The PNC Financial Services Group, Inc. (PNC) 8-K Annual Meeting of Shareholders

The PNC Financial Services Group, Inc.

Annual Meeting of Shareholders

April 22, 2008

LEADERSHIP.  EXECUTION.  INNOVATION.  DISCIPLINE.

Exhibit 99.1

LEADERSHIP.  EXECUTION.  INNOVATION.  DISCIPLINE.

James E. Rohr

Chairman and Chief Executive Officer

*

*

Cautionary Statement Regarding Forward-Looking

Information and Adjusted Information

This

presentation

contains

forward-looking

statements

regarding

our

outlook

or

expectations

relating

to

PNC’s

future

business,

operations,

financial

condition,

financial

performance

and

asset

quality.

Forward-looking

statements

are

necessarily

subject

to

numerous

assumptions,

risks

and

uncertainties,

which

change

over

time.

The

forward-looking

statements

in

this

presentation

are

qualified

by

the

factors

affecting

forward-looking

statements

identified

in

the

more

detailed

Cautionary

Statement

included

in

the

Appendix,

which

is

included

in

the

version

of

the

presentation

materials

posted

on

our

corporate

website

at

www.pnc.com/investorevents.

We

provide

greater

detail

regarding

these

factors

in

our

2007

Form

10-K,

including

in

the

Risk

Factors

and

Risk

Management

sections,

and

in

our

other

SEC

reports

(accessible

on

the

SEC’s

website

at

www.sec.gov

and

on

or

through

our

corporate

website

at

www.pnc.com/secfilings).

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

the

deconsolidation

of

BlackRock

near

the

end

of

third

quarter

2006

and

the

impact

of

certain

types

of

items.

Adjusted

results

reflect,

as

applicable,

the

following

types

of

adjustments:

(1)

2006

and

earlier

periods

reflect

the

impact

of

the

deconsolidation

of

BlackRock

by

adjusting

as

if

we

had

recorded

our

BlackRock

investment

on

the

equity

method

prior

to

its

deconsolidation;

(2)

adjusting

2006

periods,

as

applicable,

to

exclude

the

impact

of

the

third

quarter

2006

gain

on

the

BlackRock/MLIM

transaction

and

losses

on

the

repositioning

of

PNC’s

securities

and

mortgage

loan

portfolios;

(3)

adjusting

fourth

quarter

2006

and

2007

periods

to

exclude

the

net

mark-to-market

adjustments

on

PNC’s

remaining

BlackRock

LTIP

shares

obligation

and,

as

applicable,

the

gain

PNC

recognized

in

first

quarter

2007

in

connection

with

the

company’s

transfer

of

BlackRock

shares

to

satisfy

a

portion

of

its

BlackRock

LTIP

shares

obligation;

(4)

adjusting

2007

and

2006

periods

to

exclude,

as

applicable,

integration

costs

related

to

acquisitions

and

to

the

BlackRock/MLIM

transaction;

(5)

adjusting

2007

periods,

as

applicable,

for

the

fourth

quarter

2007

Visa

litigation

charge;

and

(6)

adjusting,

as

appropriate,

for

the

tax

impact

of

these

adjustments.

We

have

provided

these

adjusted

amounts

and

reconciliations

so

that

investors,

analysts,

regulators

and

others

will

be

better

able

to

evaluate

the

impact

of

these

items

on

our

results

for

the

periods

presented,

in

addition

to

providing

a

basis

of

comparability

for

the

impact

of

the

BlackRock

deconsolidation

given

the

magnitude

of

the

impact

of

deconsolidation

on

various

components

of

our

income

statement

and

balance

sheet.

We

believe

that

information

as

adjusted

for

the

impact

of

the

specified

items

may

be

useful

due

to

the

extent

to

which

these

items

are

not

indicative

of

our

ongoing

operations

as

the

result

of

our

management

activities

on

those

operations.

While

we

have

not

provided

other

adjustments

for

the

periods

discussed,

this

is

not

intended

to

imply

that

there

could

not

have

been

other

similar

types

of

adjustments,

but

any

such

adjustments

would

not

have

been

similar

in

magnitude

to

the

amount

of

the

adjustments

shown.

In

certain

discussions,

we

may

also

provide

revenue

information

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.”

