Obligation PNC Financial Group 4.375% ( US693476BL68 ) en USD

PNC Financial Group

100 % ▼

Etas-Unis

US693476BL68 ( en USD )

4.375% par an ( paiement semestriel )

11/08/2020 - Obligation échue

Prospectus brochure de l'obligation PNC Financial Services Group US693476BL68 en USD 4.375%, échue

2 000 USD

750 000 000 USD

693476BL6

N/A

PNC Financial Services Group, Inc. est une société de services financiers multinationale américaine dont le siège social est à Pittsburgh, en Pennsylvanie, offrant une large gamme de services bancaires, de gestion de patrimoine et de services financiers aux particuliers, aux entreprises et aux institutions.

L'obligation US693476BL68 émise par The PNC Financial Services Group aux États-Unis, d'un montant total de 750 000 000 USD, avec un taux d'intérêt de 4,375%, une maturité au 11/08/2020, une fréquence de paiement semestrielle, un prix actuel au marché de 100% et un montant minimal d'achat de 2 000 USD, est arrivée à échéance et a été remboursée.

Prospectus Supplement
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-164364-01
and 333-164364
CALCULATION OF REGISTRATION FEE

Class of securities offered

Aggregate offering price

Amount of registration fee(1)
4.375% Senior Notes

$750,000,000

$53,475

(1) The filing fee of $53,475 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Prospectus supplement
(To Prospectus dated January 15, 2010)
$750,000,000

PNC Funding Corp
4.375% Senior Notes due August 11, 2020
Unconditionally Guaranteed by
The PNC Financial Services Group, Inc.
The senior notes in the aggregate principal amount of $750,000,000 offered pursuant to this prospectus supplement and the
accompanying prospectus will mature on August 11, 2020 and bear interest at 4.375% per annum, payable semi-annually in
arrears on February 11 and August 11 of each year, commencing on February 11, 2011 (the "Senior Notes"). The Senior
Notes are not redeemable prior to maturity. There is no sinking fund for the Senior Notes.
The Senior Notes will rank equally with all other existing and future senior unsecured indebtedness of PNC Funding Corp.
The PNC Financial Services Group, Inc. will guarantee the Senior Notes, and the guarantees will rank equally with the
existing and future senior unsecured indebtedness of The PNC Financial Services Group, Inc.
See "Risk factors" on page S-7 to read about important factors you should consider before buying the Senior Notes.
The Senior Notes and the guarantees are not deposits of a bank and are not insured by the United States Federal
Deposit Insurance Corporation or any other insurer or government agency. The Senior Notes are not guaranteed
under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting

Public(1)
Discounts

Proceeds to us
Per Senior Note

99.456%
0.45%
99.006%
Total

$745,920,000
$3,375,000
$742,545,000

(1) Plus accrued interest, if any, from the original issue date.
The Senior Notes will not be listed on any securities exchange. Currently, there is no public trading market for the Senior
Notes.
The underwriters expect to deliver the Senior Notes to purchasers in book-entry form through the facilities of The Depository
Trust Company and its direct participants, including Euroclear and Clearstream, on or about August 11, 2010.
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Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan

Morgan Stanley
PNC Capital Markets LLC
August 4, 2010
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Table of Contents
Table of contents

Page
Prospectus supplement
About this prospectus supplement

S-ii
Cautionary statement regarding forward-looking statements

S-ii
Incorporation of certain documents by reference

S-v
Summary

S-1
Risk factors

S-7
Consolidated ratio of earnings to fixed charges

S-8
Use of proceeds

S-9
Certain terms of the Senior Notes
S-10
Certain United States federal income tax consequences
S-12
Underwriting (including conflicts of interest)
S-16
Legal matters
S-21
Experts
S-21
Prospectus
About this prospectus

1
Where you can find more information

2
Risk factors

4
Forward-looking statements

4
The PNC Financial Services Group, Inc.

7
PNC Funding Corp

8
Consolidated ratio of earnings to fixed charges

9
Consolidated ratio of earnings to fixed charges and preferred stock dividends

9
Use of proceeds

9
Description of debt securities and guarantees

10
Description of common stock

28
Description of preferred stock

31
Description of depositary shares

44
Description of purchase contracts

46
Description of units

46
Descriptions of warrants

47
Certain tax considerations

48
Plan of distribution (including conflicts of interest)

49
Legal opinions

54
Experts

54
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not authorized anyone to provide you with different information.
We are not making an offer of the Senior Notes covered by this prospectus supplement in any jurisdiction where the
offer is not permitted.
You should not assume that the information contained in or incorporated by reference in this prospectus supplement
or the accompanying prospectus is accurate as of any date other than the respective dates thereof.

