The PNC Financial Services Group, Inc.

Planned TARP Preferred Redemption,

Sale of PNC Global Investment Servicing and

Equity Offering

February 2, 2010

Filed

Pursuant

to

Rule

433

Registration

No.

333-164364

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 will sometimes refer to adjusted results to help illustrate the impact of certain types of items, including our fourth quarter 2009 gain related to

BlackRock’s acquisition of Barclays Global Investors (“BGI”), our fourth quarter 2008 conforming provision for credit losses for National City, and other integration costs in the

2009 and 2008 periods.  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 respective items on our results for the periods presented due to the extent to which the 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 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

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

(1) Estimated.  See pages 5 and 19 for further information.

Planned redemption of $7.6 billion of PNC preferred stock

held by the US Treasury

-

Will eliminate $380 million in annual preferred

dividends

Definitive agreement to sell PNC Global Investment

Servicing (“GIS”) for $2.3 billion

-

$1.6 billion increase to Tier 1 common capital

1

upon

closing

Planned $3.0 billion PNC common equity offering

Proforma Tier 1 common capital ratio

1

of 8.0% to provide

flexibility for future growth

4

Equity Offering

J.P. Morgan, Morgan Stanley

Global coordinators

In conjunction with other capital and liquidity

actions announced today, redemption of PNC

preferred stock held by the US Dept. of the

Treasury

Use of proceeds

February 3,

2010

Expected equity pricing

$25.8 billion

Market cap (as of 2/1/2010)

461,416,582

Shares outstanding (pre-offer as of 1/31/2010)

$55.86

Stock price (as of 2/1/2010)

100% primary common equity

Share composition

$3.0 billion / 15%

Offering size/over-allotment

PNC/NYSE

Ticker/Exchange

The PNC Financial Services Group, Inc.

Issuer

5

Risk-Based Capital Ratios

1.6

1.6

Net impact of sale of GIS

3

10.3%

8.0%

Proforma ratios

$23.4

$18.1

Proforma

11.5%

6.0%

Ratios

3.0

(.3)

$13.8

Tier 1 common

1

3.0

Common equity offering

2

(7.6)

TARP redemption

2

$26.4

December 31, 2009

Tier 1 risk based

1

$ in billions

(1) Estimated. (2) Anticipated to occur in the first quarter 2010.  (3) Anticipated to occur in the third quarter of 2010 subject to

regulatory approvals and certain other customary closing conditions. Further information is provided in the Appendix.

Net cash outflow from the TARP preferred redemption is expected to be $7.6 billion.  PNC expects

to issue $1.5 billion to $2 billion of senior debt to provide additional bank holding company liquidity.

6

Relative Capital Positioning

December 31, 2009 Tier 1 common ratio

6.5%

6.8%

7.0%

7.2%

7.7%

8.2%

8.5%

8.8%

10.7%

6.0%

7.8%

8.0%

7.5%

PNC

WFC

USB

FITB

RF

KEY

STI

BAC

PNC

CMA

BBT

JPM

COF

(1) Estimated.  See page 5 for further information. Peer source: company reports.

7

CO

TX

KS

OK

(offices in 21

countries)

BlackRock

8

th

$270 billion

Assets

U.S. Rank

1

Dec. 31, 2009

6,473

2,512

$187 billion

5

th

ATMs

5

th

Branches

5

th

Deposits

(1) Rankings source: SNL DataSource.

PNC’s Powerful Franchise

Retail

Footprint covering nearly 1/3 of the

U.S. population

Asset Management

One of the largest bank-held asset

managers in the U.S.

Residential Mortgage

Corporate & Institutional

A leader in serving middle-market

customers and government entities

One of the nation’s largest mortgage

platforms

8

PNC’s Framework for Success

Execute on and deliver the PNC

business model

Capitalize on integration

opportunities

Emphasize continuous

improvement culture

Leverage credit that meets our

risk/return criteria

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

0.17%

N/A

45%

3.5%

93%

Peers

2

Dec. 31,

2009

0.62%

1

>$1.2 billion

43%

1

2.4%

84%

PNC

Dec. 31, 2009

1.30%+

$1.5 billion

>50%

0.3%-0.5%

80%-90%

Target

Return on

average assets

(for the year

ended)

Key Metrics

Loan to

deposit ratio

(as of)

Provision to

average loans

(for the year

ended)

Noninterest

income/total

revenue

(for the year

ended)

Integration

cost savings

(4Q09, annualized)

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) Excludes the impact of the $1.1 billion pretax, $687 million after-tax, gain related to BlackRock’s acquisition of Barclays Global Investors on December 1, 2009

(“the BLK/BGI gain”). Including the gain, noninterest income to total revenue percentage for the year was 47% and the return on average assets for the year was

.87%.  Further information is provided in the Appendix. (2) Peers represents average of banks identified in the Appendix. Source: SNL DataSource.

