions. The majority of these loans are from acquisitions, primarily National City.


 

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Results Of Businesses

 

Three months ended September 30

In millions

  Retail
Banking
    Corporate &
Institutional
Banking
   

Asset

Management

Group

    Residential
Mortgage
Banking
    BlackRock    

Distressed
Assets

Portfolio

    Other     Consolidated  

2010

                 

Income Statement

                 

Net interest income

  $ 858      $ 818      $ 67      $ 53        $ 279      $ 140      $ 2,215   

Noninterest income

    497        237        150        232      $ 128        (35     174        1,383   

Total revenue

    1,355        1,055        217        285        128        244        314        3,598   

Provision for (recoveries of) credit losses

    327        (48     (12     21          176        22        486   

Depreciation and amortization

    47        33        10        1            67        158   

Other noninterest expense

    991        413        150        118                46        282        2,000   

Income (loss) from continuing operations before income taxes

    (10     657        69        145        128        22        (57     954   

Income taxes (benefit)

    (3     230        25        47        29        5        (154     179   

Income (loss) from continuing operations before noncontrolling interests

  $ (7   $ 427      $ 44      $ 98      $ 99      $ 17      $ 97      $ 775   

Inter-segment revenue

                  $ 3      $ 4      $ 6      $ (3   $ (10        

Average Assets (a)

  $ 66,594      $ 76,852      $ 6,972      $ 9,164      $ 6,275      $ 16,745      $ 81,977      $ 264,579   

2009

                 

Income Statement

                 

Net interest income

  $ 865      $ 907      $ 70      $ 83        $ 235      $ 64      $ 2,224   

Noninterest income

    569        401        155        209      $ 98        19        178        1,629   

Total revenue

    1,434        1,308        225        292        98        254        242        3,853   

Provision for credit losses

    313        384        9        4          168        36        914   

Depreciation and amortization

    66        35        10        1            78        190   

Other noninterest expense

    974        424        152        140                62        272        2,024   

Income (loss) from continuing operations before income taxes

    81        465        54        147        98        24        (144     725   

Income taxes (benefit)

    31        156        19        56        24        10        (111     185   

Income (loss) from continuing operations before noncontrolling interests

  $ 50      $ 309      $ 35      $ 91      $ 74      $ 14      $ (33   $ 540   

Inter-segment revenue

  $ (2   $ 3      $ 5      $ 1      $ 4      $ (4   $ (7        

Average Assets (a)

  $ 65,053      $ 81,245      $ 7,260      $ 9,039      $ 4,599      $ 22,317      $ 84,535      $ 274,048   
 

Nine months ended September 30

In millions

  Retail
Banking
    Corporate &
Institutional
Banking
    Asset
Management
Group
    Residential
Mortgage
Banking
    BlackRock     Distressed
Assets
Portfolio
    Other     Consolidated  

2010

                 

Income Statement

                 

Net interest income

  $ 2,607      $ 2,597      $ 197      $ 206        $ 964      $ 458      $ 7,029   

Noninterest income

    1,493        904        468        568      $ 326        (37     522        4,244   

Total revenue

    4,100        3,501        665        774        326        927        980        11,273   

Provision for (recoveries of) credit losses

    946        285        11        (3       745        76        2,060   

Depreciation and amortization

    169        105        31        3            207        515   

Other noninterest expense

    2,838        1,207        446        346                169        752        5,758   

Income (loss) from continuing operations before income taxes

    147        1,904        177        428        326        13        (55     2,940   

Income taxes (benefit)

    50        674        65        156        73        5        (287     736   

Income from continuing operations before noncontrolling interests

  $ 97      $ 1,230      $ 112      $ 272      $ 253      $ 8      $ 232      $ 2,204   

Inter-segment revenue

          $ 20      $ 9      $ 9      $ 17      $ (10   $ (45        

Average Assets (a)

  $ 67,380      $ 77,764      $ 7,043      $ 8,903      $ 6,275      $ 18,246      $ 79,744      $ 265,355   

2009

                 

Income Statement

                 

Net interest income (expense)

  $ 2,688      $ 2,802      $ 241      $ 261        $ 861      $ (116   $ 6,737   

Noninterest income

    1,653        1,065        460        891      $ 191        71        274        4,605   