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About this prospectus supplement
You should read both this prospectus supplement and the accompanying prospectus, together with additional information
described under the heading "Where you can find more information" in the accompanying prospectus and in "Incorporation
of certain documents by reference" in this prospectus supplement.
References to "PNC" in this prospectus supplement and in the accompanying prospectus are references to The PNC Financial
Services Group, Inc., specifically; references to "PNC Funding" in this prospectus supplement and the accompanying
prospectus are references to PNC Funding Corp, a wholly owned indirect subsidiary of PNC, specifically; and references to
"we," "us" and "our" are references to PNC and PNC Funding collectively. References to The PNC Financial Services
Group, Inc. and its subsidiaries, on a consolidated basis, are specifically made where applicable.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the
accompanying prospectus, you should rely on the information set forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus. This prospectus supplement may be used only for the purpose for which it has been prepared. No
one is authorized to give information other than that contained in this prospectus supplement and the accompanying
prospectus and in the documents incorporated by reference herein and in the accompanying prospectus. We have not, and the
underwriters have not, authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell the Senior Notes in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information appearing in this prospectus supplement or any document
incorporated by reference herein or in the accompanying prospectus is accurate as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on
behalf of the underwriters, to subscribe for and purchase any of the securities and may not be used for or in connection with
an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
Cautionary statement regarding forward-looking statements
We make statements in this prospectus supplement and the accompanying prospectus, including information incorporated in
them by reference, 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.

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Our forward-looking statements are subject to the following principal risks and uncertainties. We provide greater detail
regarding some of these factors in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the
Securities and Exchange Commission ("SEC") and available on the SEC's website at www.sec.gov, including in the Risk
Factors and Risk Management and Critical Accounting Estimates and Judgments sections of that report. Our forward-looking
statements may also be subject to other risks and uncertainties, including those discussed elsewhere in this prospectus
supplement and the accompanying prospectus or in our other filings with the SEC.

· 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.

·
A slowing or failure of the moderate economic recovery that began last year.

·
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.

·
Changes in levels of unemployment.

·
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 U.S. 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.

· 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 expectations that interest rates will remain low in the second half of 2010 and our view that
the moderate economic recovery that began last year will continue throughout the rest of 2010.

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· 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:

·
Changes resulting from legislative and regulatory responses to the current economic and financial industry

environment.

·
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.

·
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.

·
The results of the regulatory examination and supervision process, including our failure to satisfy the

requirements of agreements with governmental agencies.

·
Changes in accounting policies and principles.

·
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.

·
Changes to regulations governing bank capital, including as a result of the so-called "Basel 3" 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.

· 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.

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· 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
prospectus supplement.
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.
Incorporation of certain documents by reference
The SEC allows us to incorporate information in this document by reference to other documents filed separately with the
SEC. This means that PNC can disclose important information to you by referring you to those other documents. The
information incorporated by reference is considered to be a part of this document, except for any information that is
superseded by information that is included directly in this document. You may read and copy this information at the Public
Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of
the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that
contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The
address of the website is www.sec.gov. The reports and other information filed by PNC with the SEC are also available at our
Internet website, www.pnc.com. We have included the web addresses of the SEC and PNC as inactive textual references only.
Except as specifically incorporated by reference into this document, information on those websites is not part of this
document.
This document incorporates by reference the documents listed below that we previously filed with the SEC. They contain
important information about PNC and its financial condition.

Filing

Period or date filed
Annual Report on Form 10-K
Year ended December 31, 2009
Quarterly Report on Form 10-Q
Quarterly period ended March 31, 2010
Current Reports on Form 8-K
January 15, 2010 (two filings) (with respect to Item 8.01
information only), February 3, 2010, February 8, 2010,
March 2, 2010, May 3, 2010, May 5, 2010, May 19, 2010 and
June 11, 2010.

