- Current report filing (8-K)
November 06 2008 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 6, 2008 (November 6, 2008)
NATIONAL CITY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-10074
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34-1111088
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1900 East Ninth Street, Cleveland, Ohio
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44114-3484
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(Address of Principal Executive Offices)
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(Zip Code)
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(216) 222-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
National City Corporation filed its Form 10-Q for the three months ended September 30, 2008, and
the financial results contained in the filing have been revised from the amounts reported at the
time of the company’s earnings release on October 21. On October 24, 2008, the company executed a
definitive agreement to be acquired by PNC Financial Services Group, Inc. The value of the total
consideration as of the announcement date was less than the company’s book value and approximately
equal to its market capitalization at that time. This event prompted the company to test goodwill
for impairment in light of the stated transaction price. As a result of that test, the company
determined that a write-off of $1.34 billion of goodwill, all associated with the Corporate Banking
business line, was appropriate as of September 30. Reflecting this non-cash charge, the third
quarter net loss is now $2.1 billion, versus $729 million previously reported, and net loss per
share is $7.40, versus $5.86 previously reported. Stockholders’ Equity is revised to $15.8
billion, versus $17.2 billion previously reported. There is no effect on tangible equity, cash
flow, or regulatory capital. Reference is made to the news release attached hereto as exhibit 99
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired: Not applicable
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(b)
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Pro Forma Financial Information: Not applicable
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(c)
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Shell Company Transactions: Not applicable
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(d)
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Exhibits: Exhibit 99 — News Release
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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National City Corporation
(Registrant)
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Dated: November 6, 2008
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By
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/s/ Carlton E. Langer
Carlton E. Langer, Vice President and
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Assistant Secretary
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3
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