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

December 7, 2010

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 December 7, 2010, James E. Rohr, Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. (the “Corporation”), discussed business performance and strategy at the Goldman Sachs 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: December 7, 2010	By:	/s/    SAMUEL R. PATTERSON
		Samuel R. Patterson
		Senior Vice President and Controller

3

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Electronic presentation slides and related material for the Goldman Sachs Financial Services Conference on December 7, 2010	Furnished herewith.

4

EX-99.1

The PNC Financial Services Group, Inc.

Goldman Sachs

Financial Services Conference

December 7, 2010

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

2009

Form

10-K

and

2010

Form

10-Qs,

including

in

the

Risk

Factors

and

Risk

Management

sections

of

those

reports,

and

in

our

subsequent

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

presentation.

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,

such

as

our

third

quarter

2010

gain

related

to

the

sale

of

PNC

Global

Investment

Servicing

Inc.

(“GIS”),

the

acceleration

of

accretion

of

the

remaining

issuance

discount

on

our

TARP

preferred

stock

in

connection

with

the

first

quarter

2010

redemption

of

such

stock,

our

fourth

quarter

2009

gain

related

to

BlackRock’s

acquisition

of

Barclays

Global

Investors

(the

“BLK/BGI

gain”),

our

fourth

quarter

2008

conforming

provision

for

credit

losses

for

National

City,

and

integration

costs

in

the

2010

and

2009

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.

We

may

also

provide

information

on

pretax

pre-provision

earnings

(total

revenue

less

noninterest

expense),

as

we

believe

that

pretax

pre-provision

earnings,

a

non-GAAP

measure,

is

useful

as

a

tool

to

help

evaluate

the

ability

to

provide

for

credit

costs

through

operations.

Where

applicable,

we

provide

GAAP

reconciliations

for

such

additional

information.

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.

We

may

also

use

annualized,

proforma,

estimated

or

third

party

numbers

for

illustrative

or

comparative

purposes

only.

These

may

not

reflect

actual

results.

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

Today’s Discussion

2010 has been a year of strategic achievements for

PNC in a challenging environment

PNC is well positioned to deliver strong returns

PNC has substantial opportunities for growth to

achieve even greater shareholder value

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

4

Footprint covering nearly 1/3 of the U.S.

population

Retail

Corporate & Institutional

A leader in serving middle-market

customers and government entities

One of the largest bank-held asset

managers in the U.S.

Asset Management

Residential Mortgage

One of the nation’s largest mortgage

platforms

PNC -

A Powerful Franchise

8

th

$260 billion

Assets

U.S. Rank

1

Sept. 30, 2010

6,626

2,461

$179 billion

5

th

ATMs

5

th

Branches

6

th

Deposits

(1) Rankings source: SNL DataSource; Banks headquartered in U.S.

CO

TX

KS

OK

BlackRock

A leader in investment management, risk

management

and

advisory

services

worldwide

A

Focus on

Achievement

5

Building a High Quality,

Differentiated Balance Sheet

(1) December 31, 2008 was the closing date of our National City acquisition.

$260.1

29.4

.6

11.1

39.8

179.2

10.3

40.7

$128.2

$260.1

46.5

150.1

$63.5

Sept. 30,

2010

(9.3)

Other

(7.3)

Preferred equity

($30.9)

Total liabilities and equity

(12.5)

Borrowed funds

(13.3)

Other time/savings

(13.7)

Total deposits

11.9

Common equity

(17.6)

Retail CDs

$17.2

Transaction deposits

(25.5)

Other assets

(25.4)

Total loans

($30.9)

Total assets

$20.0

Change from

Dec. 31, 2008

1

Investment securities

(billions)

Loans to deposits ratio of 84%

Loans declined driven by loan     

payoffs, sales, net charge-offs and

ongoing soft demand

Continued to grow transaction

deposits while reducing higher cost

brokered and retail CDs

Added high quality, short-duration

investment securities

Significant improvement in common

equity

Sept. 30, 2010 highlights

A

Focus on

Achievement

6

Continued Credit Quality Improvement

$5.1

$5.7

$5.8

$5.1

$4.8

3Q09

4Q09

1Q10

2Q10

3Q10

Quarter end nonperforming loans

1

Accruing loans past due

2

Nonperforming loans

1

$2.4

$2.4

$2.5

$1.9

$1.4

$0.9

$0.9

$0.8

$0.6

$0.6

3Q09

4Q09

1Q10

2Q10

3Q10

30-89 Days

90 Days +

(1)

Loans

acquired

from

National

City

that

were

impaired

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.