Total revenue

    4,341        3,867        701        1,152        191        932        158        11,342   

Provision for credit losses

    921        1,320        72        3          457        108        2,881   

Depreciation and amortization

    201        106        31        4            241        583   

Other noninterest expense

    2,957        1,250        468        486                197        923        6,281   

Income (loss) from continuing operations before income taxes

    262        1,191        130        659        191        278        (1,114     1,597   

Income taxes (benefit)

    101        416        48        249        40        106        (618     342   

Income (loss) from continuing operations before noncontrolling interests

  $ 161      $ 775      $ 82      $ 410      $ 151      $ 172      $ (496   $ 1,255   

Inter-segment revenue

  $ (3   $ 8      $ 14      $ 4      $ 12      $ (13   $ (22        

Average Assets (a)

  $ 65,281      $ 86,391      $ 7,367      $ 8,289      $ 4,599      $ 23,627      $ 83,006      $ 278,560   
(a) Period-end balances for BlackRock.

 

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STATISTICAL INFORMATION (Unaudited)

THE PNC FINANCIAL SERVICES GROUP, INC.

Average Consolidated Balance Sheet And Net Interest Analysis

 

      Nine months ended September 30  
      2010     2009  
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:

              

Investment securities

              

Securities available for sale

              

Residential mortgage-backed

              

Agency

   $ 21,745      $ 653         4.00   $ 21,628      $ 791         4.87

Non-agency

     9,491        424         5.96        12,399        621         6.67   

Commercial mortgage-backed

     3,798        152         5.31        4,645        196         5.63   

Asset-backed

     2,043        64         4.20        1,975        118         7.99   

US Treasury and government agencies

     7,987        173         2.88        3,829        87         3.01   

State and municipal

     1,348        57         5.65        1,356        55         5.41   

Other debt

     2,502        55         2.92        1,118        30         3.58   

Corporate stocks and other

     458                 .12        410        2         .79   

Total securities available for sale

     49,372        1,578         4.26        47,360        1,900         5.35   

Securities held to maturity

              

Commercial mortgage-backed

     3,509        151         5.72        1,985        93         6.24   

Asset-backed

     3,598        70         2.61        1,827        66         4.82   

Other

     63        5         11.57        41        2         6.20   

Total securities held to maturity

     7,170        226         4.21        3,853        161         5.56   

Total investment securities

     56,542        1,804         4.25        51,213        2,061         5.36   

Loans

              

Commercial

     54,431        2,138         5.18        63,054        2,433         5.09   

Commercial real estate

     21,068        801         5.01        25,173        1,013         5.31   

Equipment lease financing

     6,243        242         5.17        6,213        221         4.74   

Consumer

     55,107        2,174         5.27        52,185        2,066         5.29   

Residential mortgage

     18,237        998         7.30        21,529        1,054         6.53   

Total loans

     155,086        6,353         5.44        168,154        6,787         5.36   

Loans held for sale

     2,716        208         10.22        4,322        196         6.05   

Federal funds sold and resale agreements

     1,821        28         2.04        1,921        32         2.23   

Other

     8,906        144         2.15        15,400        120         1.03   

Total interest-earning assets/interest income

     225,071        8,537         5.04        241,010        9,196         5.07   

Noninterest-earning assets:

              

Allowance for loan and lease losses

     (5,180          (4,248     

Cash and due from banks

     3,587             3,645        

Other

     41,877             38,153        

Total assets

   $ 265,355           $ 278,560        

Liabilities and Equity

              

Interest-bearing liabilities:

              

Interest-bearing deposits

              

Money market

   $ 58,206        206         .47      $ 54,999        457         1.11   

Demand

     24,903        27         .14        23,225        54         .31   

Savings

     6,932        10         .19        6,534        11         .22   

Retail certificates of deposit

     44,190        492         1.49        56,249        825         1.96   

Other time

     885        19         2.84        6,228        53         1.13   

Time deposits in foreign offices

     2,781        4         .22        3,510        7         .25   

Total interest-bearing deposits

     137,897        758         .73        150,745        1,407         1.25   

Borrowed funds

              