Delivered solid client growth

Revenue growth exceeded expense

growth,

on

an

adjusted

basis¹

Asset quality strong

Successfully integrated Mercantile

Effectively deployed capital

Well-positioned for the future

2007 Highlights

Shareholders

Customers

Community

Employees

PNC’s Culture is Built on Our

Commitment to Our Constituencies.

(1) As adjusted revenue change 18%, expense change 15%.  As reported revenue change (22%), expense change (3%).  Adjusted

amounts are reconciled to GAAP amount in the Appendix.

2005

2006

2007

2005

2006

2007

2005

2006

2007

Revenue

Year End Assets

Net Income

(1) As adjusted.  As reported revenue CAGR 3%; net income CAGR 5%.  Adjusted amounts are reconciled to GAAP amount in the Appendix.

$92B

$102B

$139B

$6.8B

(as adjusted,

$6.7B as

reported)

$5.8B

(as adjusted,

$8.6B as

reported)

$5.3B

(as adjusted,

$6.3B as

reported)

$1.7B

(as adjusted,

$1.5B as

reported)

$1.5B

(as adjusted,

$2.6B as

reported)

$1.3B

(as adjusted,

$1.3B as

reported)

Executing on Our Strategies Delivers

Executing on Our Strategies Delivers

Strong Growth.

Strong Growth.

Key Performance Measures

Stock Performance

50%

60%

70%

80%

90%

100%

110%

120%

12/31/06

3/31/07

6/30/07

9/30/07

12/31/07

3/31/08

12/31/06 closing price equals base for indexing.

Peer Group represents average of super-regional banks identified in the Appendix.

S&P 500

Peer

Group

Strong Growth Delivers Better Relative

Strong Growth Delivers Better Relative

Stock Performance.

Stock Performance.

4/18/08

First Quarter 2008

Executing on Our Strategies Leaves Us

Well-Positioned for the Future.

Delivered solid results

-

Net income of $377 million, earnings per diluted share of $1.09

Posted strong revenue growth despite market volatility

Created positive operating leverage

Maintained a well-positioned balance sheet

Asset quality performing as expected

Increased our 2008 dividend 5%

Building our Tier 1 capital ratio

Cautionary Statement Regarding Forward-Looking

Information

Appendix

We

make

statements

in

this

presentation,

and

we

may

from

time

to

time

make

other

statements,

regarding

our

outlook

or

expectations

for

earnings,

revenues,

expenses

and/or

other

matters

regarding

or

affecting

PNC

that

are

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act.

Forward-looking

statements

are

typically

identified

by

words

such

as

“believe,”

“expect,”

“anticipate,”

“intend,”

“outlook,”

“estimate,”

“forecast,”

“will,”

“project”

and

other

similar

words

and

expressions.

Forward-looking

statements

are

subject

to

numerous

assumptions,

risks

and

uncertainties,

which

change

over

time.

Forward-looking

statements

speak

only

as

of

the

date

they

are

made.

We

do

not

assume

any

duty

and

do

not

undertake

to

update

our

forward-looking

statements.

Because

forward-looking

statements

are

subject

to

assumptions

and

uncertainties,

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

Form

10-K

for

the

year

ended

December

31,

2007,

including

in

the

Risk

Factors

and

Risk

Management

sections

of

that

report,

and

in

our

other

SEC

reports.

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.

•Our

businesses

and

financial

results

are

affected

by

business

and

economic

conditions,

both

generally

and

specifically

in

the

principal

markets

in

which we operate.  In particular, our businesses and financial results may be impacted by:

•Changes

in

interest

rates

and

valuations

in

the

debt,

equity

and

other

financial

markets.

•Disruptions

in

the

liquidity

and

other

functioning

of

financial

markets,

including

such

disruptions

in

the

markets

for

real

estate

and

other

assets

commonly securing financial products.

•Actions

by

the

Federal

Reserve

and

other

government

agencies,

including

those

that

impact

money

supply

and

market

interest

rates.

•Changes in our customers’, suppliers’

and other counterparties’

performance in general and their creditworthiness in particular.

•Changes

in

customer

preferences

and

behavior,

whether

as

a

result

of

changing

business

and

economic

conditions

or

other

factors.

•A

continuation

of

recent

turbulence

in

significant

portions

of

the

global

financial

markets

could

impact

our

performance,

both

directly

by

affecting

our

revenues

and

the

value

of

our

assets

and

liabilities

and

indirectly

by

affecting

the

economy

generally.

