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

September 12, 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 September 12, 2006, James E. Rohr, Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. (the “Corporation”), gave a presentation to investors at the Lehman Brothers 2006 Financial Services Conference in New York, New York. This presentation was accompanied by a series of electronic slides that included information pertaining to the financial results and business strategies of the Corporation. 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.

-2-

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: September 12, 2006	By:	/s/ Samuel R. Patterson
		Samuel R. Patterson
		Controller

-3-

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Slide presentation and related material for the Lehman Brothers 2006 Financial Services Conference on September 12, 2006	Furnished herewith

-4-

EX-99.1

The PNC Financial Services Group, Inc.

Lehman Brothers

2006 Financial Services Conference

September 12, 2006

EXHIBIT 99.1

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

Appendix

and

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 in the Risk Factors and Risk Management sections, and in our 2006

Form 10-Qs and 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 or in the Appendix, is qualified by GAAP

reconciliation

information

available

on

our

corporate

website

at

www.pnc.com

under

“About PNC -

Investor Relations.”

Cautionary Statement Regarding

Forward-Looking Information

Key Messages

Delivered on our strategies

Business initiatives to drive continued

momentum

PNC has:

Our Journey to Build a Great Company

Invested in industry leading technology platform

Built a diversified business mix

Expanded distribution capabilities

Improved employee and customer satisfaction

Enhanced risk management capabilities

Developed strong corporate governance

Expanded into higher growth markets and products

Deepened customer relationships

Focused on expense management

Managed capital in a disciplined manner

Create differentiated brand

1990’s

Opportunity

Today

The PNC Financial Services Group, Inc.

Lehman Brothers

2005 Financial Services Conference

New York, NY

September 13, 2005

PNC Financial Services Group, Inc.

Lehman Brothers

2005 Financial Services Conference

New York, NY

September 13, 2005

Keys

to

Success

in

the

Current Environment

Keys

to

Success

in

the

Current Environment

A Solid Platform

Diversified business mix

Strong risk management

Executable Growth Strategies

Invest in and grow fee-based businesses

Continue to grow low-cost deposit franchise

Generate value-added loans

Improve asset yields

Make operating efficiency a core competency

What We Told Investors Last Year

$0

$100

$200

$300

$400

Business Results –

Six Months Ended June 30, 2006

Retail Banking

Corporate &

Institutional Banking

BlackRock

PFPC

Business earnings, earnings growth and return on capital reconciled to GAAP net income, growth and returns in Appendix.

Percentages for BlackRock and PFPC reflect return on average equity.

Corporate & Institutional Banking adjusted earnings growth excludes impact of a loan recovery in 2Q05 of $34 million after-tax and is

reconciled to GAAP in the Appendix

Business Earnings

$ millions

$53

$134

$221

$375

(1)

(2)

Earnings

Growth

1H06 vs 1H05

21%

(13)%

34%

13%

Return on

Average

Capital

(1)

26%

22%

29%

29%

Adjusted

(2)

0%

PNC’s High Return Business Mix

Diverse

-

No large industry concentration

Limited large non-investment

grade exposure

-

Only 2% is non-investment grade             

and >$50 million

Targeted

-

Focused on clients that meet risk-adjusted

return criteria

Home equity portfolio statistics

-

% of first lien positions

45%

-

Weighted average loan to value ratio 

69%

-

Weighted

average

FICO

scores

728

Disciplined Approach Leads to

Strong Credit Risk Profile

Strong Asset Quality

Lending Profile (As of June 30, 2006)

PNC

June 30, 2006

Nonperforming loans to loans

0.41%

0.35%

Net charge-offs to

average loans YTD

0.18%

0.23%

Allowance for loan and lease

losses to loans

1.21%

1.15%

Peer

Group

Source: SNL DataSource; PNC as reported

Peer group represents average of super-regional banks

identified in the Appendix.  Peer group excludes PNC.

Commercial

Consumer

Impact of Expense Management

Becoming

More

Visible

Efficiency Ratios Improving

50%

55%

60%

65%

70%

75%

Bank

efficiency

ratio

represents

the

consolidated

(GAAP

basis)

efficiency

ratio

excluding

the

effect

of

BlackRock

and

PFPC

and

is

reconciled

to

GAAP

in

the

Appendix.

Efficiency

equals

noninterest

expense

divided

by

the

sum

of

net

interest

income

and

noninterest

income.

