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

March 2, 2009

Date of Report (date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(exact name of registrant as specified in its charter)

Pennsylvania	Commission File Number	25-1435979
(state or other jurisdiction of incorporation or organization)	001-09718	(I.R.S. Employer Identification Number)

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 March 3, 2009, James E. Rohr, Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. (the “Corporation”), gave a presentation to investors at the Sandler O’Neill 2009 West Coast Financial Services Conference in San Francisco, California. 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 8.01. Other Events.

On March 2, 2009, the Corporation issued a press release and held a conference call for investors regarding the announcement that the Board of Directors will reduce the Corporation’s quarterly common stock dividend from $0.66 to $0.10 per share and providing a business update. The Corporation also provided on its web site electronic presentation slides including additional information that it used in connection with the conference call. Copies of the Corporation’s press release and slides for the related conference call are included in this report as Exhibits 99.2 and 99.3 and are filed herewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index accompanying this Form 8-K are furnished or filed herewith as indicated.

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: March 3, 2009	By:	/s/ Samuel R. Patterson
		Samuel R. Patterson Controller

3

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Electronic presentation slides and related material for the Sandler O’Neill Conference on March 3, 2009	Furnished herewith.
99.2	Press Release dated March 2, 2009	Filed herewith.
99.3	Electronic presentation slides for related March 2, 2009 conference call	Filed herewith.

4

EX-99.1

The PNC Financial Services Group, Inc.

Sandler O’Neill

West Coast Financial Services Conference

March 3, 2009

Exhibit 99.1

*

*

*

*

*

*

*

*

*

*

2

Cautionary Statement Regarding Forward-Looking

Information and Adjusted Information

This

presentation

includes

“snapshot”

information

about

PNC

used

by

way

of

illustration.

It

is

not

intended

as

a

full

business

or

financial

review

and

should

be

viewed

in

the

context

of

all

of

the

information

made

available

by

PNC

in

its

SEC

filings.

The

presentation

also

contains

forward-looking

statements

regarding

our

outlook

or

expectations

relating

to

PNC’s

future

business,

operations,

financial

condition,

financial

performance,

capital

and

liquidity

levels,

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

included

in

the

version

of

the

presentation

materials

posted

on

our

corporate

website

at

www.pnc.com/investorevents.

We

provide

greater

detail

regarding

these

factors

in

our

2008

Form

10-K,

including

in

the

Risk

Factors

and

Risk

Management

sections,

and

in

our

other

SEC

filings

(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.

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

to

help

illustrate

the

impact

of

certain

types

of

items.

This

information

supplements

our

results

as

reported

in

accordance

with

GAAP

and

should

not

be

viewed

in

isolation

from,

or

a

substitute

for,

our

GAAP

results.

We

provide

these

adjusted

amounts

and

reconciliations

so

that

investors,

analysts,

regulators

and

others

will

be

better

able

to

evaluate

the

impact

of

these

items

on

our

results

for

the

periods

presented.

We

believe

that

information

as

adjusted

for

the

impact

of

the

specified

items

may

be

useful

due

to

the

extent

to

which

these

items

are

not

indicative

of

our

ongoing

operations.

In

certain

discussions,

we

may

also

provide

information

on

yields

and

margins

for

all

interest-earning

assets

calculated

using

net

interest

income

on

a

taxable-equivalent

basis

by

increasing

the

interest

income

earned

on

tax-exempt

assets

to

make

it

fully

equivalent

to

interest

income

earned

on

taxable

investments.

We

believe

this

adjustment

may

be

useful

when

comparing

yields

and

margins

for

all

earning

assets.

This

presentation

may

also

include

a

discussion

of

other

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.”

3

Key Take-Aways

The PNC business model has performed well on a

relative basis given the difficult environment

A significant portion of National City’s credit risk

has been recognized through purchase accounting

The National City acquisition presents a

tremendous opportunity to leverage PNC’s

business model and demonstrated ability to

execute

4

A Leader in Executing the Banking Basics

(32%)

11%

3 year CAGR

(28%)

9%

5 year CAGR

(37%)

15%

1 year

Pretax pre-provision earnings²

growth

11%

14%

Average noninterest-bearing deposits

10%

8%

(3%)

7%

13%

Peers¹

12%

11%

6%

12%

19%

PNC

4Q08 growth versus 2Q07

Average total loans

Average total deposits

Average noninterest-bearing deposits

Average total deposits

Average total loans

4Q08 annualized linked quarter growth

(1)  Peer comparison source: SNL DataSource; Peers represents average of super-regional banks identified in the Appendix other than

PNC.  (2) Total revenue less noninterest expense.  Further information is provided in the Appendix.

