8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 25, 2006

Date of Report (Date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-09718

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)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2006, James E. Rohr, Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. (the “Corporation”), spoke at the Corporation’s 2006 Annual Meeting of Shareholders. This presentation was accompanied by a series of electronic slides that included information pertaining to financial and business performance and strategies. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.

SIGNATURE

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.

	THE PNC FINANCIAL SERVICES GROUP, INC.
	(Registrant)
Date: April 25, 2006	By:	/s/ Samuel R. Patterson
		Samuel R. Patterson
		Controller

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Slide presentation and related material for the Corporation’s 2006 Annual Meeting of Shareholders	Furnished herewith

EX-99.1

The PNC Financial Services Group, Inc.

Annual Meeting of Shareholders

April 25, 2006

Exhibit 99.1

James E. Rohr

Chairman and

Chief Executive Officer

This presentation contains forward-looking statements regarding our outlook or

expectations relating to PNC’s future business, operations, financial condition, financial

performance and asset quality.  Forward-looking statements are necessarily subject to

numerous

assumptions,

risks

and

uncertainties,

which

change

over

time.

The forward-looking statements in this presentation are qualified by the factors affecting

forward-looking statements identified in the more detailed Cautionary Statement included

in the version of the presentation materials posted on our corporate website at

www.pnc.com.  We provide greater detail regarding those factors in our 2005 Form 10-K,

including the Risk Factors and Risk Management sections, and in our other SEC reports

(accessible on the SEC’s website at www.sec.gov and on or through our corporate

website).

Future events or circumstances may change our outlook or expectations and may also

affect

the

nature

of

the

assumptions,

risks

and

uncertainties

to

which

our

forward-looking

statements are subject.  The forward-looking statements in this presentation speak only

as of the date of this presentation.  We do not assume any duty and do not undertake to

update those statements.

This presentation may also include a discussion of non-GAAP financial measures, which,

to the extent not so qualified therein, is qualified by GAAP reconciliation information

available on our corporate website at www.pnc.com under “For Investors.”

Cautionary Statement Regarding

Forward-Looking Information

2005 Accomplishments

Financial Highlights

Earned record $1.3 billion

Reported 16.6% return on average common equity

Stock outperformed S&P and 10-bank peer group*

–

11.6% total shareholder return for 2005

Key Strategies

Customer at the center of everything we do

Focused on operating leverage

Risk management as a differentiator

Disciplined and effective capital management

* Peer Group of 10 super-regional banks is identified in 2006 Proxy and Appendix

Generating

Continued

Growth

$0

$20

$40

$60

$80

$100

2003

2004

2005

$0

$1

$2

$3

$4

$5

$6

$7

2003

2004

2005

$0.0

$0.5

$1.0

$1.5

2003

2004

2005

Dollars in billions

Record

$89 billion

Record

$6.3 billion

Record

$1.3 billion

Revenue

Average Assets

Earnings

$100

$125

$150

$175

Comparison

of

Cumulative

Three-Year

Total

Return

(INCLUDES

REINVESTMENT

OF

DIVIDENDS)

PNC

S&P 500

Peer Group *

12/31/02

12/31/03

12/31/04

12/31/05

S&P 500 Banks

Value of $100

Investment

Relative Total Return Performance

* Peer Group of 10 super-regional banks is identified in 2006 Proxy and Appendix

Commitment to Our Constituencies

•

Focused on teamwork

•

Strong benefits program

•

Working

Mother

magazine

recognition

Shareholders

•

Best 1 and 3 year total shareholder returns of

10-bank peer group

•

Invested in growth opportunities

•

Managed risk/reward

Customers

•

High customer satisfaction ratings

•

Significantly improved the customer experience

•

Products & processes focused on ease & convenience

Employees

Communities

•

Grow

Up

Great

wins

Reading

is

Fundamental

award

•

PNC Foundation contributed $11 million

•

Employees volunteered more than 1 million hours

PNC Receives National Recognition

Recognized by Reading is Fundamental for supporting

children’s literacy through PNC Grow Up Great

Fortune

magazine’s America’s Most Admired Companies

–

PNC ranked 5

th

among super-regional banks

Earned prestigious Presidential “E”

award for export

service

Reaffirmed as part of KLD’s Domini 400 Social Index

Named

to

Training

magazine’s

“Training

Top

100”

list

for

the second consecutive year

First Quarter 2006 Highlights

Reported net income of $354 million

Return on average common equity was 16.67%

Increased second quarter dividend by 10% to $2.20

per share annualized

2006 year-to-date total shareholder return of 14.53%

BlackRock announced agreement to merge with

Merrill Lynch’s investment management business and

PNC expects to report an after-tax gain of

approximately $1.6 billion

We

make

statements

in

this

presentation,

and

we

may

from

time

to

time

make

other

statements,

regarding

our

outlook

or

expectations

for

earnings,

revenues,

expenses and/or other matters regarding or affecting PNC that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. 

