8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

September 15, 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 September 15, 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 Barclays Capital Global Financial Services 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: September 15, 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 Barclays Capital Global Financial Services Conference on September 15, 2009	Furnished herewith.

4

EX-99.1

The PNC Financial Services Group, Inc.

Barclays Capital

Global Financial Services Conference

September 15, 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 some of these factors in our 2008 Form 10-K and

2009 Form 10-Qs, including in the Risk Factors and Risk Management sections of those reports, 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 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 believe that

this additional information and the reconciliations we provide may be useful to investors, analysts, regulators and others as they evaluate the

impact of these items on our results for the periods presented.

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 Messages

The environment remains challenging but there

are positive signs emerging

Executing PNC’s proven business model is

delivering solid results

PNC has realistic opportunities for growth

4

Operating Environment Summary

Unemployment rate and overall market volatility remain

elevated

Housing prices appear to be stabilizing

Sales of new and existing homes slightly improved

Regulatory changes are on the horizon

Uncertainty remains but there are reasons to be cautiously

optimistic

Despite the Environment, PNC Is Focused on Delivering Value.

Despite the Environment, PNC Is Focused on Delivering Value.

5

PNC’s Framework for Success

Execute on and deliver the PNC

business model

Capitalize on integration

opportunities

Emphasize continuous

improvement culture

Reduce dependence on credit

leverage

Focus on cross selling PNC’s

deep product offerings

Focus “front door”

on risk-

adjusted returns

Leverage “back door”

credit

liquidation capabilities

Maximize credit portfolio value

Reposition deposit gathering

strategies

Action Plans

0.53%

$500 million

43%

2.3%

87%

PNC -

six months

ended June 30,

2009

1.30%+

$1.2 billion

>50%

0.3%-0.5%

80%-90%

Target

0.25%

Return on

average assets

Key Metrics

Peers

1

Loan to

deposit ratio

100%

Provision to

average loans

(annualized)

3.4%

Noninterest

income/total

revenue

49%

Integration

cost savings

(annualized)

N/A

Executing our

strategies

PNC Business

Model

Staying core

funded

Returning to a

moderate risk

profile

Growing high

quality, diverse

revenue

streams

Creating

positive

operating

leverage

(1) Peers represents average of BBT, BAC, COF, CMA, FITB, JPM, KEY, MTB, RF, STI, USB and WFC as of or for the six months ended.

Source: SNL DataSource.

Executing

Our Business

Model

6

Residential Mortgage

Footprint covering nearly 1/3 of

the U.S. population

Retail

A Powerful Franchise –

5

Largest in the U.S.

Based on Deposits

(offices in 22

countries)

BlackRock

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 largest bank-held

asset managers in the U.S.

One of the nation’s largest

mortgage platforms

7

$280 billion

Assets

U.S. Rank

2Q09

6,474

2,606

$190 billion

5

ATMs

5

Branches

5

Deposits

(1) Source: SNL DataSource.

Executing

Our Business

Model

th

th

th

th

th

1

7

Building a High Quality, Differentiated

Balance Sheet

($11.3)

$279.8

Total liabilities and equity

($7.6)

$44.7

Borrowed funds

(10.4)

7.0

Other time

.6

6.7

Savings

($2.4)

$190.4

Total deposits

(3.2)  

17.4

Other

(1.9)

56.4

Retail CDs

$9.3

$120.3

Transaction deposits

1.9

27.3

Shareholders’

equity

(7.3)

64.8

Other assets

(10.5)

165.0

Total loans

($11.3)

$279.8

Total assets

$50.0

June 30,

2009

$6.5

Change from

Dec. 31, 2008

Investment securities

Category (billions)

(1) Peers represents average of BBT, BAC, COF, CMA, FITB, JPM, KEY, MTB, RF, STI, USB and WFC.  Source: SNL DataSource.

PNC Is Transitioning Our Balance Sheet to Reflect Our Business

PNC Is Transitioning Our Balance Sheet to Reflect Our Business

Model.

Model.