PNC has remained “open

for business”

throughout

the credit crunch…

…and remains committed

to meeting the needs of

our clients…

Note:  PNC average balances and pretax pre-provision earnings were not impacted by the

National City acquisition, which closed on December 31, 2008.

…while delivering long

term value for our

shareholders.

PNC’s

Business

Model

5

Balance Sheet Composition

PNC’s Commitment to Prudent Risk Management Remains a Top

Priority for Creating Long Term Value.

100%

9

7

18

66%

100%

15

60

15

2

8%

2008 %

of total

$291

25

21

52

$193

$291

43

176

44

4

$24

Dec 31

2008

100%

11

7

22

60%

100%

19

49

22

3

7%

2007 %

of total

Total liabilities and shareholders’

equity

Shareholders’

equity

Other liabilities, interests in consolidated entities

Borrowed funds

Deposits

Total assets

Other assets and loan and lease loss allowance

Loans, net of unearned income

Investment securities

Loans held for sale

Cash and short-term investments

in billions

Dec 31, 2008

Key Ratios

Loans/Assets

PNC

Peers¹

60%

69%

Loans/Deposits

PNC

Peers¹

91%

111%

(1) Peers represents average of super-regional banks identified in the Appendix other than PNC.

PNC’s

Business

Model

6

Risk Management Overview

PNC’s

Business

Model

PNC Is a Recognized Leader in Risk Management.

PNC Is a Recognized Leader in Risk Management.

PNC monitors multiple risk areas under our Enterprise

Wide Risk program

-

Reputational

-

Liquidity

-

Credit

-

Market

-

Operational

-

Strategic

PNC’s well-established committee structure requires

multiple scenario analysis

-

Economic capital impacts

-

Summary risk assessment

-

Alternate planning

-

Stress testing

-

Threshold compliance

-

Inherent risk trends

7

Relative Credit Risk Profile

Peers

represents

average

of

super-regional

banks

identified

in

the

Appendix

other

than

PNC.

Net

charge-offs

percentage

is

annualized. 

PNC

4Q08

as

reported

information

includes

the

impact

of

National

City,

which

we

acquired

as

of

December

31,

2008.

The

4Q08

information

excluding

the

impact

of

National

City

is

reconciled

to

GAAP

in

the

Appendix.

The

4Q08

net

charge-off

ratio

was

not

impacted

by

the

National

City

acquisition.

0.00%

0.55%

1.10%

1.65%

2.20%

2.75%

Nonperforming

loans to total

loans

Nonperforming

assets to total

assets

Net charge-

offs to average

loans

(three months ended)

Allowance for

loan and lease

losses to loans

1.86%

1.94%

.92%

1.55%

1.09%

2.54%

1.77%

2.07%

Key 4Q08 Metrics

(excluding the impact of National City)

Credit migration

accelerated in 4Q08

Strengthened loan loss

reserve coverage

Substantially de-risked

the National City loan

portfolio at closing

Positioned to

outperform on a

relative basis

PNC’s

Business

Model

PNC’s Credit Risk Profile Is Positioned to Outperform

the Peer Group.

PNC 4Q08 as reported     ..74%                .95%               1.09%              2.23%

8

Capital and Liquidity

PNC Is Well-Positioned in Terms of Capital and Liquidity.

21%

88%

5.1%

3.6%

8.2%

Sept 30

2008

15%

91%

4.3%

2.9%

9.7%

Dec 31

2008

Substantial 12/31/08 liquidity position should enable PNC to meet all 2009 debt maturities

Dec 31

2007

Key Capital Ratios

6.8%

Tier 1 risk-based

4.7%

Tangible common equity¹

4.8%

Tangible common equity excluding accumulated

other

comprehensive

loss

1,2

22%

Investment securities to total assets

83%

Loans to deposits

Key Liquidity Ratios

(1)

Common

shareholders’

equity

less

goodwill

and

other

intangible

assets

net

of

eligible

deferred

taxes

(excluding

mortgage

servicing

rights)

divided

by

period-end

assets

less

goodwill

and

other

intangible

assets

net

of

eligible

deferred

taxes

(excluding

mortgage

servicing

rights).

