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

November 16, 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 November 16, 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 Merrill Lynch Banking & Financial Services Conference. 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: November 16, 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 Merrill Lynch Banking & Financial Services Conference on November 16, 2006	Furnished herewith

- 4 -

EX-99.1

The PNC Financial Services Group, Inc.

Merrill Lynch

Banking & Financial Services     

Investor Conference

November 16, 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, which is in the

version

of

the

presentation

materials

posted

on

our

corporate

website

at

www.pnc.com

under

“About

PNC

–

Investor

Relations.”

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.

In

this

presentation

we

will

sometimes

refer

to

adjusted

results

for

YTD

2006

to

help

illustrate

the

impact

of

certain

predominantly

third

quarter

2006

items

due

to

the

magnitude

of

the

aggregate

of

these

items.

These

items include the BlackRock/MLIM transaction gain and integration costs and the costs of balance sheet

repositionings

that we have disclosed earlier.  We provide details of the adjustments in the Appendix.  While

we do not provide adjusted amounts for other periods presented, this is not intended to imply that there could

not have been similar types of adjustments for those periods. But any such adjustments would not have been

similar in magnitude to the amount of the YTD 2006 adjustments shown.

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

Opportunity:

Create A

Leading and

Differentiated

Brand

Our Journey to Build a Great Company

Propelled PNC to Win and Grow

1990s

1990s

Expanded into

higher growth

markets and

products

Enhanced

risk

management

Built

Diversified

business mix

Invested in

industry-leading

technology

Improved employee

and customer

satisfaction

Expanded

distribution

capabilities

Developed

strong

corporate

governance

Deepened

customer

relationships

Disciplined

capital

management

Focused on

expense

management

Well Executed Strategies…Generate Momentum

Announced

plans to acquire

Mercantile

2006

2006

Celebrated

Harris Williams

and Greater

Washington

Anniversaries

Launched

continuous

improvement

Introduced

Banking

Made Easy

2007

2007

Announced

BlackRock-Merrill

Lynch transaction

$0

$200

$400

$600

$800

Business Results –

Nine Months Ended September 30, 2006

Retail Banking

Corporate &

Institutional Banking

BlackRock

(2)

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.

BlackRock

reported GAAP earnings of $153 million.

Business Earnings

$ millions

(1)

(2)

Return on

Average

Capital

(1)

26%

23%

29%

31%

PNC’s High Return Business Mix

Total business

segment earnings

grew 10.5% compared

to the nine months

ended 9/30/05

$93

$209

$334

$581

Fee-Based Businesses

Differentiate PNC

Noninterest Income to Total Revenue

Source: SNL DataSource, PNC as reported

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

PNC

USB

WB

FITB

NCC

WFC

STI

KEY

BBT

RF

Quarter ended 9/30/06

Adjusted ratio excludes pretax gain on BlackRock transaction of $2.078 billion, the securities portfolio rebalancing pretax loss of

$196 million, and the mortgage portfolio repositioning pretax loss of $48 million due to the magnitude of the aggregate of those

items and is reconciled to GAAP in the Appendix. 

*

As Reported

Adjusted

*

Diverse

-

No large industry concentration

Limited large non-investment

grade exposure

-

Only 3% 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

44%

-

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 September 30, 2006)

September 30, 2006

Commercial Loans

Consumer Loans

PNC

Consolidated

Nonperforming loans to loans

0.34%

0.40%

Net charge-offs to

average loans YTD

0.26%

0.30%

Allowance for loan and lease

losses to loans

1.16%

1.16%

Allowance for loan and lease

losses to nonperforming loans

339%

312%

Peer

Group

Source: SNL DataSource; PNC as reported on consolidated basis.

Peer group represents average of super-regional banks identified in

the Appendix.  Peer group excludes PNC.