Executing

Our Business

Model

June 30, 2009

Key Ratios

Loans/Assets

PNC

Peers

59%

63%

Loans/Deposits

PNC

Peers

87%

100%

1

8

Loan Portfolio

Commercial

and

equipment

leasing

Commercial

real estate

2Q09

Total loans

$165

billion

Home

equity

Residential

real estate

Distressed

Other

consumer

13%

40%

13%

7%

18%

9%

Residential real estate is 10% construction

and 90% mortgage

-

Weighted avg:  FICO 706, loan to value 75%

Home equity portfolio is high quality and

performing well

-

Weighted avg:  FICO 728, loan to value 75%

Commercial portfolio well-balanced across

sectors

-

<$100 million to U.S. auto makers

-

<$1 billion to auto suppliers most of which is

collateralized

-

<$2 billion to suppliers in the real estate

sector

Commercial real estate is 67% project

related and 33% mortgage

Overall portfolio highlights

Executing

Our Business

Model

As of June 30, 2009.  (1) Includes commercial, equipment leasing, commercial real estate, home equity, and residential real estate loans

assigned to the Distressed Assets Portfolio segment totaling approximately $21 billion.  Further information regarding the categories of

loans in the Distressed Assets Portfolio segment and in the overall loan portfolio is provided in the Appendix.

$21 billion as of June 30, 2009

-

49% residential real estate

-

32% brokered home equity

-

19% commercial lending

Distressed Assets Portfolio

1

9

Commercial Real Estate (CRE)

As of June 30, 2009.  Peer source: company reports. (1) Other includes healthcare, mobile home parks, self storage, golf courses,

senior

housing,

mixed

use

properties,

special

purpose,

churches,

raw

land

and

other

miscellaneous

property

types.

Executing

Our Business

Model

+58%

CRE NPL change 4Q08 to 1Q09

+37%

CRE NPL change 1Q09 to 2Q09

NPLs as a

% of type

NPLs

(millions)

CRE type

PNC 2Q09 CRE nonperforming loans

6.7%

$1,656

Total

2.9%

129

Office

3.9%

58

Industrial/Warehousing

4.2%

174

Multifamily

5.2%

364

Other

5.8%

49

Lodging

7.5%

307

Retail

20.3%

$575

Residential development

Multifamily

Office

Other

Industrial/

Warehousing

Retail

Residential 

development

Lodging

17%

18%

28%

6%

17%

11%

3%

30%

20%

16%

14%

13%

13%

13%

11%

9%

9%

9%

3%

3%

PNC 2Q09 total CRE loans

$24.9B

JPM

BAC

PNC

COF

FITB

WFC

BBT

USB

KEY

STI

CMA

RF

MTB

PNC’s Commercial Real Estate Portfolio Is Granular, Diversified

and Manageable.

and Manageable.

CRE outstanding as a % of assets

1

10

Managing Overall Credit Quality

Executing

Our Business

Model

Balances as of quarter end.  (1) Accruing loans past due do not include loans acquired in the National City acquisition that were

impaired per FASB ASC 310-30 and exclude loans that are government insured/guaranteed, primarily residential mortgages.  Further

information is provided in the Appendix.

Proactive management

Isolated loans of $21 billion, or 13% of

total loans at June 30, 2009, into our

Distressed Assets Portfolio segment

180+ people dedicated to distressed

assets; substantial number of workout

strategies in place

Leveraging existing best-in-class

technology capabilities for collateral

management

Continuing to reduce open exposure in

brokered home equity lines, construction

and commercial residential development

Nearly 1,500 people dedicated to loss

mitigation and loan modifications

+36%

+78%

Change from prior quarter

$4.03

$2.96

Nonperforming loans

2Q09

1Q09

(billions)

Growth rate in nonperforming loans declined

Delinquencies stable to improved from year end

Accruing loans past due

$.68

$.81

90 days or more

$2.19

$2.18

30-89 days

2Q09

4Q08

(billions)

1

11

Relative Credit Risk Profile

Peers represents average of BBT, BAC, COF, CMA, FITB, JPM, KEY, MTB, RF, STI, USB and WFC.  Sources: SNL DataSource, company

reports.  (1) As of or for the three months ended June 30, 2009.