*

Consolidated Efficiency

Bank Efficiency*

2Q05

2Q06

2Q05

2Q06

71%

64%

69%

59%

Innovative Technology Platform

PNC Named to 2006 'CIO' 100 for

Technology Achievement

U.S. Banks

PNC

Wells Fargo

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2003

2004

2005

$0

$100

$200

$300

$400

$500

$600

$700

$800

1H05

2H05

1H06

We’ve Been Delivering Results…

$ millions

Consolidated Net Income

Rebalanced Securities Portfolio to

Improve Total Return

Manage portfolio to optimize total return performance

Objective

Performed comprehensive portfolio review

Sold approximately $6 billion of securities likely to

underperform

on a relative value basis

Purchased $3 billion of securities expected to outperform

on a relative value basis and added $3 billion notional

value of interest rate swaps 

Recognized pretax loss of approximately $200 million

Actions

Improved net interest income and margin

No impact to duration of equity while maintaining

flexibility to extend duration through the economic cycle

Tangible common equity ratio improves

Benefits

Key Messages

Delivered on our strategies

Business initiatives to drive continued

momentum

-

Retail Banking –

Winning in the payments space

-

C&I Banking –

Building a premier middle market franchise

-

PFPC –

Expanding core clients and investing in growth opportunities

-

BlackRock –

Building a world-class asset manager

PNC has:

Creating a Differentiated Brand

Deliver

Exceptional

Service

Demonstrate

Ease

Build

Confidence

Ask for the

Business

Driving Solid Growth in Retail Banking

Checking Relationships

The Value Profit Chain is Working

Consumer

+7%

Small business

+10%

Checking Relationships

12/31/03 to

6/30/06

CAGR

Business

Growth

Committed

Employees

59%

63%

68%

2002

2003

2004

Employees’

Willingness

to

Recommend PNC

Products and Services

Satisfied

Customers

64%

67%

73%

2003

2004

2005

Customers Rating PNC

Consumer Banking

Excellent*

*

Percentage rated 6 or 7 on 7 point scale

Source: PNC proprietary surveys conducted by independent third party

Increasing and Deepening Checking

Relationships

Retail Banking

Retail Banking

Checking Customer Base

Checking Customer Base

0.0

0.5

1.0

1.5

2.0

2003

2004

2005

6/30/06

millions

December 31

Small Business

Consumer

Small Business

Small Business debit

card revenue ($ millions)

$5.8

+27%

Small Business online

banking users

45%

+21%

Consumer

Consumer debit card

revenue ($ millions)

$48.9    

+21%

Consumer online

banking users      

51%  

+13%

Consumer online

bill-pay users      

17%

+83%

…Provides Opportunities to

…Provides Opportunities to

Leverage Increased Ownership

Leverage Increased Ownership

in Payments Business

in Payments Business

Growth

(1)

Growth

is

for

1H06

vs.

1H05

Reflects

growth

in

users

1H06

(2)

(2)

(2)

(1)

(2)

Growing Deposits

Faster Than Our Peers

Deposit Increase Compared to Peers

Total interest-bearing deposits

12%

9%

Total noninterest-bearing deposits

7%

1%

Total deposits

11%

8%

Average Balances

2Q06 vs. 2Q05

PNC

Peers

Source: SNL DataSource

Peers reflects median of super-regional banks identified in the Appendix excluding PNC

WFC

21

%

PNC

18

RF

17

KEY

16

USB

16

STI

15

BK

14

FITB

14

WB

14

NCC

14

BBT

13

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

Noninterest-Bearing Deposits

Becoming More Valuable

PNC’s High Percentage of

Noninterest-Bearing Funding

Average Noninterest-Bearing Deposits

to Average Earning Assets

Rising Interest Rates Increase Value of

PNC’s Noninterest-Bearing Deposits

2004

2005

Impact of Noninterest-Bearing Sources

on PNC’s Net Interest Margin

2Q06

Source: SNL DataSource, PNC as reported

2006

Investing in Our Brand to Drive Growth

Redesigned and simplified checking product

Redesigned and simplified checking product

National marketing campaign to expand

National marketing campaign to expand

checking product reach beyond branch

checking product reach beyond branch

footprint

footprint

Launched regional credit card product

Launched regional credit card product

Investing to enhance the customer

Investing to enhance the customer

experience in mortgage and merchant

experience in mortgage and merchant

services

services

Leveraging existing relationships with

Leveraging existing relationships with

affluent clients

affluent clients

Ease. Confidence. Achievement

Success in Greater Washington DC

Market Highlights Scalability of Model

Demonstrating Ease of PNC

Leveraging successful

technology platform

Extended hours

Free ATM’s

Opened five new branches

-

Plan to open approximately 

35 more by end of 2008

Established Business

Banking team

Improved Monthly Same Store

Improved Monthly Same Store

Sales  Production

Sales  Production

Change

June ‘06 vs

June ‘05

Consumer

Checking relationships

+19%

Average deposits

+15%

Average home equity loans

+15%

Small Business

Checking relationships

+29%

Average deposits

+22%

Average loans

+207%

Focused on Winning in the Affluent

Segment

Mass Affluent

Low

High

Mass Market

Wealth

Management

Opportunity

Ultra-

Affluent

Mass

Mass

Affluent

Affluent

Customer

Customer

Defined:

Defined:

Investable

assets from

$100,000 to $1,000,000

668,000 existing PNC

households (31%)

66% of Retail Banking

deposit base

Corporate & Institutional Banking:

Building a Premier Middle Market Franchise

What’s Our Competitive Advantage?

