EX-99.1 2 dex991.htm SLIDE PRESENTATION Slide Presentation
The PNC Financial Services Group, Inc.
Special Shareholders Meeting
Proposed Acquisition of National City Corporation
December 23, 2008
Exhibit 99.1
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James E. Rohr
Chairman and Chief Executive Officer
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Cautionary Statement Regarding Forward-Looking
Information
This
presentation
contains
forward-looking
statements
regarding
our
outlook
or
expectations
with
respect
to
the
planned
acquisition
of
National
City
Corporation
(National
City
or
NCC),
the
expected
costs
to
be
incurred
in
connection
with
the
acquisition,
National
City’s
future
performance
and
consequences
of
its
integration
into
PNC,
and
the
impact
of
the
transaction
on
PNC's
future
performance.
Forward-looking
statements
are
necessarily
subject
to
numerous
assumptions,
risks
and
uncertainties,
which
change
over
time.
The
forward-
looking
statements
in
this
presentation
speak
only
as
of
the
date
of
the
presentation.
We
do
not
assume
any
duty
and
do
not
undertake
to
update
these
statements.
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.
Actual
results
could
differ,
possibly
materially,
from
those
that
we
anticipated
in
these
forward-looking
statements.
These
forward-looking
statements
are
subject
to
the
principal
risks
and
uncertainties
applicable
to
the
respective
businesses
of
PNC
and
National
City
generally
that
are
disclosed
in
the
2007
Form
10-K
and
in
current
year
Form
10-Qs
and
8-Ks
of
PNC
and
National
City
(accessible
on
the
SEC's
Web
site
at
www.sec.gov
and
on
PNC's
Web
site
at
www.pnc.com
and
on
National
City's
Web
site
at
www.nationalcity.com,
respectively).
We
have
included
these
web
addresses
as
inactive
textual
references
only.
Information
on
these
websites
is
not
part
of
this
document.
In
addition,
forward-looking
statements
in
this
presentation
are
subject
to
a
number
of
risks
and
uncertainties
related
both
to
the
acquisition
transaction
itself
and
to
the
integration
of
the
acquired
business
into
PNC
after
closing,
including
the
following:
Completion
of
the
transaction
is
dependent
on
customary
closing
conditions.
The
impact
of
the
completion
of
the
transaction
on
PNC's
financial
statements
will
be
affected
by
the
timing
of
the
transaction,
including
in
particular
the
ability
to
complete
the
acquisition
in
the
fourth
quarter
of
2008.
The
transaction
may
be
substantially
more
expensive
to
complete
(including
the
required
divestitures
and
the
integration
of
National
City'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.
Our
ability
to
achieve
anticipated
results
from
this
transaction
is
dependent
on
the
state
going
forward
of
the
economic
and
financial
markets,
which
have
been
under
significant
stress
recently.
Specifically,
we
may
incur
more
credit
losses
from
National
City’s
loan
portfolio
than
expected.
Other
issues
related
to
achieving
anticipated
financial
results
include
the
possibility
that
deposit
attrition
or
attrition
in
key
client,
partner,
and
other
relationships
may
be
greater
than
expected.
Litigation
and
governmental
investigations
currently
pending
against
National
City,
as
well
as
others
that
may
be
filed
or
commenced
as
a
result
of
this
transaction
or
otherwise,
could
impact
the
timing
or
realization
of
anticipated
benefits
to
PNC.
Our
ability
to
achieve
anticipated
results
is
also
dependent
on
our
ability
to
bring
National
City’s
systems,
operating
models,
and
controls
into
conformity
with
ours
and
to
do
so
on
our
planned
time
schedule.
The integration of National City's business and operations into PNC, which will include conversion of National City's different systems and
procedures,
may
take
longer
than
anticipated
or
be
more
costly
than
anticipated
or
have
unanticipated
adverse
results
relating
to
National
City's
or
PNC's
existing
businesses.
PNC's
ability
to
integrate
National
City
successfully
may
be
adversely
affected
by
the
fact
that
this
transaction
will
result
in
PNC
entering
several
markets
where
PNC
does
not
currently
have
any
meaningful
retail
presence.