Net charge-offs percentage is annualized. (2) Further information is

provided in the Appendix.

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

Nonperforming

loans to total

loans

Nonperforming

assets to total

assets

Net charge-

offs to average

loans

Allowance for

loan and lease

losses to loans

2.44%

2.98%

1.62%

2.22%

1.89%

2.53%

2.77%

2.90%

Key 2Q09 metrics

Reserves plus fair value mark

as a % of outstanding

:

Commercial real estate 11%

Commercial 5%

Residential real estate 12%

Consumer 6%

Total loans  7%

PNC June 30, 2009

Executing

Our Business

Model

PNC’s Commitment to Prudent Risk Management Is Reflected in

Our Credit Metrics.

1

2

12

Diverse Revenue Streams and Well-Controlled

Expenses

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

Asset

mgmnt

Consumer

services

Corporate

services

Residential

mortgage

Deposit

service

charges

(1) Total

revenue

less

noninterest

expense.

Further

information

is

provided

in

the

Appendix.

12%

12%

19%

20%

15%

14%

Other

8%

$7.9

$5.0

$2.9

$2.0

Six months ended June 30, 2009

43%

1H09

noninterest

income

$3.4B

Executing

Our Business

Model

$.7

Revenue

Expense

Pretax pre-provision earnings¹

Provision

(billions)

Net income

13

Strengthening Capital Ratios

9.7%

4Q08

1Q09

4.8%

4.9%

4Q08

1Q09

Tier 1 common ratio

Tier 1 risk-based ratio

5.3%

10.0%

10.5%

2Q09

2Q09

Increased common

equity by $1.9 billion

from 4Q08 to 2Q09

Stress test-related

capital plan accepted by

regulators

Expect to continue to

increase common equity

through growth in

retained earnings

Executing

Our Business

Model

PNC Is Focused on Disciplined Uses of Capital During this

PNC Is Focused on Disciplined Uses of Capital During this

Challenging Time.

Challenging Time.

Highlights

Ratios and common equity as of quarter end.

14

Economic recovery

Realistic Opportunities for Growth

Return to a

moderate risk

profile

Achieve $1.2

billion in

annualized cost

saves

Leverage product

depth, cross sell

capabilities,

deposit franchise,

balance sheet

flexibility and

improved

markets

Significant

shareholder

value

Return on average

assets target

1.30%+

Credit costs should

be better relative to

peers due to PNC’s

fair value marks

Opportunity to create

substantial positive

operating leverage

Growth

Levers

PNC Is Recognized for Delivering on Our Growth Initiatives.

PNC Is Recognized for Delivering on Our Growth Initiatives.

Credit

Expenses

Revenue

Growth

15

Growth

Levers

.25%

.83%

.50%

.13%

.49%

2.30%

1.39%

.04%

2002

2003

2004

2005

2006

2007

2008

2009

Target range .3% -

.5%

Provision for credit losses to average loans

Credit Cost Trend

(1) Includes

the

$45

million

conforming

provision

related

to

the

Yardville

acquisition.

(2)

Includes

the

$23

million

conforming

provision

related

to

the

Sterling

acquisition.

Excludes

the

conforming

provision

for

credit

losses

of

$504

million

related

to

the

National

City

acquisition.  Including the National City conforming provision, the provision for credit losses to average loans for 2008 was 2.09%.

Further information is provided in the Appendix. (3) Average loans reflect the National City acquisition beginning with 2009 as the

acquisition closed on December 31, 2008. (4) For the six months ended June 30, 2009, annualized.

Recession

2,3

3,4

PNC Is Focused on Returning to a Moderate Risk Profile.

PNC Is Focused on Returning to a Moderate Risk Profile.

1

Growth

Levers

16

Capturing Planned Expense Saves

PNC’s Culture Includes Focusing on Continuous Improvement.