Forward-looking

statements

are

typically

identified

by

words

such

as

“believe,”

“expect,”

“anticipate,”

“intend,”

“outlook,”

“estimate,”

“forecast,”

“project”

and

other

similar words and expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of

the date they are made.  We do not assume any duty and do not undertake to update our forward-looking statements.  Actual results or future events could differ,

possibly materially, from those that we anticipated in our forward-looking statements, and future results could differ materially from our historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties.  We provide greater detail regarding these factors in our Form 10-K

for the year ended December 31, 2005, including in the Risk Factors and Risk Management sections.  Our forward-looking statements may also be subject to

other

risks

and

uncertainties

including

those

that

we

may

discuss

elsewhere

in

this

presentation

or

in

our

filings

with

the

SEC,

accessible

on

the

SEC’s

website

at www.sec.gov and on or through our corporate website at www.pnc.com.

•

Our business and operating results are affected by business and economic conditions generally or specifically in the principal markets in which we do

business.  We are affected by changes in our customers’

financial performance, as well as changes in customer preferences and behavior, including as

a result of changing economic conditions

•

The value of our assets and liabilities as well as our overall financial performance are affected by changes in interest rates or in valuations in the debt

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

rates, can affect our activities and financial results.

•

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 ability to implement our One PNC initiative, as well as other business initiatives and strategies we may pursue, could affect our financial

performance over the next several years.

•

Our ability to grow successfully through acquisitions is impacted by a number of risks and uncertainties related both to the acquisition transactions

themselves and to the integration of the acquired businesses into PNC after closing.  These uncertainties are present in transactions such as the

pending acquisition by BlackRock of Merrill Lynch’s investment management business.

Cautionary Statement Regarding

Forward-Looking Information

•

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 developments could include:  (a) the resolution of legal proceedings or regulatory and

other governmental inquiries;  (b) increased litigation risk from recent regulatory and other governmental developments;  (c) the results of the

regulatory

examination

process,

our

failure

to

satisfy

the

requirements

of

agreements

with

governmental

agencies,

and

regulators’

future

use

of

supervisory and enforcement tools;  (d) legislative and regulatory reforms, including changes to laws and regulations involving tax, pension, and the

protection of confidential customer information;  and (e) changes in accounting policies and principles.

•

Our business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where

appropriate, through the effective use of third-party insurance and capital management techniques.

•

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.  The adequacy of our intellectual property protection, and the extent of any costs associated with obtaining rights in intellectual

property claimed by others, can also impact our business and operating results.

•

Our

business

and

operating

results

can

be

affected

by

widespread

natural

disasters,

terrorist

activities

or

international

hostilities,

either

as

a

result

of the impact on the economy and financial and capital 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 majority-owned

subsidiary BlackRock, Inc. are discussed in more detail in BlackRock’s 2005 Form 10-K, including in the Risk Factors section, and in BlackRock’s other filings

with the SEC, accessible on the SEC’s website and on or through BlackRock’s website at www.blackrock.com

Any annualized, proforma, estimated, third party or consensus numbers in this presentation are used for illustrative or comparative purposes only and may not

reflect actual results.  Any consensus earnings estimates are calculated based on the earnings projections made by analysts who cover that company.  The

analysts’

opinions,

estimates

or

forecasts

(and

therefore

the

consensus

earnings

estimates)

are

theirs

alone,

are

not

those

of

PNC

or

its

management,

and

may not reflect PNC’s actual or anticipated results.

Cautionary Statement Regarding

Forward-Looking Information (continued)

BB&T Corporation

BBT

The Bank of New York Company, Inc.

BK

Fifth Third Bancorp

FITB

KeyCorp

KEY

National City Corporation

NCC

The PNC Financial Services Group, Inc.

PNC

SunTrust Banks, Inc.

STI

U.S. Bancorp

USB

Wachovia Corporation

WB

Wells Fargo & Company

WFC

Ticker

2005 Peer Group of

Super-Regional Banks

Appendix