Federal funds purchased and repurchase agreements

     4,227        10         .32        4,571        13         .38   

Federal Home Loan Bank borrowings

     8,612        56         .86        15,288        179         1.55   

Bank notes and senior debt

     12,694        225         2.33        13,202        352         3.52   

Subordinated debt

     9,700        367         5.04        10,297        460         5.96   

Other

     5,604        36         .86        2,310        29         1.66   

Total borrowed funds

     40,837        694         2.25        45,668        1,033         3.00   

Total interest-bearing liabilities/interest expense

     178,734        1,452         1.08        196,413        2,440         1.65   

Noninterest-bearing liabilities and equity:

              

Noninterest-bearing deposits

     44,092             40,436        

Allowance for unfunded loan commitments and letters of credit

     255             330        

Accrued expenses and other liabilities

     11,186             11,782        

Equity

     31,088             29,599        

Total liabilities and equity

   $ 265,355                       $ 278,560                    

Interest rate spread

          3.96             3.42   

Impact of noninterest-bearing sources

                      .22                         .30   

Net interest income/margin

           $ 7,085         4.18           $ 6,756         3.72

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 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. The interest-earning deposits with the Federal Reserve are included in the 'Other' interest-earning assets category.

 

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Average Consolidated Balance Sheet And Net Interest Analysis (Continued)

 

Third Quarter 2010     Second Quarter 2010     Third Quarter 2009  

Average

Balances

  

Interest

Income/

Expense

    

Average

Yields/

Rates

    Average
Balances
   

Interest

Income/

Expense

    

Average

Yields/

Rates

    Average
Balances
   

Interest

Income/

Expense

    

Average

Yields/

Rates

 
                   
                   
                   
                   
                   

$22,916

   $ 229         4.00   $ 20,382      $ 196         3.83   $ 20,838      $ 248         4.75

8,917

     134         6.04        9,358        140         5.97        11,553        191         6.60   

3,100

     42         5.34        2,962        39         5.29        5,052        68         5.40   

2,436

     21         3.51        1,695        21         4.96        1,911        47         10.04   

7,758

     52         2.67        8,708        61         2.81        6,026        47         3.06   

1,323

     17         5.19        1,356        19         5.50        1,367        18         5.16   

3,092

     21         2.64        2,526        18         2.94        1,647        14         3.40   

472

              .12        446                 .13        388                 .41   

50,014

     516         4.13        47,433        494         4.16        48,782        633         5.19   
                   

4,130

     60         5.81        4,264        60         5.62        1,987        30         6.02   

3,435

     21         2.45        3,697        24         2.61        2,197        25         4.63   

9

              7.87        21                 9.29        102        2         6.21   

7,574

     81         4.29        7,982        84         4.23        4,286        57         5.31   

57,588

     597         4.15        55,415        578         4.17        53,068        690         5.20   
                   

53,502

     713         5.21        54,349        729         5.30        58,457        771         5.17   

19,847

     223         4.40        20,963        269         5.08        24,491        311         4.96   

6,514

     86         5.27        6,080        77         5.13        6,045        65         4.27   

55,036

     708         5.11        54,939        736         5.37        52,066        656         5.00   

16,766

     281         6.70        18,576        359         7.73        20,847        297         5.70   

151,665

     2,011         5.24        154,907        2,170         5.58        161,906        2,100         5.12   

3,021

     55         7.22        2,646        87         13.15        3,696        69         7.34   

1,602

     9         2.26        2,193        10         1.73        2,417        10         1.74   

9,801

     51         2.04        9,419        46         1.93        14,607        35         .95   

223,677

     2,723         4.82        224,580        2,891         5.13        235,694        2,904         4.88   
                   

(5,290)

          (5,113          (4,264     

3,436

          3,595             3,547        

42,756

          41,304             39,071        

$264,579

        $ 264,366           $ 274,048        
                   
                   
                   

$58,016

     62         .42      $ 58,679        68         .46      $ 56,662        111         .77   

25,078

     7         .11        24,953        9         .14        23,874        14         .24   

7,092

     3         .18        7,075        4         .19        6,652        3         .18   

41,724

     155         1.47        43,745        156         1.44        53,468        245         1.81   

740

     5         2.54        881        6         2.90        2,841        11         1.63   

2,650

     1         .23        2,661        1         .21        3,356        3         .27   

135,300

     233         .68        137,994        244         .71        146,853        387         1.04   
                   

4,179

     3         .29        4,159        3         .29        4,422        3         .33   