Does

not

include

loans

held

for

sale

or

foreclosed

and

other

assets.

(2)

Excludes

loans

that

are

government

insured/guaranteed,

primarily

residential

mortgages.

A

Focus on

Achievement

7

Well-Positioned Capital Level to Support Growth

Ratios as of quarter end. Source: Company reports, MTB is estimated.

Sept. 30, 2010 Tier 1 common ratio

PNC’s capital priorities

4.8%

6.4%

7.3%

7.6%

7.6%

8.0%

8.5%

8.6%

9.0%

9.5%

9.6%

10.0%

8.2%

8.0%

PNC

MTB

FITB

RF

USB

STI

WFC

COF

BAC

KEY

BBT

JPM

PNC

CMA

Maintain strong

levels

Support our clients

Invest in our

businesses

Basel III clarity

Return capital to

shareholders when

appropriate

A

Focus on

Achievement

8

Sustaining Solid Returns

Return on tangible common equity¹

33%

13%

27%

18%

20%

21%

16%

6%

10%

2%

2%

6%

9%

8%

0%

10%

20%

30%

40%

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

PNC

Peer

2

average

(1)

Return

on

tangible

common

equity

calculated

as

net

income

divided

by

(common

equity

less

intangible

assets),

annualized.

PNC

believes

that

return

on

tangible

common

equity,

a

non-GAAP

measure,

is

useful

as

a

tool

to

help

measure

and

assess

a

company’s

use

of

equity.

(2)

Peers

represent

banks

identified

in

the

Appendix

as

available.

COF

not

available.

Source:

SNL

DataSource.

(3)

Excludes

the

$687

million

after-

tax,

$1,076

million

pretax,

BLK/BGI

gain.

ROTCE

including

the

gain

was

49%.

(4)

Excludes

the

$328

million

after-tax,

$639

million

pretax,

gain

on

the

sale

of

GIS.

ROTCE

including

the

gain

was

23%.

Return

on

common

equity

including

the

gain

was

15%

and

excluding

the

gain

was

11%.

Further

information

on

(1),

(3)

and

(4)

is

provided

in

the

Appendix.

3

4

3Q10 ROTCE

1

A

Focus on

Achievement

(23%)

BAC

(8%)

RF

4%

CMA

5%

STI

9%

BBT

12%

KEY

12%

FITB

15%

JPM

16%

PNC

4

17%

WFC

20%

MTB

21%

USB

9

PNC’s Growth Opportunities

A

Focus on

Growth

Time

Disciplined

expense

management

Growth

through

execution

Growth

through

lending

Growth

through

innovation

Growth

through 

market share

Credit quality

improvement

Capital

management

Higher

interest rates

10

YTD10 sales up 8% vs. YTD09

100%

of

markets

exceeded

YTD10

goal

YTD10 sales up 27%

vs. YTD09

3Q10 sales up 27% linked quarter

75% of markets exceeded YTD10 goal

Sales Momentum Across the Franchise

Corporate

Banking

Wealth

Management

Institutional

Investments

Commercial

Banking

Sales contribution by region

YTD10 annualized

Products

Eastern

markets

57%

Western

markets

43%

YTD10

franchise

sales

up

15%

vs.

YTD09

Growth

Through

Execution

11

Growing Corporate Services Revenue

2009

2010

Treasury Management

$841

$919

Revenue

1

(1) Consolidated PNC amounts.  Not all of these revenues are reflected in noninterest income.