(2)

Accumulated

other

comprehensive

loss

as

of

12/31/08,

9/30/08,

and

12/31/07

was

$3.9

billion,

$2.2

billion,

and

$147

million,

respectively.

Adjusted

percentages

are

reconciled

to

GAAP

in

the

Appendix.

PNC’s

Business

Model

9

Asset Management

One of the top 10 largest bank-

held asset managers

70% of footprint population in

MSAs with median household

incomes greater than the national

aggregate

Footprint population now 95

million, represents almost 1/3rd

of

U.S. total

A significant presence in 33 of the

Top 100 MSAs with offices in 10

state capitals

Retail

Powerful Opportunities Across the Franchise

BlackRock

(offices in 22

countries)

BLK

CO

TX

KS

OK

Leveraging

PNC’s

Business

Model

Global Investment Servicing

(international offices)

A leading provider of processing,

technology and business intelligence

services to asset managers, broker-

dealers, and financial advisors

$2.0 trillion in assets serviced and 72

million shareholder accounts at

December 31, 2008

Corporate & Institutional

Access to 300 of Fortune 1000

companies and nearly 700 hospitals

One of the top 10 Treasury

Management businesses in the U.S.

One of the nation’s largest M&A

advisory firms for middle market

companies

10

Key Integration Objectives

Distressed and core loan portfolios identified, purchase

accounting marks established

Credit approval and loan/deposit pricing processes aligned

Return the balance sheet

to a moderate risk profile

Extensive client communications and outreach efforts –

gathered over $1 billion in corporate deposit relationships to

date

Systems application selection nearly complete and

conversion timelines set

Schedule for branch conversion complete

Process underway, expect significant portion to be achieved

through attrition and elimination of open positions

Cost save plan being implemented

Status

Leverage combined

strengths to capture

clients

Convert branch network

Achieve $1.2 billion of

annualized cost saves

Integrate technology

platforms

Eliminate 5,800 positions

across organization

Objective

The Foundation for a Smooth and Successful Integration Has Been

The Foundation for a Smooth and Successful Integration Has Been

Established and Communicated.

Established and Communicated.

Leveraging

PNC’s

Business

Model

11

Key System Integration Milestones

Leveraging

PNC’s

Business

Model

Closing

System discovery

Application selection

Product mapping

Programming

1H09

Programming

Testing

Phase 1 Bank

conversion

Final stand

alone systems

conversions

Credit reporting

Financial reporting

Management reporting

2H09

1H10

2H10

Phase 2 Bank

conversion

Phase 3 Bank

conversion

Phase 4 Bank

conversion

Planning and actions will be customer focused and in accordance with our focus on

managing toward a moderate risk profile

PNC’s core suite of systems will be augmented with value added systems of NCC

The combination should create a more valuable platform from business continuity to

enhanced enterprise-wide reporting tools

System integration guiding principles

12

Significant Retail and Asset Management

Revenue Opportunity

Combine products and platforms for full impact

delivery across our attractive high net worth

markets

Gain synergies by leveraging the strengths of

personal wealth areas and institutional product sets

Leverage our established branch referral processes

$110B AUM

$125B AUA

$57B AUM

$87B AUA

Asset

management

Expand touch point opportunities to increase our

brand awareness and convenience

6,232

4,041

ATMs³

Leverage one of the largest branch distribution

networks in the U.S.

2,589

1,148

Branches³

2.9 million

Legacy PNC¹

6+ million

PNC²

Allows for deeper penetration of our product set,

especially fee based and payment business related

products

Combine focus on on-line innovation and platform

integration efficiencies

Leverage strengths in small business client area to

provide highly profitable sources of funding

Consumer

and small

business

customers

Opportunity

As

of

December

31,

2008.

PNC

acquired

National

City

Corporation

on

December

31,

2008.

(1)

Does

not

include

and

(2)

includes

the

impact

of

National

City.