•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

2008

with

continued

wide

market

credit

spreads

and

that

national

economic

conditions

currently

point

toward

a

mild

recession.

•Our

operating

results

are

affected

by

our

liability

to

provide

shares

of

BlackRock

common

stock

to

help

fund

certain

BlackRock

long-term

incentive

plan

(“LTIP”)

programs,

as

our

LTIP

liability

is

adjusted

quarterly

(“marked-to-market”)

based

on

changes

in

BlackRock’s

common

stock

price

and

the

number

of

remaining

committed

shares,

and

we

recognize

gain

or

loss

on

such

shares

at

such

times

as

shares

are

transferred

for

payouts

under

the

LTIP

programs.

•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:

(a)

the

unfavorable

resolution

of

legal

proceedings

or

regulatory

and

other

governmental

inquiries;

(b)

increased

litigation

risk

from

recent

regulatory

and

other

governmental

developments;

(c)

the

results

of

the

regulatory

examination

process,

our

failure

to

satisfy

the

requirements

of

agreements

with

governmental

agencies,

and

regulators’

future

use

of

supervisory

and

enforcement

tools;

(d)

legislative

and

regulatory

reforms,

including

changes

to

laws

and

regulations

involving

tax,

pension,

education

lending,

and

the

protection

of

confidential

customer

information;

and

(e)

changes

in

accounting

policies

and

principles.

Cautionary Statement Regarding Forward-Looking

Information (continued)

Appendix

•Our

business

and

operating

results

are

affected

by

our

ability

to

identify

and

effectively

manage

risks

inherent

in

our

businesses,

including,

where

appropriate,

through

the

effective

use

of

third-party

insurance,

derivatives,

and

capital

management

techniques.

•The

adequacy

of

our

intellectual

property

protection,

and

the

extent

of

any

costs

associated

with

obtaining

rights

in

intellectual

property

claimed       

by

others,

can

impact

our

business

and

operating

results.

•Our

ability

to

anticipate

and

respond

to

technological

changes

can

have

an

impact

on

our

ability

to

respond

to

customer

needs

and

to

meet

competitive

demands.

•Our

ability

to

implement

our

business

initiatives

and

strategies

could

affect

our

financial

performance

over

the

next

several

years.

•Competition

can

have

an

impact

on

customer

acquisition,

growth

and

retention,

as

well

as

on

our

credit

spreads

and

product

pricing,

which

can       

affect

market

share,

deposits

and

revenues.

•Our

business

and

operating

results

can

also

be

affected

by

widespread

natural

disasters,

terrorist

activities

or

international

hostilities,

either

as

a

result

of

the

impact

on

the

economy

and

capital

and

other

financial

markets

generally

or

on

us

or

on

our

customers,

suppliers

or

other

counterparties

specifically.

•Also,

risks

and

uncertainties

that

could

affect

the

results

anticipated

in

forward-looking

statements

or

from

historical

performance

relating

to

our

equity

interest

in

BlackRock,

Inc.

are

discussed

in

more

detail

in

BlackRock’s

filings

with

the

SEC,

including

in

the

Risk

Factors

sections

of

BlackRock’s

reports.

BlackRock’s

SEC

filings

are

accessible

on

the

SEC’s

website

and

on

or

through

BlackRock’s

website

at

www.blackrock.com.

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.

In

particular,

acquisitions

may

be

substantially

more

expensive

to

complete

(including

as

a

result

of

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.

In

some

cases,

acquisitions

involve

our

entry

into

new

businesses

or

new

geographic

or

other

markets,

and

these

situations

also

present

risks

resulting

from

our

inexperience

in

these

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

related

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

arising

as

a

result

of

those

issues.

Our

recent

acquisition

of

Sterling

Financial

Corporation

(“Sterling”)

presents

regulatory

and

litigation

risk,

as

a

result

of

financial

irregularities

at

Sterling’s

commercial

finance

subsidiary,

that

may

impact

our

financial

results.

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.