7,680

     20         1.04        8,575        19         .83        12,996        34         1.03   

12,799

     92         2.81        12,666        49         1.53        12,542        99         3.09   

9,569

     127         5.27        9,764        110         4.54        10,214        134         5.24   

4,886

     11         .89        6,005        14         .92        2,806        9         1.25   

39,113

     253         2.56        41,169        195         1.88        42,980        279         2.57   

174,413

     486         1.10        179,163        439         .98        189,833        666         1.39   
                   

45,306

          44,308             41,816        

218

          251             319        

12,687

          10,446             11,489        

31,955

          30,198             30,591        

$264,579

                    $ 264,366                       $ 274,048                    
        3.72             4.15             3.49   
                .24                         .20                         .27   
     $ 2,237         3.96           $ 2,452         4.35           $ 2,238         3.76

Loan fees for the nine months ended September 30, 2010 and September 30, 2009 were $117 million and $118 million, respectively. Loan fees for the three months ended September 30, 2010, June 30, 2010, and September 30, 2009 were $29 million, $43 million, and $40 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 nine months ended September 30, 2010 and September 30, 2009 were $59 million and $47 million, respectively. The taxable-equivalent adjustments to interest income for the three months ended September 30, 2010, June 30, 2010, and September 30, 2009 were $22 million, $19 million, and $16 million, respectively.

 

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Table of Contents

 

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See the information set forth in Note 17 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 following risk factor is added to the risk factors previously disclosed in PNC’s 2009 Form 10-K and its Form 10-Q for the quarter ended June 30, 2010, in response to Part II, Item 1A. In general, these risk factors, including the risk factor added below, may present the risk of a material impact on our results of operations or financial condition, in addition to other possible consequences described therein. These risk factors are also discussed further in other parts of our Form 10-K and this Report.

PNC faces increased risk arising out of its mortgage lending and servicing businesses.

Numerous federal and state governmental, legislative and regulatory authorities are investigating practices in the mortgage lending and servicing industries. PNC has received inquiries from governmental, legislative and regulatory authorities on this topic and is cooperating with these inquiries. These inquiries may lead to administrative, civil or criminal proceedings, possibly resulting in remedies including fines, penalties, restitution, or alterations in our business practices.

In addition to governmental or regulatory investigations, PNC, like other companies with residential mortgage origination and servicing operations, faces the risk of class actions, other litigation and claims from the owners of, investors in or purchasers of mortgages originated or serviced by PNC (or securities backed by such mortgages); homeowners involved in foreclosure proceedings; downstream purchasers of homes sold after foreclosure; title insurers; and other potential claimants. At this time PNC cannot predict the cost to or effect upon PNC from governmental, legislative or regulatory actions or private litigation or claims arising out of residential mortgage lending and servicing practices, although such actions, litigation and claims could, individually or in the aggregate, result in significant expense.

PNC commenced a review of its residential mortgage servicing procedures related to foreclosures after learning of the industry-wide servicing issues in late September 2010. After a review of the legal requirements in all fifty states and the District of Columbia, and of its own procedures, practices, information systems, and documentation, PNC has developed enhanced procedures designed to ensure that the documentation accompanying the foreclosures it pursues complies with all relevant law. The review, correction and refiling of foreclosure documentation in the various states

could continue for a number of months, depending upon federal, state, local and private judicial and regulatory actions.

PNC expects that its mortgage servicing-related costs will increase. These incremental costs include, but are not limited to, the costs associated with commitment of additional resources to review and enhance PNC’s procedures and to replace foreclosure documentation, as well as associated noninterest expenses for higher servicing and legal costs.

The issues described above may affect the value of our ownership interests, direct or indirect, in property subject to foreclosure. In addition, possible delays in the schedule for processing foreclosures also may result in an increase in nonperforming loans, additional servicing costs and possible demands for contractual fees or penalties under servicing agreements. There is also an increase in the risk of repurchase requests arising out of either the foreclosure process or origination issues. Reputational damage arising out of this industry-wide inquiry could also have an adverse effect upon our existing mortgage business and could reduce future business opportunities.