(3)

None

of

anticipated

branch

divestitures

or

closings

assumed.

Leveraging

PNC’s

Business

Model

13

Significant Corporate & Institutional

Banking Revenue Opportunity

Combine expertise across top industries

Retain and deepen long-term relationships

Right size portfolios to meet risk/return criteria

$45 billion

$17 billion

Commercial

loans (excluding

real estate)

Combine strengths across DUS, FHA, Mezzanine,

REIT, and low income housing capabilities

Scale back residential development exposures

$28 billion

$9 billion

Commercial

real estate

loans

Leverage established deposit gathering strategy

and relationship based approach

$27 billion

$15 billion

Deposits

Leverage our demonstrated cross selling

capabilities

Significant opportunity to leverage our range of

relationship-based products and services

$400 million

$336 million

Capital

markets

revenue

Leverage combined strengths in the middle market

Opportunity to significantly improve risk adjusted

returns through fee-based product offerings

$975 million

$545 million

Treasury

management

revenue

Legacy PNC¹

PNC²

Opportunity

As of or for the year ended December 31, 2008.  PNC acquired National City Corporation on December 31, 2008.  (1) Does not include

and (2) includes the impact of National City.  Revenue items include PNC estimates of National City revenue as if the acquisition had

been completed at the beginning of 2008.

Leveraging

PNC’s

Business

Model

14

A relentless focus on implementing the PNC model

Managing toward an overall moderate risk profile

Leverage the brand to grow high quality revenue

streams

A focus on continuous improvement while investing

in innovation

Disciplined approach to capital management

Strong execution capabilities

Summary

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

PNC’s

Business

Model

15

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,

capital

levels,

liquidity

levels,

asset

quality

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”

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

some

of

these

factors

in

our

2008

Form

10-K,

including

in

the

Risk

Factors

and

Risk

Management

sections

of

that

report,

and

in

our

other

SEC

filings.

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:

o

Changes

in

interest

rates

and

valuations

in

the

debt,

equity

and

other

financial

markets.

o

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.

o

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

o

Changes

in

our

customers’,

suppliers’

and

other

counterparties’

performance

in

general

and

their

creditworthiness

in

particular.

o

Changes

in

customer

preferences

and

behavior,

whether

as

a

result

of

changing

business

and

economic

conditions

or

other

factors.

•

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

trends

currently

point

to

a

continuation

of

severe

recessionary

conditions

in

2009

followed

by

a

subdued

recovery.

16

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•

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:

o

Changes

resulting

from

the

Emergency

Economic

Stabilization

Act

of

2008,

the

American

Recovery

and

Reinvestment

Act

of

2009,

and

other

developments

in

response

to

the

current

economic

and

financial

industry

environment,

including

current

and

future

conditions

or

restrictions

imposed

as

a

result

of

our

participation

in

the

TARP

Capital

Purchase

Program.

o

Legislative

and

regulatory

reforms

generally,

including

changes

to

laws

and

regulations

involving

tax,

pension,

bankruptcy,

consumer

protection,

and

other

aspects

of

the

financial

institution

industry.

o

Increased

litigation

risk

from

recent

regulatory

and

other

governmental

developments.

o

Unfavorable

resolution

of

legal

proceedings

or

regulatory

and

other

governmental

inquiries.

o

The

results

of

the

regulatory

examination

and

supervision

process,

including

our

failure

to

satisfy

the

requirements

of

agreements

with

governmental

agencies.

o

Changes

in

accounting

policies

and

principles.

•

Our

issuance

of

securities

to

the

US

Department

of

the

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

document.

In

addition,

our

recent

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.

These

risks

and

uncertainties

include

the

following:

•

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.

17

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•

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

relating

to

National

City’s

business

and

activities

before

the

acquisition,

could

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

did

not

previously

have

any

meaningful

retail presence.

In

addition

to

the

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.