9

2009 Financial Highlights

Execution of the PNC business model delivered exceptional results

Well-positioned balance sheet at year end with an improved risk profile,

increased loan loss reserves, more liquidity and more capital

Strong revenue performance of $17 billion from diversified sources

Disciplined

expense

management

-

increased integration cost savings goal

to $1.5 billion annualized

Pretax

pre-provision

earnings

1

exceeded

credit

costs

by

$3.3

billion

$4.36

$2,403

$16,988

FY09

$3,871

$3,987

$4,048

$5,082

Revenue

$2.17

$1,107

4Q09

$1.03

$530

1Q09

$1.00

$559

3Q09

$207

Net income

$.14

2Q09

Earnings per diluted common share

In millions, except per share

(1) Total revenue less noninterest expense. Revenue includes the $1.1 billion BLK/BGI gain in the fourth quarter of 2009.  Further information is provided in the

Appendix.

10

A Higher Quality, Differentiated Balance Sheet

Core funded -

loan to deposit ratio of 84%

Appropriately reserved -

loss coverage

ratio of 6.2%

1

Improved securities portfolio risk profile –

enhanced liquidity and shift to

government and agency securities

Asset sensitive –

duration of equity

negative 1 year

Proforma

2

Expected improvement to capital quality –

common

equity

would

be

$26

billion

Balance sheet positioning

$270

22

8

14

39

$187

$270

57

157

$56

Dec. 31,

2009

Common equity

Preferred equity

Total liabilities and equity

Borrowed funds

Deposits

Other liabilities

Other assets

Loans

Total assets

Investment securities

Category (billions)

PNC Made Substantial Progress  in 2009 Transitioning the

PNC Made Substantial Progress  in 2009 Transitioning the

Balance Sheet to Reflect Our Business Model.

Balance Sheet to Reflect Our Business Model.

(1) Calculated as the allowance for loan and lease losses combined with the remaining impairment marks on loans acquired from

National City that were impaired per FASB ASC 310-30 (AICPA SOP 03-3) as a percentage of the outstanding loan portfolio at December

31, 2009. (2) Reflects impact of equity offering and the impact of the planned sale of GIS.  Further information is provided on pages 5

and 19.

11

Stronger Loss Coverage

Total loans

6.2%

Commercial real estate

9.4%

Commercial

4.0%

Residential real estate

12.5%

Consumer

4.7%

2009 reserves / total loans

4.99%

4.75%

4.54%

4.28%

3.94%

3.38%

3.22%

2.96%

2.64%

2.54%

2.45%

2.34%

1.69%

JPM

FITB

COF

KEY

BAC

RF

PNC

WFC

STI

USB

BBT

CMA

MTB

2009 reserves / net charge-offs

1.9

1.7

1.5

1.5

1.4

1.4

1.3

1.3

1.1

1.1

1.1

1.0

0.9

PNC

MTB

BBT

FITB

RF

JPM

WFC

USB

CMA

KEY

BAC

STI

COF

As of or for the year ended for 2009. Peer source: SNL DataSource. (1) Calculated as the allowance for loan and lease losses combined

with the remaining impairment marks on loans acquired from National City that were impaired per FASB ASC 310-30 (AICPA SOP 03-3)

as a percentage of the outstanding loan portfolio at December 31, 2009.

PNC loss coverage

¹

including marks:

X

12

Pretax Pre-Provision Earnings

¹

Substantially

Exceed Credit Costs

PNC full year 2009

PNC Is Recognized for the Ability to Create Positive Operating

PNC Is Recognized for the Ability to Create Positive Operating

Leverage to Help Offset Credit Costs.

Leverage to Help Offset Credit Costs.

$17.0

$9.7

$7.3

$3.9

Peer source: SNL DataSource. (1) Total revenue less noninterest expense. Revenue includes the $1.1 billion BLK/BGI gain except where

noted. Further information is provided in the Appendix. (2) For full year 2009, GIS revenue was $781 million, expenses were $682

million, pretax pre-provision earnings were $99 million and provision was $0. (3) Further information is provided in the Appendix.

Revenue

Expense

Pretax pre-

provision

earnings

¹

Provision

$16.2

$9.0

$7.2

$3.9

Excluding GIS

²

1.86

1.85

1.83

1.50

1.47

1.37

1.32

1.22

1.09

0.89

0.66

0.40

0.27

MTB

PNC

WFC

JPM

USB

BBT

COF

FITB

BAC

CMA

RF

STI

KEY

2009 pretax

pre-provision

earnings

¹

/provision

Excluding

the

BLK/BGI

gain

1.57x

³

X

13

Cost Saves –

A Substantial Contributor to 2010

(1) Annualized acquisition-related cost savings goal. (2) 2010 expectations exclude the impact of the $1.1 billion BLK/BGI gain and the

2010 impact of the planned sale of GIS.  (3) Total revenue less noninterest expense.