1H09 annualized cost saves

Growth

Levers

$1,200

(millions)

$600

Total

goal

2009

goal

Captured

$500

Implemented common vendor and expense

policies and approval guidelines

Implementing multi-year plan to help

maximize the value of physical space owned

and leased

Began consolidation of 93 mortgage

operations sites into two operations centers -

Chicago and Pittsburgh

Streamlining systems and support functions –

operations, marketing,  communications,

technology, finance, other staff

Completed divestiture of 61 Western

Pennsylvania National City branches in 3Q09

Highlights

17

Strong Product Sales Across the Franchise

Corporate

Banking

Wealth

Management

Institutional

Investments

Business Bank-

Commercial

June 09 YTD annualized sales

contribution by region

Total franchise

1H09 sales 123% of YTD goal

2Q09 sales up

28%

vs. 1Q09

Legacy

PNC

markets

All markets above YTD goal

Top contributors include Northern NJ,

Greater Washington DC, Pittsburgh and

Philadelphia

Legacy

National

City

markets

80% of markets above YTD goal

Top contributors include Cleveland,

Columbus, Cincinnati, Louisville and

Chicago

Sales highlights

Products

Legacy PNC

markets

60%

Legacy National City

markets

40%

PNC Has Significant Sales Momentum Going into the Second Half

PNC Has Significant Sales Momentum Going into the Second Half

of 2009.

of 2009.

Growth

Levers

(1) Includes overlap markets where PNC had a higher deposit share than National City prior to the acquisition. (2) Includes overlap

markets where National City had a higher deposit share than PNC prior to the acquisition.

2

1

1

2

18

0

1

2

3

Deepening Relationships and Growing Fees

PNC Has Demonstrated an Ability to Deepen Relationships and

PNC Has Demonstrated an Ability to Deepen Relationships and

Grow Our Fee Based Revenue.

Grow Our Fee Based Revenue.

1Q09

2Q09

Online

bill pay

Online

banking

1Q09

2Q09

Growth

Levers

Asset management

+10%

Consumer services

+4%

Corporate services

+8%

Deposit charges

+8%

$1,566

$1,805

Focus areas

Retail online active customers

Noninterest income

19

Treasury Management, Capital Markets

and Cross-Sell

PNC Is Leading the Way in Delivering the Brand to Our Acquired

PNC Is Leading the Way in Delivering the Brand to Our Acquired

Markets.

Markets.

Growth

Levers

1Q09

2Q09

Treasury Management and

Capital Markets Revenue

%

of

year-to-date

cross

sell

goal

through

June

30,

2009

Treasury management

Capital markets

140%

111%

122%

Significant progress

64%

132%

110%

Legacy National City markets

Legacy PNC markets

Total PNC

(1) Includes overlap markets where National City had a higher deposit share than PNC prior to the acquisition. (2) Includes overlap

markets where PNC had a higher deposit share than National City prior to the acquisition.

Capital markets

Treasury management

Significant opportunity

$275

$285

$43

$148

2

1

20

Virtual Wallet

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 300+ year to

date 2009

From 2Q08 to 2Q09 PNC has grown our Gen-Y

customer base by 13%

Gen-Y Virtual Wallet customers average higher

balances and transactions than checking-only accounts

High retention rates have greatly exceeded our

expectations

Continue to develop capabilities such as Virtual Wallet-

specific iPhone app and extend product reach to

younger Gen-Y via Virtual Wallet Student Edition

“A slick personal finance tool”

BUSINESSWEEK

“A truly inspired effort”

NETBANKER

“One of the boldest enhancements to

the online banking experience”

CELENT

Growth

Levers

21

PNC has an established framework for success

The National City acquisition has added great

value

The execution of our business model across the

franchise is delivering solid results

PNC’s growth levers provide an opportunity to

deliver significant shareholder value as the

economy recovers

Summary

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

22

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,” “plan,” “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 and 2009 Form 10-Qs, 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:

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 and regulatory 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 in 2010.

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

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 levels of unemployment.

O

Changes in customer preferences and behavior, whether as a result of changing business and economic conditions or other factors.

commonly securing financial products.

23

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 legislative and regulatory responses 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

Other legislative and regulatory reforms, including broad-based restructuring of financial industry regulation as well as 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 other claims 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, and by our ability to meet evolving

regulatory capital standards.