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In addition, PNC also incorporates by reference additional documents that we file with the SEC under Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act between the date of this document and the date of the termination of the offer pursuant to
this prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
Notwithstanding the foregoing, PNC is not incorporating any document or information that it furnished rather than filed with
the SEC.
Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, in this
prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which also is incorporated by reference in this
prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
Statements contained in this prospectus supplement or the accompanying prospectus as to the contents of any contract or
other document referred to in this prospectus supplement or the accompanying prospectus do not purport to be complete, and
where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all
respects by reference to all of the provisions of such contract or other document. We will provide without charge to each
person to whom a copy of this prospectus supplement and the accompanying prospectus has been delivered, on the written or
oral request of such person, a copy of any or all of the documents which have been or may be incorporated in this prospectus
supplement or the accompanying prospectus by reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in any such documents) and a copy of any or all other contracts or documents which
are referred to in this prospectus supplement or the accompanying prospectus. You may request a copy of these filings at the
address and telephone number set forth below.
In reviewing any agreements incorporated by reference, please remember that they are included to provide you with
information regarding the terms of such agreements and are not intended to provide any other factual or disclosure
information about PNC. The agreements may contain representations and warranties by PNC or other parties, which should
not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if
those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant
agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.
Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were
made or at any other time.
Documents incorporated by reference are available from PNC without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents
incorporated by reference in this document by requesting them in writing or by telephone at the following address:
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: Shareholder Services
Telephone: (800) 982-7652
Email: [email protected]

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Summary
The following information about this offering summarizes, and should be read in conjunction with, the information
contained in this prospectus supplement and in the accompanying prospectus, and the documents incorporated therein
by reference.
About The PNC Financial Services Group, Inc.
PNC is one of the largest diversified financial services companies in the United States and is headquartered in Pittsburgh,
Pennsylvania. PNC was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 with the
consolidation of Pittsburgh National Corporation and Provident National Corporation. Since 1983, we have diversified
our geographical presence, business mix and product capabilities through internal growth, strategic bank and non-bank
acquisitions and equity investments and the formation of various non-banking subsidiaries.
PNC and its subsidiaries have businesses engaged in retail banking, corporate and institutional banking, asset
management and residential mortgage banking. PNC provides many of its products and services nationally and others in
PNC's primary geographic markets located in Pennsylvania, Ohio, New Jersey, Michigan, Maryland, Illinois, Indiana,
Kentucky, Florida, Missouri, Virginia, Delaware, Washington, D.C. and Wisconsin.
PNC stock is listed on the New York Stock Exchange under the symbol "PNC." As of June 30, 2010, PNC had total
consolidated assets of approximately $261.7 billion, total consolidated deposits of approximately $178.8 billion and total
consolidated shareholders' equity of approximately $28.4 billion. PNC is a holding company and services its obligations
primarily with dividends and advances that it receives from subsidiaries. PNC's subsidiaries that operate in the banking
and securities businesses can pay dividends only if they are in compliance with the applicable regulatory requirements
imposed on them by federal and state bank regulatory authorities and securities regulators. PNC's subsidiaries may be
party to credit or other agreements that also may restrict their ability to pay dividends. PNC currently believes that none
of these regulatory or contractual restrictions on the ability of its subsidiaries to pay dividends will affect PNC's ability
to service its own debt. PNC must also maintain the required capital levels of a bank holding company before it may pay
dividends on its stock.
Under the regulations of the Federal Reserve, a bank holding company is expected to act as a source of financial strength
for its subsidiary banks. As a result of this regulatory policy, the Federal Reserve might require PNC to commit
resources to its subsidiary bank, even when doing so is not otherwise in the interests of PNC or its shareholders or
creditors.
PNC's principal executive offices are located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-
2707, and its telephone number is 412-762-2000.
About PNC Funding Corp
PNC Funding is a wholly owned indirect subsidiary of PNC. PNC Funding was incorporated under Pennsylvania law in
1972 and is engaged in financing the activities of PNC and its subsidiaries through the issuance of commercial paper and
other debt guaranteed by PNC.
PNC Funding's principal executive offices are located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania
15222-2707, and its telephone number is 412-762-2000.

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Conflicts of interest
PNC Capital Markets LLC is an affiliate of PNC Funding Corp and The PNC Financial Services Group, Inc. The
distribution arrangements for this offering comply with the requirements of Rule 2720 of the Conduct Rules of the
Financial Industry Regulatory Authority ("FINRA") regarding a FINRA member firm's participation in the distribution
of securities of an affiliate. In accordance with Rule 2720, no FINRA member firm may make sales in this offering to
any discretionary account without the prior approval of the customer. Our affiliates, including PNC Capital Markets LLC
and other affiliates may use this prospectus supplement and the attached prospectus in connection with offers and sales
of the senior notes in the secondary market. These affiliates may act as principal or agent in those transactions.
Secondary market sales will be made at prices related to market prices at the time of sale.
Recent developments
Second quarter and first half earnings
On July 22, 2010 PNC reported its unaudited preliminary financial results for the second quarter and first half of 2010.
PNC reported net income of $803 million for the second quarter of 2010 compared with net income of $671 million for
the first quarter of 2010 and net income of $207 million for the second quarter of 2009. PNC earned net income of $1.5
billion for the first six months of 2010 compared with $737 million for the first six months of 2009.

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