Our Approach to Interest Rate Risk:

Preserve and Optimize Long-Term Value

(3)

(2)

(1)

0

1

2

3

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

Duration

of Equity

Years

3 Month LIBOR

10 Year T Note

At Quarter End

2004

2005

2006

Well Positioned in This Environment

One PNC Creating Positive Operating

Leverage

Change in Revenue vs

Expense

One PNC Accomplishments

2,700 of 3,000 positions

eliminated

All of the 2,400 ideas

implemented or in process

Expect to realize $400 million of

total annual pretax earnings

benefit by mid-2007

-12%

-9%

-6%

-3%

0%

3%

6%

9%

12%

2003

2004

2005

9/30/06

YTD

Adjusted*

Twelve Months Ended December 31

Annual percentage change in total revenue less annual percentage

change in noninterest

expense.  YTD 9/30/06 reflects change from

YTD 9/30/05.

Operating leverage calculated on a GAAP basis for YTD 9/30/06 was

+43.1%.

Adjusted operating leverage for YTD 9/30/06 excludes the

impact of certain third quarter 2006 items due to the magnitude of the

aggregate of those items and is reconciled to GAAP in the Appendix.

*

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2003

2004

2005

$0

$200

$400

$600

$800

$1,000

$1,200

2004

2005

2006

We’ve Been Delivering Results

$ millions

Consolidated Net Income

Nine Months Ended September 30

Adjusted

*

2006 YTD GAAP net income was $2.2 billion.  Adjusted net income excludes the after-tax gain on BlackRock transaction of $1.293 billion, the securities

portfolio rebalancing after-tax loss of $127 million, BlackRock/MLIM integration costs of $39 million after-tax, and the mortgage portfolio repositioning after-tax

loss of $31 million due to the magnitude of the aggregate of those items and is reconciled to GAAP in the Appendix, prior periods have not been adjusted. 

*

Business Initiatives to Drive Growth

Retail Banking –

Winning in the payments space

C&I Banking –

Building a premier middle market

franchise

Mercantile expansion

PFPC –

Investing in a global servicing platform

BlackRock –

Building a world-class asset manager

Creating a Differentiated Brand

Deliver

Exceptional

Service

Demonstrate

Ease

Build

Confidence

Ask for the

Business

PNC Ranked Highest in Inaugural J.D. Power and

Associates Small Business Banking Satisfaction Study

PNC

Bank

received

the

highest

numerical

score

in

the

proprietary

J.D.

Power

and

Associates

2006

Small

Business

Banking

Satisfaction

StudySM.

Study

based

on

4,996

total

responses,

measuring

13

financial

institutions

and

measures

opinions

of

small

business

customers

with

annual

revenues

from

$100,000

to

$10

million.

Proprietary

study

results

are

based

on

experiences

and

perceptions

of

customers

surveyed

in

July

–

September

2006.

Your

experiences

may

vary.

Visit

jdpower.com

“Highest in Customer Satisfaction

with Small Business Banking”

0.0

0.5

1.0

1.5

2.0

2003

2004

2005

9/30/06

Increasing and Deepening Checking

Relationships

Retail Banking

Checking Customer Base

millions

December 31

Small Business

Consumer

Small Business

Small Business debit

card revenue ($ millions)

$9.0

+26%

Small Business online

banking users

46%

+18%

Consumer

Consumer debit card

revenue ($ millions)

$74.3    

+19%

Consumer online

banking users      

52%  

+11%

Consumer online

bill-pay users      

20%

+92%

…Provides Opportunities to

Leverage Increased Ownership

in Payments Business

Growth

(1)

Growth is for YTD 9/30/06 vs. YTD 9/30/05

Reflects growth in users

YTD

9/30/06

(2)

(2)

(2)

(1)

(2)

Investing in Our Brand to Drive Growth

Redesigned and simplified checking product

Redesigned and simplified checking product

Introduced free ATM’s worldwide

Introduced free ATM’s worldwide

Marketing campaign to expand checking

Marketing campaign to expand checking

product reach beyond branch footprint

product reach beyond branch 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

Growing Deposits

Faster Than Our Peers

Deposit Increase Compared to Peers

Total interest-bearing deposits

9%

9%

Total noninterest-bearing deposits

6%

(2)%

Total deposits

8%

6%

Average Balances

3Q06 vs. 3Q05

PNC

Peers

Source: SNL DataSource

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

WFC

21

%

PNC

18

RF

16

KEY

16

USB

15

STI

14

FITB

14

NCC

14

WB

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

3Q

Noninterest-Bearing Deposits

Are More Valuable

PNC’s High Percentage of

Noninterest-Bearing Funding

Average Noninterest-Bearing Deposits

to Average Earning Assets –

3Q06

Rising Interest Rates Increase Value of

PNC’s Noninterest-Bearing Deposits

2004

2005

Impact of Noninterest-Bearing Sources

on PNC’s Net Interest Margin

Source: SNL DataSource, PNC as reported

2006

Focused on Winning in the Affluent

Segment

Mass Affluent

Mass Market

Wealth

Management

Low

High

Opportunity

Ultra-

Affluent

Mass Affluent Customer Defined:

Mass Affluent Customer Defined:

Investable

assets from

$100,000 to $1,000,000

674,000 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

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

2005

2006

PNC has highest percentage of

lead bank relationships in our

footprint –

63%*

Successfully Deepening C&I Banking

Relationships

A Leader in Cross-sell Penetration of

Middle Market Customers in Footprint

Driving Strong C&I Banking

Fee Revenue Growth

$ billions

+30%

-5%

Net Interest Income*

Noninterest Income

Nine Months Ended September 30

Net interest income on taxable-equivalent basis and is

reconciled to GAAP in Appendix

*

Treasury management

74%

1

st

Business checking accounts

69%

1

st

Capital markets

26%

1

st

Equipment leasing

17%

1

st

PNC Footprint

Penetration*

2006

Rank

Based on third party survey of companies with annualized

revenues of $30-$500 million. 

*

Combination Will Create Mid-Atlantic

Powerhouse

Existing PNC Mid-Atlantic Branch Locations

Existing Mercantile Branch Locations

West Virginia

West Virginia

Virginia

Virginia

Maryland

Maryland

Delaware

Delaware

New Jersey

New Jersey

New York

New York

Pennsylvania

Pennsylvania

Combined Proforma

Combined Proforma

Proforma

Market Share

Market Share

(1)

(1)

69% of PNC Proforma

Branches Located in the Mid-Atlantic Region

Deposit market share data as of 6/30/05

(1)

Maryland

Branches

198

Deposit market share

2nd

Virginia

Branches

57

Deposit market share

6th

Delaware

Branches

48

Deposit market share

2nd

Washington, DC

Branches

32

Deposit market share

4th

Mercantile Opportunity

Increase

Mercantile’s

online banking penetration and

provide enhanced retail consumer offerings to drive

additional growth such as home equity and credit card

lending

Significant opportunity to leverage PNC’s small business

capabilities across Mercantile’s banking footprint

Deliver PNC Treasury Management, Capital Markets

and other corporate services to Mercantile’s corporate

customers

Mercantile’s

Wealth Management business will benefit

from having additional scale and product capability

PFPC –

Benefiting from Investments in

High Growth Products

Servicing Statistics

Fund assets serviced

($ billions)

Accounting / administration

$774

-2%

Domestic

$695

-4%

Offshore

$79

+18%

Shareholder accounts

(in millions)

Total

66

+12%

Transfer agency

18

-5%

Subaccounting

48

+20%

YTD Earnings ($ millions)

$93

+24%

% Change

vs. 2005

2006

September 30

Diversified product set

BlackRock

Solutions provides

differentiation

Substantially greater global

presence

Enhanced talent

BlackRock and MLIM Create One of the

Largest Asset Managers in the World

$0

$200

$400

$600

$800

$1,000

$1,200

2002

2003

2004

2005

9/30/06

$ billions

$273

$342

$1,075

$309

December 31

$453

“New”

BlackRock

Assets Under Management

Summary

Diversified business mix delivering high fee

revenue contribution

Balance sheet characterized by strong

asset quality and significant flexibility in 

current environment

Executing on our strategies to create a

differentiated brand

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 and in our current year Form 10-Qs, 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 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.”

•

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 our

pending acquisition of Mercantile Bankshares Corporation.

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 unfavorable 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

interest

in

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.

In addition, our pending acquisition of Mercantile Bankshares presents us with a number of risks and uncertainties related both to the acquisition transaction

itself and to the integration of the acquired businesses into PNC after closing.  These risks and uncertainties include the following:

•

Completion of the transaction is dependent on, among other things, receipt of regulatory and Mercantile shareholder approvals, the timing of which

cannot be predicted with precision at this point and which may not be received at all.  The impact of the completion of the transaction on PNC’s

financial statements will be affected by the timing of the transaction.