PNC integration cost saves (millions)

2009

captured

$800

$1,300+

June 2011

$1,500

2010

expectation

2010 expectations

Net interest income and net interest

margin consistent with 3Q09

annualized

Lower noninterest income due to

2009 impact of MSR hedging gains

Reduced expenses driven by

increased acquisition cost saves and

lower integration costs

Credit cost improvement as the

economy recovers

Significant pretax pre-provision

4Q09

annualized

>$1,200

2

goal

1

earnings

3

will continue to exceed

credit costs

14

Summary

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

The execution of the PNC business model resulted in exceptional 2009

performance

Actions announced today are consistent with PNC’s disciplined use of capital

-

Redemption of TARP preferred will eliminate a degree of uncertainty for

our shareholders, customers and employees

-

Issuance of common equity will improve the composition of our capital

structure

-

Definitive agreement to sell GIS captures value at the appropriate time

PNC’s realistic opportunities for growth are expected to deliver significant

value

Appendix

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,”

“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:

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 levels of unemployment; and

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 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 in

the first half of 2010 but will move upward in the second half of the year and our view that the modest economic recovery that began last year will

extend through 2010.

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 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 and 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; and

o

Changes to regulations governing bank capital, including as a result of the so-called “Basel 3” initiatives.

•

If we do not redeem the Series N Preferred stock we issued to the US Department of the Treasury such securities may limit our ability to return

capital to our shareholders and are 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 acquisition of National City Corporation (“National City”) on December 31, 2008 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.

18

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

includes 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.

19

Impact

of

Planned

Sale

of

GIS

¹

(0.2)

(0.0)

Adjustments

/

other

²

1.1

Net intangible

1.3

Goodwill and other intangible assets

Elimination of net intangible:

Less:

(1.5)

Book equity / intercompany debt

Cash

Book

(billions)

$1.6

(0.2)

0.5

(0.3)

0.8

$2.3

PNC tangible capital improvement

Eligible deferred income taxes on goodwill

and other intangible assets

After tax gain / increase in cash

Taxes

Pretax gain

Sales price

1.8

(0.3)

2.1

$2.3

Estimated gain, cash proceeds and capital enhancement

Appendix

(1) Transaction is currently expected to close in the third quarter of 2010, subject to regulatory approvals and certain other customary

closing conditions. (2) Book column amount reflects transaction expenses of $46 million; cash column amount reflects transaction

expenses of $46 million and $138 million of deferred tax reversal.  

20

Non-GAAP to GAAP Reconcilement

Appendix

(a) Calculated using a marginal federal income tax rate of 35%. The after-tax gain on the BlackRock/BGI transaction also reflects the impact of state income

taxes.

For the three months ended, in millions

Pretax

Income taxes

(benefit) (a)

Net income

Reported net income (loss)

($246)

National City conforming provision for credit losses

$504

($176)

328

Net income excluding National City conforming provision for credit

losses

$82

Year ended, in millions

Pretax

Income taxes

(benefit) (a)

Net income

Diluted EPS

Reported net income

$2,403

$4.36

Gain on BlackRock/BGI transation

($1,076)

$389

(687)

(1.51)

Net income excluding gain on BlackRock/BGI transaction

$1,716

$2.85

Year ended, in millions

Net income

Average assets

Return on

average assets

Reported 

$2,403

$276,876

0.87%

Excluding gain on BlackRock/BGI transaction

$1,716

$276,876

0.62%

December 31, 2008

PNC

believes

that

information

adjusted

for

the

impact

of

certain

items

may

be

useful

due

to

the

extent

to

which

the

items

are

not

indicative

of

our

ongoing

operations.

December 31, 2009

PNC

believes

that

information

adjusted

for

the

impact

of

certain

items

may

be

useful

due

to

the

extent

to

which

the

items

are

not

indicative

of

our

ongoing

operations.

December 31, 2009

21

Non-GAAP to GAAP Reconcilement

Appendix

in millions

Reported

Gain on

BlackRock/BGI

transaction

Reported

excluding

BlackRock/BGI

gain

Reported

Gain on

BlackRock/BGI

transaction

Reported

excluding

BlackRock/BGI

gain

Net interest income

$9,054

$9,054

$2,345

$2,345

Noninterest income

7,934

$1,076

6,858

2,737

$1,076

1,661

Total revenue

$16,988

$1,076

$15,912

$5,082

$1,076

$4,006

Noninterest income/total revenue

47%

43%

54%

41%

in millions

Reported

excluding

BlackRock/BGI

gain

Global Investment

Servicing

Reported

excluding

BlackRock/BGI

gain and Global

Investment

Servicing

Net interest income

$9,054

($29)

$9,083

Noninterest income

6,858

810

6,048

Total revenue

$15,912

$781

$15,131

Noninterest income/total revenue

43%

40%

Year ended Dec. 31, 2009

Three months ended Dec. 31, 2009

Year ended Dec. 31, 2009

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

operations.