National City Acquisition Overview
Estimated GAAP EPS
accretive beginning in 2010, 
internal rate of return in
excess of 15%
PNC continues to maintain
strong liquidity and capital
position
Conservative cost savings
estimate, no revenue
synergies included
Presents a unique
opportunity to invest for the
long-term
Significantly expands PNC’s
banking franchise
Creates a leading
distribution network
Extends strong presence in
high net worth markets
Enhances scale of Corporate
& Institutional Banking
platform
Deepens product capabilities
Strategic Position
Financially Compelling
Focus on PNC’s competencies
in repositioning NCC balance
sheet to meet our desired
risk profile
Implement PNC’s established
enterprise risk management
philosophy
Leverage integration
capabilities (Mercantile,
Riggs, Sterling, Yardville)
Instill PNC’s continuous
improvement culture (One
PNC)
Appoint strong leadership
Integration Execution
The PNC Business Model Will Continue Creating a
Formidable,
Long-Term
Franchise.
(1)
Pending
acquisition
of
National
City
is
subject
to
customary
closing
conditions.
Pending
NCC
Acquisition
1


A Leading Market Share Across Our
Footprint
13
1
1.8B
58
VA
10
1
1.4B
25
WI
10
1
5.4B
105
FL
8
2
2.2B
56
MO
5
8
11.9B
270
MI
4
9
2.5B
47
DE
4
4
14.4B
187
IL
17.8B
2.5B
8.7B
9.6B
8.0B
36.9B
$56.8B
Deposits
Combined
8
11
10
10
13
16
22%
Share
4
3
2
2
1
1
1
Rank
330
NJ
29
DC
185
IN
202
MD
172
KY
464
OH
617
PA
Branches
PNC branches
NCC branches
Total Branches
2,747
Source:
SNL
Financial,
Branch
data
as
of
October
23,
2008;
deposit
data
as
of
June
30,
2008;
none
of
anticipated
branch
divestitures
or
closings
assumed.
(1)
In
connection
with
regulatory
approvals,
PNC
has
agreed
to
divest
61
of
NCC’s
branches
in
Western
Pennsylvania
with
deposits
of
approximately
$4.1
billion
as
of
June
30,
2008.
Chicago
Chicago
Philadelphia
Philadelphia
Pittsburgh
Pittsburgh
Cleveland
Cleveland
Washington, DC
Washington, DC
St. Louis
St. Louis
Cincinnati
Cincinnati
Indianapolis
Indianapolis
Detroit
Detroit
West Palm
West Palm
Beach
Beach
Louisville
Louisville
Pending
NCC
Acquisition
1


Executive Leadership Team
PNC’s
Executives
Are
Recognized
Leaders
in
the
Financial
Services Industry.
Joe Guyaux
Retail Banking
Bill Demchak
Corporate & Institutional Banking
Asset and Liability Management
Rob Reilly
Private Banking and
Asset Management
Tim Shack
Global Investment Servicing
Technology and Operations
Pete Classen
Eastern Markets
Phil Rice
Western Markets
Jim Rohr
Chairman & CEO
Rick Johnson
Chief Financial Officer
Mike Hannon
Chief Risk Officer
Joan Gulley
Chief Human Resources Officer
Helen Pudlin
General Counsel
Mike Little
General Auditor
Tom Whitford
Integration
Shelley
Seifert
Jon
Gorney
Tim
Shack
Pending
NCC
Acquisition


Summary
Strong strategic fit that creates a leading
deposit banking franchise
Opportunity to apply PNC’s established and
successful business model to a broader
marketplace
Financially compelling transaction
Proven track record of successful execution
Pending
NCC
Acquisition