18

Non-GAAP to GAAP Reconcilement

Appendix

In millions, except percentages

Tier 1 risk-based capital ratio

December 31

2008

Tier 1 risk-based capital

$24,287

Less: TARP issuance

(7,579)

Tier 1 risk-based capital less TARP issuance

$16,708

Risk weighted assets (assumes no decrease in assets without TARP

issuance)

$251,106

Tier 1 risk-based capital ratio as reported

9.7%

Less: TARP issuance

(3.0)%

Tier 1 risk-based capital ratio as adjusted

6.7%

Tangible common equity ratio (a)

December 31

September 30

December 31

2008

2008

2007

Common shareholders' equity

$17,490

$13,711

$14,847

Less intangible assets, net of deferred taxes

(9,206)

(8,812)

(8,734)

Tangible common equity

8,284

4,899

6,113

Add back: accumulated other comprehensive loss (AOCL)

3,949

2,230

147

Tangible common equity, before AOCL

$12,233

$7,129

$6,260

Tangible assets

$281,874

$136,798

$130,185

Add back: AOCL assets

3,252

3,332

(11)

Total assets, excluding AOCL

$285,126

$140,130

$130,174

Tangible common equity ratio, as reported

2.9%

3.6%

4.7%

Add back: AOCL assets

1.4%

1.5%

0.1%

Tangible common equity ratio, as adjusted

4.3%

5.1%

4.8%

(a)

Common

shareholders’

equity

less

goodwill

and

other

intangible

assets

net

of

eligible

deferred

taxes

(excluding

mortgage

servicing

rights)

divided

by

period-end

assets

less

goodwill

and

other

intangible

assets

net

of

eligible

deferred

taxes

(excluding

mortgage

servicing

rights).

19

Non-GAAP to GAAP Reconcilement

Appendix

For the year ended December 31, 

in millions

2003

2004

2005

2006 (c)

2007

2008

'04-'07

CAGR

'07-'08

Change

'05-'08

CAGR

'03-'08

CAGR

Total revenue

$5,253

$5,541

$6,327

$8,572

$6,705

$7,190

7%

7%

Noninterest expense

3,476

3,712

4,306

4,443

4,296

4,430

5%

3%

Pretax pre-provision earnings

$1,777

$1,829

$2,021

$4,129

$2,409

$2,760

15%

11%

9%

Operating leverage

2%

4%

(c) Includes the impact on both revenue and expense of the BlackRock/MLIM transaction.

In millions, except per share data

THREE MONTHS ENDED

Adjustments,

Net

Diluted

Adjustments,

Net

Diluted

Pretax

Income

EPS

Pretax

Income

EPS

Net income (loss), as reported

$(248)

$(.77)

$248

$.71

Adjustments:

   Conforming provision for credit losses - National City

$504

328

.94

   Other integration costs

81

52

.15

$14

9

.02

Net income, as adjusted

$132

$.32

$257

$.73

Adjustments,

Net

Diluted

Pretax

Income

EPS

Net income, as reported

$178

$.52

Adjustments:

   Integration costs

$79

(a)

50

.15

Net income, as adjusted

$228

$.67

YEAR ENDED

Adjustments,

Net

Diluted

Adjustments,

Net

Diluted

Pretax

Income

EPS

Pretax

Income

EPS

Net income, as reported

$882

$2.46

$1,467

$4.35

Adjustments:

   Conforming provision for credit losses - National City

$504

328

.95

   Other integration costs

145

(b)

94

.27

$151

(a)

99

.30

Net income, as adjusted

$1,304

$3.68

$1,566

$4.65

(a)

Includes the $45 million conforming provision for credit losses related to the Yardville acquisition.

(b)

Includes the $23 million conforming provision for credit losses related to the Sterling acquisition.

December 31, 2008

September 30, 2008

December 31, 2007

December 31, 2008

December 31, 2007

20

Non-GAAP to GAAP Reconcilement

Appendix

As of December 31, 2008 ($ in millions)

PNC, excluding National

City (a)

National City

Purchase accounting,

eliminations, and

reclassifications (b)

PNC, as reported

Total assets

$157,373

$153,069

($19,361)

$291,081

Nonperforming assets

1,443

722

2,165

Nonperforming assets to total assets

0.92%

0.74%

Total loans, net of unearned income

$75,830

$108,077

($8,418)

$175,489

Nonperforming loans

1,412

250

1,662

Nonperforming loans to total loans

1.86%

0.95%

Total loans, net of unearned income

$75,830

$108,077

($8,418)

$175,489

Allowance for loan and lease losses

1,343

4,856

(2,282)

3,917

Allowance for loan and lease losses to loans

1.77%

2.23%

(a) Includes $7.6 billion related to the issuance to the US Treasury under the US Treasury's Troubled Asset Relief Program ("TARP") on December 31,

2008 of (1) Fixed Rate Cumulative Perpetual Preferred Stock, Series N, and (2) a warrant for the US Treasury to purchase PNC common stock.