September YTD

Capital Markets

One of the nation's top

treasury management

providers

Excellent source of low

cost deposits

Continued growth in

purchasing cards

Strong pipeline including

healthcare providers,

gov’t agencies and

middle market companies

2009

2010

$346

$411

Revenue

1

September YTD

A leading provider of

innovative investment

banking solutions to the

middle market

In terms of deals

-

#2 middle market deal

bookrunner

-

#4 U.S. real estate

bookrunner

-

#4 U.S. asset-based

credit lead arranger

Harris Williams YTD10

revenue up $40 million

from YTD09

Sales at 116% of

YTD10 cross-sell goal

Sales at 115% of

YTD10 cross-sell goal

Growth

Through

Execution

12

Growing Asset Management and

Residential Mortgage Revenue

(1) Consolidated PNC amounts. Includes earnings from our equity investment in BlackRock.

2009

2010

$639

$751

Revenue

1

September YTD

Asset Management

Asset Management Group

continued to outperform

sales and client

acquisition goals

PNC assets under

administration over $200

billion at Sept. 30, 2010

PNC assets under

management up 6%

linked quarter to $105

billion

2009

2010

$171

$196

Servicing Fees

September YTD

Residential Mortgage

Aligning the business

with PNC’s model

Focused on leveraging

the customer value

relationship with 

differentiated service

Capturing cross-sell

opportunities with

banking businesses

3Q10 loan origination

volumes up 17% linked

quarter

Sales at 108% of

YTD10 cross-sell goal

Growth

Through

Execution

13

Growing and Deepening Customer Relationships

Online banking

2,682

2,968

Online bill payment

753

942

Checking relationships

Growing and retaining checking relationships

Retail active customers

3

(thousands)

3Q09

3Q10

3Q09

3Q10

3Q08

1

3Q09

2

3Q10

+37,000

+43,000

+53,000

(Growth during the quarter)

(1) Excludes the impact of the conversion of Sterling Financial Corporation accounts. (2) Excludes the impact of the required divestitures related

to the National City acquisition. (3) At quarter end. 

Growth

Through

Execution

14

0

25

50

75

100

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Recognizing Changing Customer Preferences

Customers have more choices and want more control

US banking transactions by channel (billions)

Mobile

Online

ATM

Call center

Branch

Source: Tower Group, McKinsey & Co.

Growth in electronic

channels continues to

reduce consumer check

payments

In 2002, checks

accounted for 48% of

non-cash transactions

By 2012, checks are

expected to account for

only 17% of non-cash

transactions

Growth

Through

Innovative

Thinking

Forecast

Actual

15

Delivering Innovative Products and Services

Recognized as an industry leading payment account

Overall

site

ranked

#1

-

Inside

Online

Banking

2010

A tremendously successful platform for PNC to reach a

broader consumer base over time

Virtual

Wallet

-

Student

Edition

recognized

by

2010

CIO

100

and

InformationWeek

2010

0

100

200

300

400

2Q08

Sep 10

Virtual Wallet growth

Virtual Wallet accounts

Virtual Wallet Student Edition accounts

2Q09

Growth

Through

Innovative

Thinking

4Q08

4Q09

323

30

73

142

35

90

16

Capturing More Share of the Wallet

Growth

Through

Innovative

Thinking

While PNC’s footprint includes some

lower growth markets…

…the footprint also includes some of the

wealthiest.

Sources: SNL DataSource as of June 30, 2010, IRS Statistics of Income Division, August 2008.       PNC retail footprint states.

Top 20 states

based on wealth

holders with

>$1.5 million in

net worth

Arizona

Wyoming

Colorado

Wisconsin

Washington

Connecticut

Maryland

Virginia

North Carolina

Ohio

Michigan

Georgia

New Jersey

Massachusetts

Pennsylvania

Texas

Illinois

Florida

New York

California

State

11

3

11

2

3

5

1

4

13

Deposit

market share

20

19

18

17

16

15

14

13

12

11

10

9

8

7

6

5

4

3

2

1

PNC’s retail

footprint covers

9 of the top 20

wealthiest states

Average

2010-2015

CMA COF FITB

JPM KEY MTB

PNC USB

BBT BAC RF

STI WFC

2.2%

4.5%

Projected population

growth

PNC has

demonstrated

the ability to

grow and attract

customers in all

markets

PNC continues to

leverage its suite

of innovative

products to

deepen customer

relationships

17

Helping Clients Manage Their Businesses

Industry-wide, nearly $2 trillion in annual healthcare

payments are processed; growing at 7% annually

PNC was the first bank accredited by the Electronic

Healthcare Network Accreditation Commission for both

clearinghouse and lockbox operations

PNC has worked with more than 1,400 healthcare

organizations across the country

$104

$85

$69

$62

$55

$45

$38

2004

2005

2006

2007

2008

2009

2010

(millions)