•

The

transaction

may

be

substantially

more

expensive

to

complete

(including

the

integration

of

Mercantile’s

businesses)

and

the

anticipated

benefits,

including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in

their entirety as a result of unexpected factors or events.

Cautionary Statement Regarding

Forward-Looking Information (continued)

•

The

integration

of

Mercantile’s

business

and

operations

into

PNC,

which

will

include

conversion

of

Mercantile’s

different

systems

and

procedures,

may

take

longer

than

anticipated

or

be

more

costly

than

anticipated

or

have

unanticipated

adverse

results

relating

to

Mercantile’s

or

PNC’s

existing

businesses.

•

The anticipated benefits to PNC are dependent in part on Mercantile’s

business performance in the future, and there can be no assurance as to actual

future

results,

which

could

be

impacted

by

various

factors,

including

the

risks

and

uncertainties

generally

related

to

PNC’s

and

Mercantile’s

performance (with respect to Mercantile, see Mercantile’s

SEC reports, accessible on the SEC’s website) or due to factors related to the acquisition of

Mercantile and the process of integrating it into PNC.

In

addition

to

the

pending

Mercantile

Bankshares

transaction,

we

grow

our

business

from

time

to

time

by

acquiring

other

financial

services

companies. 

Acquisitions

in

general

present

us

with

risks

other

than

those

presented

by

the

nature

of

the

business

acquired.

In

particular,

acquisitions

may

be

substantially

more expensive to complete (including as a result of 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.  In some cases, acquisitions

involve

our

entry

into

new

businesses

or

new

geographic

or

other

markets,

and

these

situations

also

present

risks

resulting

from

our

inexperience

in

these

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

related

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 and expenses arising as a result of those

issues.

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, Mercantile’s

or other company’s actual or anticipated results.

Cautionary Statement Regarding

Forward-Looking Information (continued)

The

PNC

Financial

Services

Group,

Inc.

and

Mercantile

Bankshares

Corporation

will

be

filing

a

proxy

statement/prospectus

and

other

relevant

documents

concerning

the

PNC/Mercantile

merger

transaction with the United States Securities and Exchange Commission (the “SEC”). 

SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY

OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER

TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY

STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION.  Shareholders will be able to obtain free copies of the proxy

statement/prospectus, as well as other filings containing information about Mercantile Bankshares and

PNC, without charge, at the SEC’s Internet site (http://www.sec.gov).  In addition, documents filed with

the SEC by The PNC Financial Services Group, Inc. will be available free of charge from Shareholder

Relations at (800) 843-2206.  Documents filed with the SEC by Mercantile Bankshares will be

available free of charge from Mercantile Bankshares Corporation,

2 Hopkins Plaza, P.O. Box 1477,

Baltimore, Maryland 21203, Attention:  Investor Relations.

Mercantile Bankshares and its directors and executive officers and certain other members of

management and employees are expected to be participants in the solicitation of proxies from

Mercantile Bankshares’

shareholders in respect of the proposed merger transaction.  Information

regarding the directors and executive officers of Mercantile Bankshares is available in the proxy

statement for its May 9, 2006 annual meeting of shareholders, which was filed with the SEC on March

29, 2006.  Additional information regarding the interests of such potential participants will be included

in the proxy statement/prospectus relating to the merger transaction and the other relevant documents

filed with the SEC when they become available.

Additional Information About

The PNC/Mercantile Transaction

Appendix

Non-GAAP to GAAP

Reconcilement

Appendix

Net Income and Selected Ratios

(a)

Non-GAAP to GAAP

Reconcilement

Appendix

Business Earnings and Return on Capital

Percentages for BlackRock and PFPC reflect return on average equity.

PNC’s ownership interest in BlackRock

was approximately 69-70% for the period presented. Effective September 29, 2006, PNC’s ownership

interest in BlackRock

dropped to approximately 34%.

