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

May 27, 2009

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 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 May 27, 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 Sanford C. Bernstein Strategic Decisions 2009 conference in New York. This presentation was accompanied by a series of electronic slides that included information pertaining to the financial results and business strategies of the Corporation. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

Item 9.01. Financial Statements and Exhibits.

(d) 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: May 27, 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 Sanford C. Bernstein Strategic Decisions 2009 conference on May 27, 2009	Furnished herewith.

4

EX-99.1

The PNC Financial Services Group, Inc.

Sanford C. Bernstein

Strategic Decisions Conference

May 27, 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

first

quarter

2009

Form

10-Q

and

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 web addresses here and elsewhere in this presentation 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 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

A Challenging Operating Environment

0

15

30

45

60

75

90

May 2009

June 2007

December 2007

June 2008

December 2008

CBOE VOLATILITY INDEX

Severe volatility

Rising unemployment

Potential regulatory changes

Altered competitive landscape

Changing customer needs

High levels of uncertainty

4.7%

8.9%

Unemployment

4

Key Messages

PNC’s successful business model is built to deliver

solid results over the long term

PNC is off to a strong start in 2009 with 1Q09 net

income up 38% versus 1Q08

Strategic execution should leave PNC well-

positioned to deliver long term shareholder value

5

Returning to an overall moderate risk profile

Leveraging 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

PNC’s Business Model

PNC’s

Business

Model

6

PNC’s Business Model Positioned Us Well

Pretax pre-provision

earnings

growth

Average

noninterest-bearing

deposit growth

Average total

deposit growth

Average total loan

growth

0%

3%

2007 –

2008

0%

11%

3 year CAGR

6%

11%

5 year CAGR

(19%)

11%

3 year CAGR

(15%)

9%

5 year CAGR

(27%)

15%

2007 –

2008

12%

14%

5 year CAGR

10%

7%

14%

12%

11%

Peers

14%

10%

15%

15%

17%

PNC

2007 –

2008

3 year CAGR

5 year CAGR

3 year CAGR

2007 –

2008

Growth rates are through December 31, 2008.  Averages for total loans, total deposits, and noninterest bearing deposits are for the

year ended, as applicable. (1) Peer comparison source: SNL DataSource; Peers represents average of banks identified in the Appendix

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

and gathering low cost

deposits…

…left us well-

positioned to deliver

long term value.

PNC’s

Business

Model

PNC’s focus on the

banking basics of

responsible lending…

1

2

7

Footprint covering

nearly 1/3 of the U.S.

population

Retail

A Powerful Franchise

BlackRock

(offices in 22

countries)

BLK

CO

TX

KS

OK

Global Investment Servicing

(international offices)

A leading provider of

processing, technology and

business solutions to the

global investment industry

Corporate & Institutional

A leader in serving

middle-market

customers and

government entities

Asset Management

One of the nation’s

largest bank-held asset

managers

Residential Mortgage

One of the nation’s

largest mortgage

platforms

PNC’s

Business

Model

8

Diverse Revenue Streams and Strong Pretax

Pre-Provision Earnings

PNC Is Recognized for Our Ability to Create Positive Operating

PNC Is Recognized for Our Ability to Create Positive Operating

Leverage in Anticipation of Increased Credit Costs.

Leverage in Anticipation of Increased Credit Costs.

Fund

servicing

$199

Asset

management

$189

Consumer

services

$316

Corporate

services

$245

Residential

mortgage

$431

Deposit

service

charges

$224

Other $(38)

1Q09

total

noninterest

income

$1.6B

(2)%

1Q09 -

Noninterest income categories in millions

Strong

Start to

2009

1Q09

$3.87

$2.33

$1.54

$.88

Revenue

Expense

Pretax

pre-provision

earnings

Provision

(1)

Total

revenue

less

noninterest

expense.

Further

information

is

provided

in

the

Appendix.

13%

12%

20%

27%

16%

14%

1

9

Balance Sheet Composition

5

15

Interest-earning deposits with banks

100%

10

5

17

68%

100%

15

60

16

1

3%

% of

total

$286

29

14

48

$195

$286

43

171

46

4

$7

March 31,

2009

Total liabilities and equity

Equity

Other liabilities

Borrowed funds

Deposits

Total assets

Other assets and allowance for loan and lease losses

Loans

Investment securities

Loans held for sale

Cash and short-term investments

billions

(1) Amounts include items for which PNC has elected the fair value option under SFAS 159.  (2) Peers represents average of banks

identified in the Appendix, other than PNC.

Strong

Start to

2009

March 31, 2009

Key Ratios

Loans/Assets

PNC        Peers

60%

64%

Loans/Deposits

PNC        Peers

88%

104%

PNC’s Commitment to Returning to a Moderate Risk Profile

Remains

a

Top

Priority

for

Creating

Long-Term

Value.

1

2

1

2

10

PNC’s Loan Mix

Strong

Start to

2009

$64.4

Commercial

Commercial

real estate

1Q09

Total

loans

$171.4

Consumer

Residential

real estate

Impaired

1

Equipment

leasing

$48.3

$16.7

$11.9

$6.3

$23.8

Nonperforming loans

.55%

NPLs / consumer lending

$0.4

Consumer lending

0.3

Residential real estate

$0.1

Consumer

1.2

Commercial real estate

Nonperforming loans

2.63%

NPLs / comm’l lending

$2.5

Commercial lending

0.1

Equipment leasing

$1.2

Commercial

Impaired loans

1

39%

Fair value mark

$11.9

Total

9.5

Consumer lending

$2.4

Comm’l lending

Commercial lending of

$97 billion represents

57% of total loans

Consumer lending of $74

billion represents 43% of

total loans

Information

in

billions.