Cautionary Statement Regarding Forward-Looking
Information
Appendix
This
presentation
includes
“snapshot”
information
about
PNC
used
by
way
of
illustration
and
is
not
intended
as
a
full
business
or
financial
review.
It
should
not
be
viewed
in
isolation
but
rather
in
the
context
of
all
of
the
information
made
available
by
PNC
in
its
SEC
filings. 
We
also
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,”
“will,”
“project”,
“target”,
“potential”
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.
Because
forward-looking
statements
are
subject
to
assumptions
and
uncertainties,
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
some
of
these
factors
in
our
2007
Form
10-K
and
our
2008
Form
10-Qs,
including
in
the
Risk
Factors
and
Risk
Management
sections
of
those
reports,
and
in
our
other
SEC
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/secfilings.
We
have
included
these
web
addresses
as
inactive
textual
references
only.
Information
on
these
websites
is
not
part
of
this
document.
Our
businesses
and
financial
results
are
affected
by
business
and
economic
conditions,
both
generally
and
specifically
in
the
principal
markets
in 
which
we
operate.
In
particular,
our
businesses
and
financial
results
may
be
impacted
by:
Changes
in
interest
rates
and
valuations
in
the
debt,
equity
and
other
financial
markets.
Disruptions
in
the
liquidity
and
other
functioning
of
financial
markets,
including
such
disruptions
in
the
markets
for
real
estate
and
other
assets
commonly
securing
financial
products.
Actions
by
the
Federal
Reserve
and
other
government
agencies,
including
those
that
impact
money
supply
and
market
interest
rates.
Changes in our customers’, suppliers’
and other counterparties’
performance in general and their creditworthiness in particular.
Changes
in
customer
preferences
and
behavior,
whether
as
a
result
of
changing
business
and
economic
conditions
or
other
factors.
Changes
resulting
from
the
newly
enacted
Emergency
Economic
Stabilization
Act
of
2008,
including
conditions
imposed
as
a
result
of
our
participation
in
the
Capital
Purchase
Program.
A
continuation
of
recent
turbulence
in
significant
portions
of
the
US
and
global
financial
markets,
particularly
if
it
worsens,
could
impact
our
performance,
both
directly
by
affecting
our
revenues
and
the
value
of
our
assets
and
liabilities
and
indirectly
by
affecting
our
counterparties
and
the
economy
generally.
Our
business
and
financial
performance
could
be
impacted
as
the
financial
industry
restructures
in
the
current
environment,
both
by
changes
in
the
creditworthiness
and
performance
of
our
counterparties
and
by
changes
in
the
competitive
landscape.
Given
current
economic
and
financial
market
conditions,
our
forward-looking
financial
statements
are
subject
to
the
risk
that
these
conditions
will
be
substantially
different
than
we
are
currently
expecting.
These
statements
are
based
on
our
current
expectations
that
interest
rates
will
remain
low
through
2009
with
continued
wide
market
credit
spreads,
and
our
view
that
national
economic
conditions
currently
point
toward
a
significant
recession
followed
by
a
subdued
recovery.


Cautionary Statement Regarding Forward-Looking
Information (continued)
Appendix
Our
operating
results
are
affected
by
our
liability
to
provide
shares
of
BlackRock
common
stock
to
help
fund
certain
BlackRock
long-term
incentive
plan
(“LTIP”)
programs,
as
our
LTIP
liability
is
adjusted
quarterly
(“marked-to-market”)
based
on
changes
in
BlackRock’s
common
stock
price
and
the
number
of
remaining
committed
shares,
and
we
recognize
gain
or
loss
on
such
shares
at
such
times
as
shares
are
transferred
for
payouts
under
the
LTIP
programs.
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,
education
lending,
the
protection
of
confidential
customer
information,
and
other
aspects
of
the
financial
institution
industry;
and
(e)
changes
in
accounting
policies
and
principles.
Our
issuance
of
securities
to
the
United
States
Treasury
may
limit
our
ability
to
return
capital
to
our
shareholders
and
is
dilutive
to
our
common
shares.
If
we
are
unable
previously
to
redeem
the
shares,
the
dividend
rate
increases
substantially
after
five
years.
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,
derivatives,
and
capital
management
techniques.
The
adequacy
of
our
intellectual
property
protection,
and
the
extent
of
any
costs
associated
with
obtaining
rights
in
intellectual
property
claimed
by
others,
can
impact
our
business
and
operating
results.
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.
Our
ability
to
implement
our
business
initiatives
and
strategies
could
affect
our
financial
performance
over
the
next
several
years.
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
business
and
operating
results
can
also
be
affected
by
widespread
natural
disasters,
terrorist
activities
or
international
hostilities,
either
as
a
result
of
the
impact
on
the
economy
and
capital
and
other
financial
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
equity
interest
in
BlackRock,
Inc.
are
discussed
in
more
detail
in
BlackRock’s
filings
with
the
SEC,
including
in
the
Risk
Factors
sections
of
BlackRock’s
reports.
BlackRock’s
SEC
filings
are
accessible
on
the
SEC’s
website
and
on
or
through
BlackRock’s
website
at
www.blackrock.com.
This
material
is
referenced
for
informational
purposes
only
and
should
not
be
deemed
to
constitute
a
part
of
this
presentation.
In
addition,
our
planned
acquisition
of
National
City
Corporation
(“National
City”)
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
customary
closing
conditions.
The
impact
of
the
completion
of
the
transaction
on
PNC’s
financial
statements
will
be
affected
by
the
timing
of
the
transaction,
including
in
particular
the
ability
to
complete
the
acquisition
in
the
fourth
quarter
of
2008.


