01—Abstract
Summary
Summary of the 10-K/A filed May 15, 2003. Cited figures are marked; the original filing is the authoritative source.
This document is not a full annual report.
It is Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2002, and its only purpose is to replace Exhibit 23.1, the consent of Deloitte & Touche LLP, the Corporation's independent auditors. It contains no financial statements, revenue, earnings, balance sheet, capital ratios, or management discussion, so it cannot support an investment assessment of PNC's 2002 performance. The original Form 10-K was filed March 13, 2003.
The filing date of May 15, 2003 you cited does not appear in the document text. The amendment's exhibit index is still useful for context. It shows that the 2002 Form 10-K incorporated the Annual Report to Shareholders by reference (Exhibit 13), and it lists several items relevant to governance and risk.
These include a July 2002 Federal Reserve Bank of Cleveland agreement, an OCC agreement with PNC Bank, N.A., and an SEC cease-and-desist order (Exhibits 99.1 to 99.3). They also cover PNC's relationship with BlackRock, Inc., including a share surrender agreement and IPO-related agreements dated October 2002. Ernst & Young is listed as the former auditor, which indicates an auditor change before this amendment.
For investment analysis, the complete original 10-K (filed March 13, 2003) and the 2002 Annual Report to Shareholders (Exhibit 13) should be reviewed. Those documents contain the financial results and risk disclosures this amendment omits.
02—Key points
Key Highlights
- Document type: Form 10-K/A Amendment No. 1 for fiscal year ended December 31, 2002. It amends only Part IV, Item 15(c) (Exhibits).
- Sole purpose: Replaces Exhibit 23.1, the consent of Deloitte & Touche LLP as independent auditors. No financial data is included.
- The original 2002 Form 10-K was filed March 13, 2003. The May 15, 2003 filing date is not stated in the document text.
- Auditor change: Ernst & Young LLP is identified as the former independent auditor, with its consent incorporated from the original 10-K.
- Regulatory matters referenced in exhibits: a July 2002 Federal Reserve Bank of Cleveland agreement, an OCC agreement with PNC Bank, N.A., and an SEC cease-and-desist order.
- BlackRock, Inc. ties: Exhibits list a share surrender agreement and IPO and stockholder agreements amended in October 2002, reflecting PNC's ownership interest in BlackRock.
- Capital structure: Multiple convertible preferred stock series (A, B, C, D), Series G junior participating preferred share rights, and 8.25% convertible subordinated debentures due 2008 are registered.
03—Questions
Frequently Asked Questions
Does this filing include PNC's 2002 financial results?
No. This 10-K/A only replaces Exhibit 23.1 (the auditor consent). It contains no financial statements, earnings, or balance sheet data. Those are in the original 10-K filed March 13, 2003 and in Exhibit 13, the 2002 Annual Report to Shareholders.
Why was this amendment filed?
To replace the auditor consent filed as Exhibit 23.1 with the original annual report. The document does not state the reason for the replacement.
Who are PNC's auditors?
Deloitte & Touche LLP is the current independent auditor, per the replaced Exhibit 23.1. Ernst & Young LLP is identified as the former independent auditor, with its consent in Exhibit 23.2 of the original 10-K.
What regulatory actions are referenced?
The exhibit index lists a 2002 agreement with the Federal Reserve Bank of Cleveland, an agreement between PNC Bank, N.A. and the Office of the Comptroller of the Currency, and an SEC order instituting administrative proceedings with a cease-and-desist order. These are incorporated from a Form 8-K dated July 18, 2002. The document does not describe their terms or financial impact.
Where can investors find the complete financial information?
In the original Form 10-K filed March 13, 2003, and in Exhibit 13 (Annual Report to Shareholders for 2002), which is furnished to the SEC but not deemed filed. Investors should review those documents for full financial results, risk factors, and management discussion.
04—Continue