(b) Includes conforming provision for credit losses, elimination of intercompany funding and capital transactions, redesignation of loans held for sale to

loans held for investment, and other reclassifications.

21

The PNC Financial Services Group, Inc.

PNC

BB&T Corporation

BBT

Comerica

CMA

Fifth Third Bancorp

FITB

KeyCorp

KEY

Regions Financial

RF

SunTrust Banks, Inc.

STI

U.S. Bancorp

USB

Wells Fargo & Company

WFC

Ticker

Peer Group of Super-Regional Banks

Appendix

List represents 2008 peer group after acquisitions.

EX-99.2

Exhibit 99.2

CONTACTS:

MEDIA:

Brian E. Goerke

(412) 762-4550

corporate.communications@pnc.com

INVESTORS:

William H. Callihan

(412) 762-8257

investor.relations@pnc.com

PNC TO REDUCE QUARTERLY COMMON STOCK DIVIDEND

TO $.10 PER SHARE, RETAINING $1 BILLION ANNUALLY

IN ADDITIONAL CAPITAL

Business model continues to perform well in current environment

PITTSBURGH, March 2, 2009 – The PNC Financial Services Group, Inc. (NYSE: PNC) today announced that its Board of Directors will reduce the company’s quarterly common stock dividend from $.66 to $.10 per share. The next dividend is expected to be declared in early April.

“We are taking this proactive step to build capital, further strengthen our balance sheet and serve our customers in an unprecedented and uncertain economy,” said James E. Rohr, chairman and chief executive officer. “Our Board recognizes the importance of the dividend to our shareholders. While our overall capital and liquidity positions are strong, extreme market deterioration and the changing regulatory environment drove this difficult but prudent decision. We continue to be optimistic about the long-term benefits of the National City acquisition. Our first quarter 2009 results to date, excluding acquisition costs, are in line with Wall Street analyst expectations.”

HIGHLIGHTS

• At the end of 2008, PNC’s Tier 1 risk-based capital ratio was 9.7 percent, the tangible common equity ratio was 2.9 percent, and the loan-to-deposit ratio was 91 percent. The dividend reduction is expected to add $1 billion annually to PNC’s common equity position, further increasing its strong capital and liquidity positions.

• PNC’s businesses are performing as expected in the first quarter to date with strong client growth. Sales are above expectations, and the company continues to increase share in its newly acquired markets.

• The integration of National City is well underway and on track. The company is increasingly confident of the long-term benefits of the acquisition, and that the transaction will be accretive to 2009 earnings.

- more -

PNC to Reduce Quarterly Common Stock Dividend to $.10 Per Share,

Retaining $1 Billion Annually in Additional Capital– Page 2

• Increased capital flexibility from the dividend reduction should allow the company to continue to expand its businesses and make credit available to qualified customers. It should also position PNC for full redemption of the U.S. Treasury Department’s preferred stock investment as soon as appropriate. PNC has no current plans to issue additional common equity.

• Based on overall enterprise risk management processes, the company believes it is adequately reserved with sufficient capital levels to withstand further economic deterioration within the range of current expectations.

“PNC is recognized for using capital in a disciplined manner. We believe our dividend reduction is appropriate given the uncertainty we see in the environment. We plan to increase our dividend after conditions normalize,” Rohr added.

CONFERENCE CALL AND SUPPLEMENTAL INFORMATION

PNC Chairman and Chief Executive Officer James E. Rohr and Chief Financial Officer Richard J. Johnson will hold a conference call for investors today at 8:30 a.m. Eastern Time regarding the topics addressed in this news release. Investors should call five to 10 minutes before the start of the conference call at 800-990-2718 or 706-643-0187 (international). The related presentation slides to accompany the conference call remarks may be found at www.pnc.com/investorevents. A taped replay of the call will be available for one week at 800-642-1687 or 706-645-9291 (international), conference ID 88412775.