Non-GAAP to GAAP Reconcilement

Appendix

For the year ended December 31, 2007

PNC

PNC

In millions

As Reported 

Adjustments (a)

As Adjusted

Net interest income

$2,915

$2,915

Noninterest income

3,790

$131

3,921

Total revenue

6,705

131

6,836

Provision for credit losses

315

(45)

270

Noninterest expense

4,296

(184)

4,112

Income before income taxes

2,094

360

2,454

Income taxes

627

125

752

Net income

$1,467

$235

$1,702

BlackRock

For the year ended December 31, 2006

PNC

Deconsolidation and

BlackRock

PNC

In millions

As Reported

Adjustments (a)

Other Adjustments

Equity Method

As Adjusted

Net interest income

$2,245

$(10)

$2,235

Noninterest income

6,327

$(1,812)

(1,087)

$144

3,572

Total revenue

8,572

(1,812)

(1,097)

144

5,807

Provision for credit losses

124

124

Noninterest expense

4,443

(91)

(765)

3,587

Income before minority interest and income taxes

4,005

(1,721)

(332)

144

2,096

Minority interest in income of BlackRock

47

18

(65)

Income taxes

1,363

(658)

(130)

7

582

Net income

$2,595

$(1,081)

$(137)

$137

$1,514

(a)

Amounts

adjusted

to

exclude

the

impact

of

the

following

pretax

items:

(1)

the

gain

of

$83

million

recognized

in

connection

with

PNC's

transfer

of

BlackRock

shares

to

satisfy

a

portion

of

our

BlackRock

LTIP

shares

obligation,

(2)

the

net

mark-to-market

adjustment

totaling

$210

million

on

our

remaining

BlackRock

LTIP

shares

obligation,

(3)

acquisition

integration

costs

totaling

$151

million,

and

(4)

Visa

indemnification

charge

of

$82

million.

The

net

tax

impact

of

these

items

is

reflected

in

the

adjustment

to

income

taxes.

(a)

Includes

the

impact

of

the

following

pretax

items:

$2,078

million

gain

on

BlackRock/MLIM

transaction,

$196

million

securities

portfolio

rebalancing

loss,

$101

million

of

BlackRock/MLIM

transaction

integration

costs,

$48

million

mortgage

loan

portfolio

repositioning

loss,

and

$12

million

net

loss

related

to

our

BlackRock

LTIP

shares

obligation.

The

net

tax

impact

of

these

items

is

reflected

in

the

adjustment

to

income

taxes.

Non-GAAP to GAAP Reconcilement

Appendix

For the year ended December 31, 2005

BlackRock

PNC

Deconsolidation and

BlackRock

PNC

In millions

As Reported

Other Adjustments

Equity Method

As Adjusted

Net interest income

$2,154

$(12)

$2,142

Noninterest income

4,173

(1,214)

$163

3,122

Total revenue

6,327

(1,226)

163

5,264

Provision for credit losses

21

21

Noninterest expense

4,306

(853)

3,453

Income before minority interest and income taxes

2,000

(373)

163

1,790

Minority interest in income of BlackRock

71

(71)

Income taxes

604

(150)

11

465

   Net income

$1,325

$(152)

$152

$1,325

Adjusted

% Change

In millions

2005

2006

2007

2005-2007 CAGR

2006-2007

Adjusted net interest income

$2,142

$2,235

$2,915

17%

30%

Adjusted noninterest income

3,122

3,572

3,921

12%

10%

Adjusted total revenue

5,264

5,807

6,836

14%

18%

Adjusted noninterest expense

3,453

3,587

4,112

15%

Adjusted net income

1,325

1,514

1,702

13%

12%

Adjusted operating leverage

3%

Reported

% Change

In millions

2005

2006

2007

2005-2007 CAGR

2006-2007

Net interest income, as reported

$2,154

$2,245

$2,915

16%

30%

Noninterest income, as reported

4,173

6,327

3,790

(5%)

(40%)

Total revenue, as reported

6,327

8,572

6,705

3%

(22%)

Noninterest expense, as reported

4,306

4,443

4,296

(3%)

Net income, as reported

1,325

2,595

1,467

5%

(43%)

Operating leverage, as reported

(19%)

For the year ended December 31, as adjusted

For the year ended December 31, as reported

The PNC Financial Services Group, Inc.

PNC

BB&T Corporation

BBT

Comerica

CMA

Fifth Third Bancorp

FITB

KeyCorp

KEY

National City Corporation

NCC

Regions Financial

RF

SunTrust Banks, Inc.

STI

U.S. Bancorp

USB

Wachovia Corporation

WB

Wells Fargo & Company

WFC

Ticker

Peer Group of Super-Regional Banks

Appendix