(1)

Loans

acquired

in

the

National

City

acquisition

and

impaired

in

accordance

with

AICPA

Statement

of

Position

03-3 (“SOP 03-3”).

11

PNC’s Relative Credit Risk Profile

Peer

comparison

source:

SNL

DataSource;

Peers

represents

average

of

banks

identified

in

the

Appendix

other

than

PNC.

PNC

as

reported.  (1) As of or for the three months ended March 31, 2009.  Net charge-offs percentage is annualized.

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

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

1.73%

2.59%

1.21%

2.11%

1.01%

2.05%

2.51%

2.63%

Key 1Q09 Metrics

Strong

Start to

2009

PNC’s Commitment to Prudent Risk Management Is Reflected in

Our Credit Metrics.

1

12

Strengthening Capital

Strong

Start to

2009

9.7%

4Q08

1Q09

4.8%

4.9%

as

reported

4Q08

1Q09

Conducted under more

adverse economic

conditions

Emphasis on Tier 1

common

Completed at-the-

market offering to raise

a modest $600 million in

required common equity

Supervisory capital

assessment program

Tier 1 common ratio

Tier 1 risk-based ratio

5.2%

proforma¹

10.0%

as

reported

10.3%

proforma¹

(1) Includes approximately $600 million in common equity raised through an at-the-market offering in May 2009.

PNC Remains Well-Positioned in Terms of Capital.

13

Growing and Deepening Checking Relationships

Strategic

Execution

Growth during the quarter

Total retail checking relationships

PNC Is Leading the Way in Building Relationships.

PNC Is Leading the Way in Building Relationships.

Deepening relationships

% of legacy PNC consumer

DDA households using:

(1) Legacy PNC checking relationships exclude relationships added from National City and other acquisitions.  (2) Reflects growth in users.

14

Virtual Wallet

Strategic

Execution

One of our fastest growing consumer bases

Gen-Y will outnumber any other generation by 2017

Total income will surpass Baby Boomers by 2017

PNC Is Leading the Way in Product Innovation.

PNC Is Leading the Way in Product Innovation.

Average new accounts opened per day at 175+ since

launch

From 1Q08 to 1Q09 PNC has grown our Gen-Y

customer base by 13%

Virtual Wallet customers average higher balances and

transactions than checking-only accounts

High retention rates have greatly exceeded our

expectations

“A slick personal finance tool”

BUSINESSWEEK

“A truly inspired effort”

NETBANKER

“One of the boldest enhancements

to the online banking experience”

CELENT

15

A relentless focus on implementing the PNC model

Returning to an overall moderate risk profile

Leveraging 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.

Strategic

Execution

16

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 first quarter 2009 Form 10-Q and 2008 Form 10-K, 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.

17

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.

•

We intend to meet the requirement under the Supervisory Capital Assessment Program that we increase the common shareholders’ equity

component of Tier 1 capital by $600 million through a combination of growth in retained earnings and other capital raising alternatives.

Our ability to

increase

common

shareholders’

equity

through

capital

raising

transactions

will

be

dependent

on

market

conditions

at

the

time

of

the transactions.  Market conditions will also affect the extent to which such transactions are dilutive to our existing common

shareholders.  If we fail to meet this requirement in advance of the November 9, 2009 deadline in the manner we plan to do so, we would

likely

be

required

to

meet

the requirement through conversion of a portion of the preferred stock issued to the US Treasury under the

TARP Capital Purchase Program into mandatorily

convertible

preferred

stock or

by

otherwise issuing

common equity securities to the US

Treasury.

Such

a

transaction

could

be

more dilutive to our common shareholders than other means of meeting this requirement and

could result in the imposition of additional limitations on the conduct of our business by the US Treasury.

•

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.

18

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

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 anticipated benefits of the transaction, 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.

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.

19

Non-GAAP to GAAP Reconcilement

Appendix

Dec 31

Mar 31

2008

2009

Change

in millions

Total revenue

$1,676

$3,871

Noninterest expense

1,129

2,328

Pretax pre-provision earnings

$547

$1,543

$996

For the three months ended

2003

2004

2005

2006 (a)

2007

2008

'07-'08

Change

'05-'08

CAGR

'03-'08

CAGR

Total revenue

$5,253

$5,541

$6,327

$8,572

$6,705

$7,190

Noninterest expense

3,476

3,712

4,306

4,443

4,296

4,430

Pretax pre-provision earnings

$1,777

$1,829

$2,021

$4,129

$2,409

$2,760

15%

11%

9%

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

PNC believes that pretax pre-provision earnings is useful as a tool to help evaluate ability to provide for credit costs through operations.

For the year ended December 31

20

Peer Group of Banks

Appendix

The PNC Financial Services Group, Inc.

PNC

BB&T Corporation

BBT

Bank of America Corporation

BAC

Capital One Financial, Inc.

COF

Comerica Inc.

CMA

Fifth

Third

Bancorp

FITB

JPMorgan Chase

JPM

KeyCorp

KEY

M&T Bank

MTB

Regions Financial Corporation

RF

SunTrust Banks, Inc.

STI

U.S. Bancorp

USB

Wells Fargo & Company

WFC

Ticker