In addition, Internet access to the call (listen only) and to this release and presentation slides will be available at www.pnc.com/investorevents. A replay of the webcast will be available on PNC’s Web site for 30 days.

The PNC Financial Services Group, Inc. (www.pnc.com) is one of the nation’s largest diversified financial services organizations providing retail and business banking; specialized services for corporations and government entities, including corporate banking, real estate finance and asset-based lending; wealth management; asset management and global fund services.

- more -

PNC to Reduce Quarterly Common Stock Dividend to $.10 Per Share,

Retaining $1 Billion Annually in Additional Capital– Page 3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

We make statements in this news release and in the conference call regarding this news release, and we may from time to time make other statements, regarding our outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality 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” 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 some of these factors in our 2007 Form 10-K and our 2008 Form 10-Qs, and in our 2008 Form 10-K upon its filing, including in the Risk Factors and Risk Management sections of those reports, and in our other SEC filings. Our forward-looking statements may also be subject to other risks and uncertainties, including those that we may discuss elsewhere in this news release 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.

• 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 trends currently point to a continuation of severe recessionary conditions in 2009 followed by a subdued recovery.

• 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:

• Changes resulting from the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, and other developments in response to the current economic and financial industry environment, including current and future conditions or restrictions imposed as a result of our participation in the TARP Capital Purchase Program.

• Legislative and regulatory reforms generally, including changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other aspects of the financial institution industry.

• Increased litigation risk from recent regulatory and other governmental developments.

• Unfavorable resolution of legal proceedings or regulatory and other governmental inquiries.

• The results of the regulatory examination and supervision process, including our failure to satisfy the requirements of agreements with governmental agencies.

• Changes in accounting policies and principles.

- more -

PNC to Reduce Quarterly Common Stock Dividend to $.10 Per Share,

Retaining $1 Billion Annually in Additional Capital– Page 4

• Our issuance of securities to the US Department of the 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 document.

In addition, our recent 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. These risks and uncertainties include the following:

• 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 relating to National City’s business and activities before the acquisition, could 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 did not previously have any meaningful retail presence.

In addition to the 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.

# # #

EX-99.3

The PNC Financial Services Group, Inc.

Capital Action and Business Update

March 2, 2009

Exhibit 99.3

*

*

*

*

*

*

*

*

*

2

Cautionary Statement Regarding Forward-Looking

Information and Adjusted Information

This

presentation

includes

“snapshot”

information

about

PNC

used

by

way

of

illustration.

It

is

not

intended

as

a

full

business

or

financial

review

and

should

be

viewed

in

the

context

of

all

of

the

information

made

available

by

PNC

in

its

SEC

filings.

The

presentation

also

contains

forward-looking

statements

regarding

our

outlook

or

expectations

relating

to

PNC’s

future

business,

operations,

financial

condition,

financial

performance,

capital

and

liquidity

levels,

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

included

in

the

version

of

the

presentation

materials

posted

on

our

corporate

website

at

www.pnc.com/investorevents.

We

provide

greater

detail

regarding

these

factors

in

our

2007

Form

10-K

and

our

2008

Form

10-Qs,

and

in

our

2008

Form

10-K

upon

its

filing,

including

in

the

Risk

Factors

and

Risk

Management

sections,

and

in

our

other

SEC

filings

(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.

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

may

sometimes

refer

to

adjusted

results

to

help

illustrate

the

impact

of

certain

types

of

items.

This

information

supplements

our

results

as

reported

in

accordance

with

GAAP

and

should

not

be

viewed

in

isolation

from,

or

a

substitute

for,

our

GAAP

results.

We

provide

these

adjusted

amounts

and

reconciliations

so

that

investors,

analysts,

regulators

and

others

will

be

better

able

to

evaluate

the

impact

of

these

items

on

our

results

for

the

periods

presented.

We

believe

that

information

as

adjusted

for

the

impact

of

the

specified

items

may

be

useful

due

to

the

extent

to

which

these

items

are

not

indicative

of

our

ongoing

operations.

In

certain

discussions,

we

may

also

provide

information

on

yields

and

margins

for

all

interest-earning

assets

calculated

using

net

interest

income

on

a

taxable-equivalent

basis

by

increasing

the

interest

income

earned

on

tax-exempt

assets

to

make

it

fully

equivalent

to

interest

income

earned

on

taxable

investments.