BlackRock

reported GAAP earnings of $153 million and $161 million, respectively, for the YTD ’06 and ’05 periods presented.  For PNC

business segment reporting presentation, pretax integration costs incurred by BlackRock

for the MLIM transaction, totaling $91 million for YTD

’06,

and

for

the

SSRM

transaction,

totaling

$9

million

for

YTD

’06,

have

been

reclassified

from

“BlackRock”

to

“Other.”

“Other”

for the YTD ’06 period presented also includes the after-tax impact of PNC’s gain on the BlackRock

/ MLIM transaction and PNC’s costs

associated with its securities portfolio rebalancing and mortgage loan portfolio repositioning.

*

(a)

(b)

(c)

Business segments

Retail Banking

$581

$487

19%

26%

Corporate & Institutional Banking

334

372

(10)%

23%

BlackRock

(a)(b)

209

167

25%

29%

PFPC

93

75

24%

31%

Total business segments

1,217

1,101

10.5%

26%

Minority interest in income of BlackRock

(64)

(51)

Other (b)(c)

1,066

(80)

Total consolidated

$2,219

$970

129%

34%

Corporate & Institutional Banking

$334

$372

(10)%

Adjustment –

2005 loan recovery

(34)

Corporate & Institutional Banking, adjusted

$334

$338

(1)%

$ millions

Growth

Return on

Avg Capital *

2006

Nine Months Ended September 30

2006

2005

Earnings

Non-GAAP to GAAP

Reconcilement

Appendix

Net Interest Income

Business segments

Retail Banking

$1,172

$4

$1,176

$1,255

$4

$1,259

Corporate & Institutional Banking

549

6

555

523

7

530

BlackRock

31

1

32

20

4

24

PFPC

(35)

0

(35)

(29)

0

(29)

Total business segments

1,717

11

1,728

1,769

15

1,784

Minority interest in income of BlackRock

Other

(118)

9

(109)

(90)

5

(85)

Total consolidated

$1,599

$20

$1,619

$1,679

$20

$1,699

$ millions

Taxable-

Equivalent

Adjustment

2005

Nine Months Ended September 30

GAAP

Net Interest

Income

2005

Net Interest

Income TE

2005

Taxable-

Equivalent

Adjustment

2006

GAAP

Net Interest

Income

2006

Net Interest

Income TE

2006

Non-GAAP to GAAP

Reconcilement

Appendix

Consolidated Net Income

Net income, GAAP basis

$2,219

$970

$890

58%

Adjustments:

Gain on BlackRock transaction*

(1,293)

Securities portfolio rebalancing loss*

127

BlackRock/MLIM transaction integration costs**

39

Mortgage loan portfolio repositioning loss*

31

Net income, as adjusted

$1,123

$970

$890

12%

$ millions

2005

Nine Months Ended September 30

2006

2004

CAGR

2006 vs

2004

The table above represents a reconciliation of certain GAAP disclosures to adjusted amounts for the nine months ended

September 30, 2006.  We have provided these adjusted amounts  and reconciliation so that shareholders, investor analysts,

regulators and others will be better able to evaluate the impact

of certain significant predominantly third quarter items on our

GAAP results for the nine months ended September 30, 2006.  This

information supplements our results as reported in

accordance with GAAP and should not be viewed in isolation from,

or as a substitute for, our GAAP results.  Our current Reports

on Form 8-K dated September 8, 2006, September 22, 2006 and September 29, 2006 include additional information regarding our

securities portfolio rebalancing, mortgage loan portfolio repositioning and BlackRock/MLIM transaction accounting, respectively.

Non-GAAP to GAAP

Reconcilement

Appendix

Operating Leverage

GAAP Net interest income

$1,679

$1,679

$1,599

Noninterest

income

5,358

($1,834)

3,524

3,019

Total revenue

7,037

(1,834)

5,203

4,618

52.4%

12.7%

Noninterest

expense

3,498

(91)

3,407

3,199

9.3%

6.5%

Operating leverage

43.1%

6.2%

Reported

2006

For the Nine Months Ended September 30

Reported

2005

$ millions

As

Adjusted

2006 *

Change

2006 vs

2005

Reported

Change

2006

Adjusted*

vs

2005

Adjustments*

Adjustments are described on Appendix slide titled “Non-GAAP to GAAP Reconcilement Net Income and Selected Ratios.”

*

BB&T Corporation

BBT

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