Growth

Through

Innovative

Thinking

PNC healthcare-related revenue growth

1

(1) For the nine months ended September 30, annualized.

18

PNC’s net interest income, excluding purchase accounting, has remained stable

PNC’s Net Interest Income Trend

$1.7

$1.7

$1.8

$1.8

$2.0

$1.9

$1.9

$.5

$.4

$.5

$.4

$.5

$.6

$.3

NII excluding purchase accounting accretion

Impact of purchase accounting accretion

Net interest

income

(billions)

$2.3

$2.2

$2.2

$2.3

$2.4

$2.4

$2.2

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

$244

$243

$236

$231

$227

$225

$224

Average interest-earning assets

Growth

From

Higher

Rates

19

(6)

(5)

(4)

(3)

(2)

(1)

0

1

2

3

4

0%

1%

2%

3%

4%

5%

6%

Active Balance Sheet Management

PNC Duration

of Equity

(At Quarter End)

Fed Funds

Effective Rate

(At Quarter End)

2007

2008

2009

+4.6%

100 bps increase

(5.9%)

1

100 bps decrease

Effect on NII in 2nd

year from

gradual interest rate change

over preceding 12 months

Effect on NII in 1st

year from

gradual interest rate change

over following 12 months

PNC 3Q10 NII Sensitivity

(1.8%)

1

+1.5%

100 bps decrease

100 bps increase

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

2010

Q3

Growth

From

Higher

Rates

(1) Given the inherent limitations in certain of these measurement tools and techniques, results become less meaningful as interest rates

approach zero.

20

Capturing Lending Opportunities

Corporate & Institutional

Increased loan utilization

Commercial real estate

Retail

Small business

Credit card

Direct/indirect auto

Residential mortgage

Growth

Through

Lending

3Q10 loans/deposits

84%

84%

89%

93%

93%

96%

96%

96%

99%

102%

103%

106%

76%

JPM

KEY

PNC

RF

WFC

FITB

BAC

STI

BBT

CMA

USB

MTB

COF

Information as of quarter end. Peer source: SNL DataSource.

Substantial lending potential

21

Leveraging the PNC Brand to Drive

Revenue Growth

Growth

Through

Market

Share

(1) Includes YTD10 from corporate banking, commercial banking, wealth management, and institutional investment products. (2) Source: SNL

DataSource

as of June 30, 2010.

Revenue

per sales FTE by selected tier 1 market

.6x

.6x

.4

x

Tier 1 market baseline average

.4x

Revenue

per

sales

FTE

by

selected

tier

2

market

.5x

.4

x

.7x

Tier 2 market baseline average

.6x

.2x

1/3

2

3

4

6

4

1/1

4

6

8

13

5

Deposit market share²

Washington D.C., Columbus and

Indianapolis higher than 2009

St. Louis, Florida and Milwaukee

higher than 2009

.5x

1

1

22

PNC Is Well Positioned to Capture

Growth Opportunities

A

Focus on

Growth

Time

Disciplined

expense

management

Growth

through

execution

Growth

through

lending

Growth

through

innovation

Growth

through 

market share

Credit quality

improvement

Capital

management

Higher

interest rates

Non-distressed

loan

contraction

beginning

to

level

off

Balance

sheet

remains

well-positioned

for

rising

rates

Continuous

improvement

culture

taking

hold

across

franchise

PNC’s view

Continued

low

cost

deposit

growth

expected

Credit

metrics

expected

to

continue

to

improve

with

a

stable

to

improving

economy

Proven

products

growing

with

more

in

pipeline

Sales,

cross-sell

and

client

acquisition

well

ahead

of

2009

pace

23

A Demonstrated Ability to Achieve

Greater Shareholder Value

PNC 5-year CAGR versus peers¹ through 3Q10

(1)

Peers

represents

average

of

banks

identified

in

the

Appendix.