Focused on middle market

Extensive product offering

Established national origination and servicing capabilities

Corporate & Institutional Banking Location

Lock Box Location

Successfully Deepening C&I Banking

Relationships

Cross-sell Results

Driving Strong Fee Revenue Growth

$ billions

$0.0

$0.2

$0.4

$0.6

$0.8

2005

2006

+39%

-4%

Net Interest Income*

Noninterest

Income

Six Months Ended June 30,

Product Penetration of Primary

Product Penetration of Primary

Clients with a Credit Relationship

Clients with a Credit Relationship

Treasury Management

75%

Capital Markets

38%

Leasing

9%

April

2006

Net interest income on taxable-equivalent basis and is

reconciled to GAAP in Appendix

*

Fee-Based Businesses

Differentiate PNC

Noninterest Income to Total Revenue

Information for the quarter ended 6/30/06

Source: SNL DataSource, PNC as reported

0%

10%

20%

30%

40%

50%

60%

70%

80%

BK

PNC

USB

WB

FITB

WFC

KEY

STI

BBT

NCC

RF

Noninterest Income

15%

PNC

3-Year CAGR

PFPC –

Benefiting from Investments in

High Growth Products

Servicing Statistics

Assets serviced

($ billions)

Accounting / administration

$743

-3%

Domestic

$671

-4%

Offshore

$72

+7%

Shareholder accounts

(in millions)

Total

65

+12%

Transfer agency

18

-10%

Subaccounting

47

+24%

YTD Earnings ($ millions)

$53

+13%

% Change

vs. 2005

2006

June 30

BlackRock –

Strong Record of Growth

Assets Under Management

$0

$100

$200

$300

$400

$500

2002

2003

2004

2005

$ billions

18% CAGR

18% CAGR

$273

$342

$453

$309

6/30/05

6/30/06

$464

$414

6/30/06

6/30/06

$1.046 Trillion

$464

Proforma

BlackRock/MLIM will    

Create One of the Largest

Asset Managers in the World

December 31

Improving Capital Flexibility

PNC (Pro forma)

7+ %

FITB

6.9%

RF

6.7%

KEY

6.7%

NCC

6.6%

WFC

6.2%

STI

5.8%

USB

5.6%

BBT

5.4%

PNC

5.2%

BK

5.2%

WB

4.5%

As of June 30, 2006

Pro

forma

after

giving

effect

to

anticipated

BlackRock/Merrill

Lynch transaction and is reconciled to GAAP in Appendix.

Source: SNL DataSource, PNC as reported

Tangible Common Equity Ratio

Invest in and grow our

businesses

Disciplined approach to

acquisitions

Return to shareholders

Capital Management Priorities

Summary

Diversified business mix delivering high fee

revenue contribution

Balance sheet characterized by strong

asset quality and significant flexibility in 

current environment

Executing on strategies to maintain

momentum

Improved capital position anticipated

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, and in our Form 10-Q for the quarter ended March 31,

2006. 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

under

“About

PNC

-

Investor Relations -

Investor Events”

•

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 legal and regulatory 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)

Appendix

Non-GAAP to GAAP

Reconcilement

Business segments

Retail Banking

$375

$311

21%

26%

Corporate & Institutional Banking

221

254

(13)%

22%

BlackRock

134

100

34%

29%

PFPC

53

47

13%

29%

Total business segments

783

712

25%

Minority interest in income of BlackRock

(41)

(30)

Other

(7)

(46)

Total consolidated

$735

$636

16%

17%

Corporate & Institutional Banking

$221

$254

(13)%

Adjustment –

2005 loan recovery

(34)

Corporate & Institutional Banking , adjusted

$221

$220

0%

$ millions

Growth

Return on

Avg Capital *

2006

* Percentages for BlackRock and PFPC reflect return on average equity

Appendix

Business Earnings and Return on Capital

Six Months Ended June 30

2006

2005

Earnings

Non-GAAP to GAAP

Reconcilement

Appendix

Source:

Page

10

of

The

PNC

Financial

Services

Group,

Inc.

second

quarter

2006

Earnings

Release

Financial

Supplement

Efficiency Ratios

Non-GAAP to GAAP

Reconcilement

Appendix

Tangible Common Equity Ratio

Common shareholders equity

$8.8

$1.6(a)

$10.4

Goodwill & other intangible assets

4.1

($0.5)

3.6

Tangible common equity

$4.7

$6.8

Total assets

$94.9

($1.2)

$2.5(b)

$96.2

Goodwill & other intangible assets

4.1

(0.5)

3.6

Tangible assets

$90.8

$92.6

Tangible common equity ratio

5.2%

7.3%

$ billions

PNC

Consolidated

6/30/06

BlackRock

Deconsolidating

Adjustments

(a)

Increase equals the expected after-tax gain to be recorded on this transaction, subject to adjustments, at closing

(b)

PNC’s

Investment

equals

its

expected

ownership

percentage

of

BlackRock’s

pro

forma

book

equity

PNC

Pro forma

6/30/06

Transaction

Adjustments

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

Regions Financial

RF

SunTrust Banks, Inc.

STI

U.S. Bancorp

USB

Wachovia Corporation

WB

Wells Fargo & Company

WFC

Ticker

Peer Group of

Super-Regional Banks

Appendix