22

Non-GAAP to GAAP Reconcilement

Appendix

Year ended

March 31, 2009

June 30, 2009

Sept. 30, 2009

Dec. 31, 2009

Dec. 31, 2009

in millions

Total revenue

$3,871

$3,987

$4,048

$5,082

$16,988

Noninterest expense

2,328

2,658

2,379

2,369

9,734

Pretax pre-provision earnings

$1,543

$1,329

$1,669

$2,713

$7,254

Provision for credit losses

880

1,087

914

1,049

3,930

Excess of pretax pre-provision earnings over credit losses

$663

$242

$755

$1,664

$3,324

Net charge-offs

$431

$795

$650

$835

$2,711

Pretax pre-provision earnings / provision

1.85

Total revenue

$3,871

$3,987

$4,048

$5,082

$16,988

Gain on BlackRock/BGI transaction

1,076

1,076

Total revenue excluding BlackRock/BGI gain

3,871

3,987

4,048

4,006

15,912

Noninterest expense

2,328

2,658

2,379

2,369

9,734

Pretax pre-provision earnings excluding BlackRock/BGI gain

$1,543

$1,329

$1,669

$1,637

$6,178

Provision for credit losses

880

1,087

914

1,049

3,930

Excess of pretax pre-provision earnings excluding BlackRock/BGI

gain over credit losses

$663

$242

$755

$588

$2,248

Net charge-offs

$431

$795

$650

$835

$2,711

Pretax pre-provision earnings excluding BlackRock/BGI gain /

provision

1.57

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.  PNC believes that information adjusted

for the impact of certain items may be useful due to the extent to which the items are not indicative of our ongoing operations.

23

Non-GAAP to GAAP Reconcilement

Appendix

Adjustments,

Income taxes 

Net

Diluted

Adjustments,

Income taxes 

Net

Diluted

For the three months ended, in millions except per share data

Pretax

(benefit) (a)

Income

EPS

Pretax

(benefit) (a)

Income

EPS

Net income, as reported

$1,107

$2.17

$559

$1.00

Adjustments:

   Gain on BlackRock/BGI transaction

($1,076)

$389

(687)

(1.49)

   Integration costs

155

(54)

101

.22

$89

($31)

58

.12

Net income, as adjusted

$521

$.90

$617

$1.12

Adjustments,

Income taxes 

Net

Diluted

For the three months ended, in millions except per share data

Pretax

(benefit) (a)

Income

EPS

Net income (loss), as reported

($246)

$(.77)

Adjustments:

   Conforming provision for credit losses - National City

$504

($176)

328

.94

   Other integration costs

81

(29)

52

.15

Net income, as adjusted

$134

$.32

Adjustments,

Income taxes 

Net

Diluted

Adjustments,

Income taxes 

Net

Diluted

Year ended, in millions except per share data

Pretax

(benefit) (a)

Income

EPS

Pretax

(benefit) (a)

Income

EPS

Net income, as reported

$2,403

$4.36

$914

$2.44

Adjustments:

   Gain on BlackRock/BGI transaction

$(1,076)

$389

(687)

(1.51)

   Conforming provision for credit losses - National City

$504

($176)

328

.95

   Other integration costs

421

(147)

274

.60

145

(51)

94

.27

Net income, as adjusted

$1,990

$3.45

$1,336

$3.66

December 31, 2009

September 30, 2009

December 31, 2008

December 31, 2009

December 31, 2008

PNC believes that information adjusted for the impact of certain items may be useful due to the extent  to which the items are not indicative of our ongoing operations.

(a) Calculated using a marginal federal income tax rate of 35%.  The after-tax gain on the BlackRock/BGI transaction also reflects the impact of state income taxes.

24

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

25

The PNC Financial Services Group, Inc.

PNC has filed a registration statement (including a prospectus) (File No.

333-164364) with the SEC for the offering to which this communication

relates.  Before you invest, you should read the prospectus in that

registration statement and other documents PNC has filed with the SEC

for more complete information about PNC and this offering.  You may get

these documents for free by visiting EDGAR on the SEC Web site at

www.sec.gov.  Alternatively, copies of the prospectus may be obtained

from J.P. Morgan Securities Inc. toll free at (866) 803-9204 or Morgan

Stanley & Co. Incorporated  toll free at (800) 718-1649.