Source:

SNL

DataSource.

(2)

Excludes

our

3Q10

$328

million

after-tax,

$639

million

pretax,

gain

on

the

sale

of

GIS.

Including

the

gain,

our

annualized

net

income

and

annualized

EPS

CAGRs

were

27%

and

13%,

respectively.

Further

information

is

provided

in

the

Appendix.

A

Focus on

Growth

Total shareholder return

Annualized EPS

Annualized net income

Book value/share

Deposits

Assets

As of or for the three months

ended Sept. 30

+1%

+5%²

+18%²

+14%

+24%

+23%

PNC

(10%)

(14%)

(23%)

+1%

+12%

+13%

Peers¹

24

Summary

PNC Continues to Build a Great Company.

PNC Continues to Build a Great Company.

2010 has been a year of strategic achievements for

PNC in a challenging environment

PNC is well positioned to deliver strong returns

PNC has substantial opportunities for growth to

achieve even greater shareholder value

25

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,”

“should,”

“project,”

“goal”

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

2009

Form

10-K

and

2010

Form

10-Qs,

including

in

the

Risk

Factors

and

Risk

Management

sections

of

those

reports,

and

in

our

subsequent

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

A

slowing

or

failure

of

the

moderate

economic

recovery

that

began

last

year;

o

Continued

effects

of

the

aftermath

of

recessionary

conditions

and

the

uneven

spread

of

the

positive

impacts

of

the

recovery

on

the

economy

in

general

and

our

customers

in

particular,

including

adverse

impact

on

loan

utilization

rates

as

well

as

delinquencies,

defaults

and

customer

ability

to

meet

credit

obligations;

o

Changes

in

levels

of

unemployment;

and

o

Changes

in

customer

preferences

and

behavior,

whether

as

a

result

of

changing

business

and

economic

conditions,

climate-related

physical

changes

or

legislative

and

regulatory

initiatives,

or

other

factors.

•A

continuation

of

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.

26

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•We

will

be

impacted

by

the

extensive

reforms

enacted

in

the

Dodd-Frank

Wall

Street

Reform

and

Consumer

Protection

Act.

Further,

as

much

of

that

Act

will

require

the

adoption

of

implementing

regulations

by

a

number

of

different

regulatory

bodies,

the

precise

nature,

extent

and

timing

of

many

of

these

reforms

and

the

impact

on

us

is

still

uncertain.

•Financial

industry

restructuring

in

the

current

environment

could

also

impact

our

business

and

financial

performance

as

a

result

of

changes

in

the

creditworthiness

and

performance

of

our

counterparties

and

by

changes

in

the

competitive

and

regulatory

landscape.

•Our

results

depend

on

our

ability

to

manage

current

elevated

levels

of

impaired

assets.

•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

view

that

the

moderate

economic

recovery

that

began

last

year

will

continue

throughout

the

rest

of

2010

and

slowly

gather

momentum

in

2011

amidst

continued

low

interest

rates.

•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;

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

Unfavorable

resolution

of

legal

proceedings

or

other

claims

and

regulatory

and

other

governmental

investigations

or

other

inquiries.

In

addition

to

matters

relating

to

PNC’s

business

and

activities,

such

matters

may

also

include

proceedings,

claims,

investigations,

or

inquiries

relating

to

pre-acquisition

business

and

activities

of

acquired

companies

such

as

National

City;

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;

o

Changes

resulting

from

legislative

and

regulatory

initiatives

relating

to

climate

change

that

have

or

may

have

a

negative

impact

on

our

customers’

demand

for

or

use

of

our

products

and

services

in

general

and

their

creditworthiness

in

particular;

and

o

Changes

to

regulations

governing

bank

capital,

including

as

a

result

of

the

so-called

“Basel

III”

initiatives.

•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.