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 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.

24

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.

•Legal proceedings or other claims made and governmental investigations currently pending against National City, as well as others that may be filed, made

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 has resulted 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 or other company’s actual or anticipated results.

25

Non-GAAP to GAAP Reconcilement

Appendix

Three months ended, in millions

June 30, 2009

Net income

$207

After-tax impact of:

   Special FDIC assessment

86

   Integration costs

91

Net income excluding selected items

$384

Three months ended

June 30, 2009

Earnings per diluted share

$.14

EPS impact of:

   Special FDIC assessment

.19

   Integration costs

.20

EPS excluding selected items

$.53

PNC believes that information adjusted for the impact of these items may be useful due to the extent to which the items are not indicative of

our ongoing operations.

Six months ended

March 31, 2009

June 30, 2009

June 30, 2009

in millions

Total revenue

$3,871

$3,987

$7,858

Noninterest expense

2,328

2,658

4,986

Pretax pre-provision earnings

$1,543

$1,329

$2,872

Three months ended

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

26

Non-GAAP to GAAP Reconcilement

Appendix

As of June 30, 2009, in millions

Total PNC

Loans assigned to the

Distressed Assets

Portfolio segment

Total PNC after

reassigning Distressed

Asset Portfolio loans

% of PNC loan

portfolio

Commercial and equipment leasing

$66,686

$978

$65,708

40%

Commerical real estate

24,865

3,002

21,863

13%

Other consumer

15,218

-

15,218

9%

Home equity

36,719

6,936

29,783

18%

Residential real estate

21,521

10,337

11,184

7%

Distressed

21,253

13%

Total loans

$165,009

$21,253

$165,009

100%

As of June 30, 2009, in millions

Reported loans

Remaining fair value

mark (a)

Total

Allowance

Remaining fair value mark

and allowance as a % of

total

Commercial real estate

$24,865

$1,878

$26,743

$1,027

11%

Commercial and equipment lease finanancing

66,686

1,153

67,839

2,104

5%

Residential real estate

21,521

2,395

23,916

494

12%

Consumer

51,937

2,079

54,016

944

6%

Total

$165,009

$7,505

$172,514

$4,569

7%

(a) Relates to loans acquired from National City that were impaired per FASB ASC 310-30.

In millions, for the three months ended

Pretax

Net income

Reported net income (loss)

($248)

National City conforming provision for credit losses

$504

328

Net income (loss) excluding National City conforming

provision for credit losses

$80

December 31, 2008

PNC believes that information adjusted for the impact of this item may be useful due to the extent to which the item is not indicative of our ongoing operations.

27

Non-GAAP to GAAP Reconcilement

Appendix

Average loans

Provision to average

loans

$1,517

$72,744

2.09%

504

$1,013

$72,744

1.39%

Provision excluding National City conforming provision

Year ended December 31, 2008 in millions

Provision for credit losses

Conforming provision - National City

PNC believes that information adjusted for the impact of this item may be useful due to the extent to which the item is not indicative of our ongoing operations. 

Average loans for 2008 do not reflect National City as the acquisition closed on December 31, 2008.

Accruing loans past due in millions (a)(b)

December 31,

2008

June 30,

2009

30 -

89 days

$2,283

$2,310

Government insured/guaranteed (c)

102

123

Excluding government insured/guaranteed

$2,181

$2,187

90 days or more (a)(d)

$1,241

$2,078

Government insured/guaranteed (c)

428

1,400

Excluding government insured/guaranteed

$813

$678

(a)

Does not include loans acquired from National City that were impaired per FASB ASC 310-30. These loans are not included as they were recorded at

estimated fair value when acquired and are currently considered performing loans due to the accretion of interest in purchase accounting.

(b) Loans acquired from National City totaled $1.6 billion at December 31, 2008 and $1.7 billion at June 30, 2009.

(c) Primarily residential mortgages.  Included for regulatory reporting.

(d) Loans acquired from National City totaled $1.1 billion at December 31, 2008 and $1.5 billion at June 30, 2009.