One or more of the foregoing could adversely affect PNC’s operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Details of our repurchases of PNC common stock during the third quarter of 2010 are included in the following table:

In thousands, except per share data

 

2010 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)
 

July 1 – July 31

    162      $ 59.08          24,710   

Aug 1 – Aug 31

    145      $ 55.21          24,710   

Sep 1 – Sep 30

    127      $ 53.47          24,710   

Total

    434      $ 56.14                   
(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 third quarter of 2010.
(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.

In addition to the repurchases of PNC common stock during the third quarter of 2010 included in the table above, PNC called its $1.80 Cumulative Convertible Preferred Stock – Series A for redemption in accordance with the terms of that stock effective September 10, 2010 and redeemed 1,777 outstanding shares of that stock at the redemption price of $40.00 per share.


 

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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

 

  10.75    2010 forms of employee performance units agreements
  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 by Chief Executive Officer pursuant to 18 U.S.C. Section 1350
  32.2    Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101    Interactive Data File (XBRL)

You can obtain copies of these Exhibits electronically at the SEC’s website 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. 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. The interactive data file (XBRL) exhibit is only available electronically.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 9, 2010 on its behalf by the undersigned thereunto duly authorized.

 

The PNC Financial Services Group, Inc.  

/s/ Richard J. Johnson

 

Richard J. Johnson

 

Executive Vice President and 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 common stock of the PNC Financial Services Group, Inc. 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. We provide information for investors in portions of our corporate website, such as the Investor Events, Quarterly Earnings, SEC Filings, Financial Information, Financial Press Releases and Message from the Chairman areas that you can find under “About PNC – Investor Relations.” In this section, we will from time to time post information that we believe may be important or useful to investors. We generally post the following shortly before or promptly following its first use or release: financially-related press releases (including earnings releases), various SEC filings, presentation materials associated with earnings and other investor conference calls or events, and access to live and taped audio from such calls or events. When warranted, we will also use our website to expedite public access to time-critical information regarding PNC in advance of distribution of a press release or a filing with the SEC disclosing the same information. You can also find the SEC reports and corporate governance information described in the sections below in the Investor Relations section of our website.

Where we have included web addresses in this Report, such as our web address and web addresses of the SEC and of BlackRock, we have included those web addresses as inactive textual references only. Except as specifically incorporated by reference into this Report, information on those websites is not part hereof.

FINANCIAL INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and, in accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements, and other information with the 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 the online contact form at www.computershare.com/contactus for copies without exhibits or by contacting Shareholder Relations at

800-843-2206 or via email at investor.relations@pnc.com for copies of exhibits. The interactive data file (XBRL) exhibit is only available electronically.

CORPORATE GOVERNANCE AT PNC Information about our Board of Directors and its committees and 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 PNC’s Code of Business Conduct and Ethics or our Corporate Governance Guidelines or the charters of our Board’s Audit, Nominating and Governance, Personnel and Compensation, or Risk Committees (all of which are posted on the PNC corporate website) may do so by sending their requests to George P. Long, III, Chief Governance Counsel and 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 email at investor.relations@pnc.com.

News media representatives and others seeking general information should contact Fred Solomon, Vice President, Corporate Communications, at 412-762-4550 or via email 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

 

2010 Quarter

             

First

   $ 61.80       $ 50.46       $ 59.70       $ .10   

Second

     70.45         56.30         56.50         .10   

Third

     62.99         49.43         51.91         .10   

Total

                              $ .30   

2009 Quarter

             

First

   $ 50.42       $ 16.20       $ 29.29       $ .66   

Second

     53.22         27.50         38.81         .10   

Third

     48.78         33.06         48.59         .10   

Fourth

     57.86         43.37         52.79         .10   

Total

                              $ .96   

DIVIDEND POLICY Holders of PNC common stock are entitled to receive dividends when declared by the Board of Directors out of funds legally available for this purpose. Our Board of Directors may not pay or set apart dividends on the common


 

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stock until dividends for all past dividend periods on any series of outstanding preferred stock have been paid or declared and set apart for payment. The Board presently intends to continue the policy of paying quarterly cash dividends. The amount of any future dividends will depend on economic and market conditions, our financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies (such as those relating to the ability of bank and non-bank subsidiaries to pay dividends to the parent company).

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 conveniently purchase additional shares of common stock. You can obtain a prospectus and enrollment form by contacting Shareholder Services at 800-982-7652.

REGISTRAR AND STOCK TRANSFER AGENT

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

800-982-7652


 

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