•Our

expansion

with

our

National

City

acquisition

in

geographic

markets

and

into

business

operations

in

areas

in

which

we

did

not

have

significant

experience

or

presence

prior

to

2009

presents

greater

risks

and

uncertainties

than

were

present

for

us

in

other

recent

acquisitions.

•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.

27

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•Our

business

and

operating

results

can

also

be

affected

by

widespread

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.

We

grow

our

business

in

part

by

acquiring

from

time

to

time

other

financial

services

companies.

Acquisitions

present

us

with

risks

in

addition

to

those

presented

by

the

nature

of

the

business

acquired.

These

include

risks

and

uncertainties

related

both

to

the

acquisition

transactions

themselves

and

to

the

integration

of

the

acquired

businesses

into

PNC

after

closing.

Acquisitions

may

be

substantially

more

expensive

to

complete

(including

unanticipated

costs

incurred

in

connection

with

the

integration

of

the

acquired

company)

and

the

anticipated

benefits

(including

anticipated

cost

savings

and

strategic

gains)

may

be

significantly

harder

or

take

longer

to

achieve

than

expected.

Acquisitions

may

involve

our

entry

into

new

businesses

or

new

geographic

or

other

markets,

and

these

situations

also

present

risks

resulting

from

our

inexperience

in

those

new

areas.

As

a

regulated

financial

institution,

our

pursuit

of

attractive

acquisition

opportunities

could

be

negatively

impacted

due

to

regulatory

delays

or

other

regulatory

issues.

Regulatory

and/or

legal

issues

relating

to

the

pre-acquisition

operations

of

an

acquired

business

may

cause

reputational

harm

to

PNC

following

the

acquisition

and

integration

of

the

acquired

business

into

ours

and

may

result

in

additional

future

costs

or

regulatory

limitations

arising

as

a

result

of

those

issues.

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.

28

Non-GAAP to GAAP Reconcilement

Appendix

In millions except per share data and percentages

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Average

Assets

Return on

Avg. Assets

Net income, diluted EPS, and return on avg. assets, as reported

$1,103

$1,094

$2.07

$264,579

1.65%

Adjustments:

Gain on sale of GIS

$(639)

$311

(328)

(328)

(.62)

Integration costs

96

(34)

62

62

.11

Net income, diluted EPS, and return on avg. assets, as adjusted

$837

$828

$1.56

$264,579

1.27%

In millions except per share data

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Net income and diluted EPS, as reported

$803

$786

$1.47

Adjustment:

Integration costs

$100

($35)

65

65

.13

Net income and diluted EPS, as adjusted

$868

$851

$1.60

In millions except per share data

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Net income and diluted EPS, as reported

$559

$467

$1.00

Adjustment:

Integration costs

$89

($31)

58

58

.12

Net income and diluted EPS, as adjusted

$617

$525

$1.12

For the three months ended September 30, 2010

For the three months ended June 30, 2010

For the three months ended September 30, 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.

(1)

Calculated

using

a

marginal

federal

income

tax

rate

of

35%

and

includes

applicable

income

tax

adjustments.

The

after-tax

gain

on

the

sale

of

GIS

also

reflects

the

impact

of state income taxes.

29

Non-GAAP to GAAP Reconcilement

Appendix

In millions except per share data and percentages

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Average

Assets

Return on

Avg. Assets

Net income, diluted EPS, and return on avg. assets, as reported

$2,577

$2,213

$4.24

$265,355

1.30%

Adjustments:

Gain on sale of GIS

$(639)

$311

(328)

(328)

(.63)

Integration costs

309

(108)

201

201

.38

TARP preferred stock accelerated discount accretion²

250

.48

Net income, diluted EPS, and return on avg. assets, as adjusted

$2,450

$2,336

$4.47

$265,355

1.23%

In millions except per share data

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Net income and diluted EPS, as reported

$1,296

$992

$2.17

Adjustment:

Integration costs

$266

($83)

183

183

.40

Net income and diluted EPS, as adjusted

$1,479

$1,175

$2.57

(2) Represents accelerated accretion of the remaining issuance discount on redemption of the preferred stock in February 2010.