We

believe

this

adjustment

may

be

useful

when

comparing

yields

and

margins

for

all

earning

assets.

This

presentation

may

also

include

a

discussion

of

other

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

“About

PNC–Investor

Relations.”

3

Overview

Global economic conditions are deteriorating rapidly

Markets continue to be highly volatile

Regulatory requirements are changing in response to the economy

Proactively protecting the balance sheet, preserving capital flexibility, and

serving the needs of our customers are our top priorities

-

35-40 basis point annual improvement to capital ratios on 12/31/08

proforma basis

-

No current plans to issue additional common equity

Will reduce next quarterly common stock dividend to $0.10 from $0.66 per

share

Extreme economic uncertainty warrants this proactive capital decision

Enhances ability to repay TARP preferred as soon as appropriate

Expected to add $1 billion annually to PNC’s common equity position

4

Recent Events and Business Update

Business Update

Integration of National City well underway and on track

-

Continued confidence about the long term benefits

-

Expected to be accretive to 2009 earnings

2009 off to a solid start

-

Strong client growth, sales above expectations

-

Revenue growth driven by significant net interest income increase

-

Expenses remain well-controlled

-

Strong pretax pre-provision earnings

-

1Q09 results to date, excluding acquisition costs, in line with range of Wall

Street analyst expectations

-

Ongoing and enhanced programs in support of economic recovery initiatives

5

Summary

Reducing dividend was difficult but prudent given the

current environment

An additional $1 billion is expected to be retained annually

Our businesses are performing well

The National City integration is progressing smoothly

We believe we are well-positioned to take advantage of

long term opportunities that deliver significant shareholder

value

We expect to increase the dividend when appropriate

6

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,

capital

levels,

liquidity

levels,

asset

quality

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”

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

some

of

these

factors

in

our

2007

Form

10-K

and

our

2008

Form

10-Qs,

and

in

our

2008

Form

10-K

upon

its

filing,

including

in

the

Risk

Factors

and

Risk

Management

sections

of

those

reports,

and

in

our

other

SEC

filings.

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:

o

Changes

in

interest

rates

and

valuations

in

the

debt,

equity

and

other

financial

markets.

o

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.

o

Actions

by

the

Federal

Reserve

and

other

government

agencies,

including

those

that

impact

money

supply

and

market

interest

rates.

o

Changes

in

our

customers’,

suppliers’

and

other

counterparties’

performance

in

general

and

their

creditworthiness

in

particular.

o

Changes

in

customer

preferences

and

behavior,

whether

as

a

result

of

changing

business

and

economic

conditions

or

other

factors.

•

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

trends

currently

point

to

a

continuation

of

severe

recessionary

conditions

in

2009

followed

by

a

subdued

recovery.

7

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•

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:

o

Changes

resulting

from

the

Emergency

Economic

Stabilization

Act

of

2008,

the

American

Recovery

and

Reinvestment

Act

of

2009,

and

other

developments

in

response

to

the

current

economic

and

financial

industry

environment,

including

current

and

future

conditions

or

restrictions

imposed

as

a

result

of

our

participation

in

the

TARP

Capital

Purchase

Program.

o

Legislative

and

regulatory

reforms

generally,

including

changes

to

laws

and

regulations

involving

tax,

pension,

bankruptcy,

consumer

protection,

and

other

aspects

of

the

financial

institution

industry.

o

Increased

litigation

risk

from

recent

regulatory

and

other

governmental

developments.

o

Unfavorable

resolution

of

legal

proceedings

or

regulatory

and

other

governmental

inquiries.

o

The

results

of

the

regulatory

examination

and

supervision

process,

including

our

failure

to

satisfy

the

requirements

of

agreements

with

governmental

agencies.

o

Changes

in

accounting

policies

and

principles.

•

Our

issuance

of

securities

to

the

US

Department

of

the

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

document.

In

addition,

our

recent

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.

These

risks

and

uncertainties

include

the

following:

•

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.

8

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•

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

relating

to

National

City’s

business

and

activities

before

the

acquisition,

could

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

did

not

previously

have

any

meaningful

retail

presence.

In

addition

to

the

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.