Cautionary Statement Regarding Forward-Looking
Information (continued)
Appendix
The
transaction
may
be
substantially
more
expensive
to
complete
(including
the
required
divestitures
and
the
integration
of
National
City’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.
Our
ability
to
achieve
anticipated
results
from
this
transaction
is
dependent
on
the
state
going
forward
of
the
economic
and
financial
markets,
which
have
been
under
significant
stress
recently.
Specifically,
we
may
incur
more
credit
losses
from
National
City’s
loan
portfolio
than
expected.
Other
issues
related
to
achieving
anticipated
financial
results
include
the
possibility
that
deposit
attrition
or
attrition
in
key
client,
partner
and
other
relationships
may
be
greater
than
expected.
Litigation
and
governmental
investigations
currently
pending
against
National
City,
as
well
as
others
that
may
be
filed
or
commenced
as
a
result
of
this
transaction
or
otherwise,
could
impact
the
timing
or
realization
of
anticipated
benefits
to
PNC
or
otherwise
adversely
impact
our
financial
results.
Our
ability
to
achieve
anticipated
results
is
also
dependent
on
our
ability
to
bring
National
City’s
systems,
operating
models,
and
controls
into
conformity
with
ours
and
to
do
so
on
our
planned
time
schedule.
The
integration
of
National
City’s
business
and
operations
into
PNC,
which
will
include
conversion
of
National
City’s
different
systems
and
procedures,
may
take
longer
than
anticipated
or
be
more
costly
than
anticipated
or
have
unanticipated
adverse
results
relating
to
National
City’s
or
PNC’s
existing
businesses.
PNC’s
ability
to
integrate
National
City
successfully
may
be
adversely
affected
by
the
fact
that
this
transaction
will
result
in
PNC
entering
several
markets
where
PNC
does
not
currently
have
any
meaningful
retail
presence.
In
addition
to
the
planned
National
City
transaction,
we
grow
our
business
from
time
to
time
by
acquiring
other
financial
services
companies.
Acquisitions
in
general
present
us
with
risks,
in
addition
to
those
presented
by
the
nature
of
the
business
acquired,
similar
to
some
or
all
of
those
described
above
relating
to
the
National
City
acquisition.
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,
National
City’s,
or
other
company’s
actual
or
anticipated
results.


Additional Information and Where to Find It
Appendix
The
proposed
merger
will
be
submitted
to
National
City’s
and
PNC’s
shareholders
for
their
consideration.
PNC
has
filed
a
Registration
Statement
on
Form
S-4
with
the
Securities
and
Exchange
Commission
(the
“SEC”),
which
includes
a
joint
proxy
statement/prospectus
of
PNC
and
National
City
that
also
constitutes
a
prospectus
of
PNC.
PNC
and
National
City
have
mailed
the
joint
proxy
statement/prospectus
to
their
respective
shareholders,
and
each
of
the
companies
plans
to
file
with
the
SEC
other
relevant
documents
concerning
the
proposed
merger.
Shareholders
and
other
investors
are
urged
to
read
the
joint
proxy
statement/prospectus
(which
was
first
mailed
to
PNC
and
National
City
shareholders
on
or
about
November
24,
2008)
as
well
as
any
other
relevant
documents
to
be
filed
with
the
SEC
in
connection
with
the
proposed
merger
or
incorporated
by
reference
into
the
joint
proxy
statement/prospectus
(and
any
amendments
or
supplements
to
those
documents),
because
they
will
contain
important
information.
You
may
obtain
a
free
copy
of
these
documents,
as
well
as
other
filings
containing
information
about
National
City
and
PNC,
at
the
SEC’s
website
(http://www.sec.gov)
and
at
the
companies’
respective
websites,
www.nationalcity.com/investorrelations
and
www.pnc.com/secfilings.
Copies
of
these
documents
and
the
SEC
filings
incorporated
by
reference
in
the
joint
proxy
statement/prospectus
can
also
be
obtained,
free
of
charge,
by
directing
a
request
to
Jill
Hennessey,
National
City
Corporation,
Senior
Vice
President,
Investor
Relations,
Department
2229,
P.O.
Box
5756,
Cleveland,
OH
44101-0756,
(800)
622-4204;
or
to
PNC
Financial
Services
Group,
Inc,
Shareholder
Relations
at
(800)
843-2206
or
via
e-mail
at
investor.relations@pnc.com.
National
City
and
PNC
and
their
respective
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
shareholders
of
PNC
or
National
City
in
connection
with
the
proposed
merger.
Information
about
the
directors
and
executive
officers
of
National
City
is
set
forth
in
the
proxy
statement
for
National
City’s
2008
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
a
Schedule
14A
on
March
7,
2008.
Information
about
the
directors
and
executive
officers
of
PNC
is
set
forth
in
the
proxy
statement
for
PNC’s
2008
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
a
Schedule
14A
on
March
28,
2008.
Additional
information
regarding
the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
merger
may
be
obtained
by
reading
the
joint
proxy
statement/prospectus.
You
may
obtain
free
copies
of
these
documents
as
described
in
the
preceding
paragraph.