(1)

Calculated

using

a

marginal

federal

income

tax

rate

of

35%

and

includes

applicable

income

tax

adjustments.

The

after-tax

gain

on

the

sale

of

GIS

also

reflects

the

impact

of state income taxes.

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.

For the nine months ended September 30, 2010

For the nine months ended September 30, 2009

30

Non-GAAP to GAAP Reconcilement

Appendix

Sept. 30, 2010

Sept. 30, 2009

In millions except ratio

Total revenue

$11,273

$11,342

Noninterest expense

6,273

6,864

Pretax pre-provision earnings

$5,000

$4,478

Provision

$2,060

$2,881

Income from continuing operations before income taxes and

noncontrolling interests (Pretax earnings)

$2,940

$1,597

Pretax pre-provision earnings/provision

2.4

1.6

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

For the nine months ended

In millions except per percentages

March 31

June 30

Sept. 30

Dec. 31

March 31

June 30

Sept. 30

Common shareholders' equity

$18,546

$19,363

$20,997

$22,011

$26,466

$27,725

$29,394

Intangible assets

12,178

12,890

12,734

12,909

12,714

12,138

10,518

Common shareholders' equity less intangible assets

6,368

6,473

8,263

9,102

13,752

15,587

18,876

Net income

$530

$207

$559

$1,107

$671

$803

$1,103

Net income, if annualized

$2,120

$828

$2,236

$4,428

$2,684

$3,212

$4,412

Return on common shareholders' equity

11%

4%

11%

20%

10%

12%

15%

Return on tangible common equity

33%

13%

27%

49%

20%

21%

23%

After-tax BLK/BGI gain, $1,076 pretax

(687)

After-tax gain on sale of GIS, $639 pretax

(328)

Net income excluding BLK/BGI and GIS gains

$420

$775

Net income excluding BLK/BGI and GIS gains, if annualized

$1,680

$3,100

Return on common shareholders' equity excluding gains

8%

11%

Return on tangible common equity excluding gains

18%

16%

2009

2010

PNC

believes

that

return

on

tangible

common

equity,

a

non-GAAP

measure,

is

useful

as

a

tool

to

help

measure

and

assess

a

company's

use

of

equity

and

that

information

adjusted

for

the

impact

of

the

BLK/BGI

and

GIS

gains,

respectively,

may

be

useful

due

to

the

extent

to

which

those

items

are

not

indicative

of

our

ongoing

operations.

After-tax

gains

are

calculated

using

a

marginal

federal

income

tax

rate

of

35%

and

include

applicable

income

tax

adjustments.

The

after-

tax gain on the sale of GIS also reflects the impact of state income taxes.

For the three months ended

31

Non-GAAP to GAAP Reconcilement

Appendix

In millions except per share data and percentages

Adjustments,

pretax

Income taxes

(benefit)

1

Net income

Net income

attributable to

common

shareholders

Diluted EPS

from net

income

Net income and diluted EPS, as reported

$1,103

$1,094

$2.07

Adjustments:

Gain on sale of GIS

$(639)

$311

(328)

(328)

(.62)

Net income and diluted EPS, as adjusted

$775

$766

$1.45

2005

As reported

As reported

As adjusted for

GIS gain

Based on

reported

Based on

adjusted for

GIS gain

Net income

$334

$1,103

$775

Net income, if annualized

$1,336

$4,412

$3,100

27%

18%

Diluted EPS

$1.14

$2.07

$1.45

Diluted EPS, if annualized

$4.56

$8.28

$5.80

13%

5%

For the three months ended September 30, 2010

PNC

believes

that

information

adjusted

for

the

impact

of

our

gain

on

the

sale

of

GIS

may

be

useful

due

to

the

extent

to

which

that

item

is

not

indicative of our ongoing operations.

(1)

Calculated

using

a

marginal

federal

income

tax

rate

of

35%

and

includes

applicable

income

tax

adjustments.

The

after-tax

gain

on

the

sale

of

GIS also reflects the impact of state income taxes.

2010

For the three months ended September 30

CAGR

32

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 & Co.

WFC

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