Obbligazione PNC Financial Group 2.55% ( US693475AZ80 ) in USD

PNC Financial Group

100 USD ▲

Stati Uniti

US693475AZ80 ( in USD )

2.55% per anno ( pagato 2 volte l'anno)

21/01/2030

Prospetto opuscolo dell'obbligazione PNC Financial Services Group US693475AZ80 en USD 2.55%, scadenza 21/01/2030

2 000 USD

2 000 000 000 USD

693475AZ8

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

22/01/2026 ( In 37 giorni )

PNC Financial Services Group, Inc. è una società di servizi finanziari multi-nazionale statunitense con sede a Pittsburgh, Pennsylvania, che offre una vasta gamma di servizi bancari, di gestione patrimoniale e di investimento a clienti individuali e aziendali.

The Obbligazione issued by PNC Financial Group ( United States ) , in USD, with the ISIN code US693475AZ80, pays a coupon of 2.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 21/01/2030

The Obbligazione issued by PNC Financial Group ( United States ) , in USD, with the ISIN code US693475AZ80, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by PNC Financial Group ( United States ) , in USD, with the ISIN code US693475AZ80, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d873081d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of Securities to be Registered

offering price
Registration Fee (1)
2.550% Senior Notes due January 22, 2030

$2,000,000,000

$259,600

(1)
The filing fee of $259,600 is calculated in accordance with Rule 457(o) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-228804

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 14, 2018)
$2,000,000,000

The PNC Financial Services Group, Inc.
2.550% Senior Notes Due January 22, 2030

The senior notes in the aggregate principal amount of $2,000,000,000 offered pursuant to this prospectus supplement and the accompanying prospectus will
mature on January 22, 2030 and bear interest at 2.550% per annum, payable semi-annually in arrears on January 22 and July 22 of each year, commencing
July 22, 2020 (the "Senior Notes"). The Senior Notes will be redeemable in whole or in part by us on or after the 90th day prior to the maturity date at
100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to the date of redemption. We will provide 10 to 60 calendar
days' notice of the redemption to the registered holders of the Senior Notes. There is no sinking fund for the Senior Notes.
The Senior Notes will rank equally with all of our other existing and future senior unsecured indebtedness.

See "Risk Factors" on page S-11 to read about important factors you should consider before buying the Senior Notes. The Senior Notes 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.
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

99.720%

0.450%

99.270%
Total

$1,994,400,000
$ 9,000,000
$1,985,400,000

(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.
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
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 Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, a société anonyme
("Clearstream"), on or about January 22, 2020.
Because our affiliate, PNC Capital Markets LLC, is participating in the offer and sale of the Senior Notes, the offering is being conducted in compliance
with Financial Industry Regulatory Authority ("FINRA") Rule 5121. See "Underwriting (Conflicts of Interest)" on page S-20.

Joint Book-Running Managers

J.P. Morgan

Goldman Sachs & Co. LLC

Morgan Stanley

PNC Capital Markets LLC
January 16, 2020
Table of Contents
Table of Contents

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Cautionary Statement Regarding Forward-Looking Information
S-1
Incorporation of Certain Documents by Reference
S-4
Summary (including Conflicts of Interest)
S-6
Risk Factors
S-11
Use of Proceeds
S-13
Certain Terms of the Senior Notes
S-14
Material U.S. Federal Income Tax Consequences
S-16
Underwriting (Conflicts of Interest)
S-20
Legal Matters
S-24
Experts
S-24
Prospectus

About This Prospectus

1
Where You Can Find More Information

2
Risk Factors

3
The PNC Financial Services Group, Inc.

3
Use of Proceeds

4
Description of Debt Securities.

4
Description of Common Stock

15
Description of Preferred Stock

19
Description of Depositary Shares

29
Description of Purchase Contracts

31
Description of Units

31
Descriptions of Warrants

33
Global Securities

35
Plan of Distribution (including Conflicts of Interest)

39
Legal Opinions

43
Experts

43

S-i
Table of Contents
About This Prospectus Supplement
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us and the
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes the specific details
regarding this offering. Generally, when we refer to the "prospectus," we are referring to both documents combined. Additional information is incorporated
by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely
on this prospectus supplement.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "PNC," "we," "us," "our" or similar
references mean The PNC Financial Services Group, Inc. and its successors.
References to The PNC Financial Services Group, Inc. and its subsidiaries, on a consolidated basis, are specifically made where applicable.
We have not, and the underwriters have not, authorized anyone to provide any information other than the information contained or incorporated by
reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the
underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are offering to sell the Senior Notes only in places where sales are permitted. 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 Senior Notes 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 Information
We make statements in this prospectus supplement and the accompanying prospectus, and we may from time to time make other statements, regarding our
outlook for earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset levels, asset quality, financial position and other matters
regarding or affecting us and our future business and operations 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," "see," "look," "intend,"
"outlook," "project," "forecast," "estimate," "goal," "will," "should" and other similar words and expressions.
Forward-looking statements are necessarily subject to numerous assumptions, risks and uncertainties, which change over time. Future events or
circumstances may change our outlook and may also affect the nature of the assumptions, risks and uncertainties to which our forward-looking statements
are subject. Forward-looking statements speak only as of the date made. We do not assume any duty and do not undertake to update forward-looking
statements. Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical
performance. As a result, we caution against placing undue reliance on any forward-looking statements.

S-1
Table of Contents
Our forward-looking statements are subject to the following principal risks and uncertainties.

·
Our businesses, financial results and balance sheet values are affected by business and economic conditions, including the following:

· Changes in interest rates and valuations in debt, equity and other financial markets.

· Disruptions in the U.S. and global financial markets.

· Actions by the Federal Reserve Board, U.S. Treasury and other government agencies, including those that impact money supply and

market interest rates.

· Changes in customer behavior due to changing business and economic conditions or legislative or regulatory initiatives.

· Changes in customers', suppliers' and other counterparties' performance and creditworthiness.

· Impacts of tariffs and other trade policies of the U.S. and its global trading partners.

· Slowing or reversal of the current U.S. economic expansion.

· Commodity price volatility.

·
Our forward-looking financial statements are subject to the risk that economic and financial market conditions will be substantially different

than those we are currently expecting and do not take into account potential legal and regulatory contingencies. These statements are based on
our views that:
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2

· U.S. economic growth, after accelerating a few years ago, has slowed since mid-2018 and is expected to slow further in 2020. Slower

global economic growth, trade tensions, reduced fiscal stimulus, and aerospace production cuts are the primary drivers of softer U.S.
growth.

· Job growth will continue in 2020, but at a slower pace from 2019 due to both difficulty in finding workers and slower economic

growth. The unemployment rate is expected to increase slightly in the near term, but the labor market will remain tight, pushing wages
higher and supporting continued gains in consumer spending.

· Near-term risks are generally to the downside, including a further softening in the global economy, a further escalation in trade

tensions, and geopolitical concerns. But there are some upside risks as well, such as a quick U.S.-China trade deal and stronger labor
force growth.

· Inflation slowed in 2019, to below the Federal Open Market Committee's 2% objective, but is expected to gradually increase over the

next two years.

· We do not expect further federal funds rate cuts in 2020. The federal funds rate is modestly positive for near-term economic growth in

its current range of 1.50 to 1.75 percent.

·
Our ability to take certain capital actions, including returning capital to shareholders, is subject to review by the Federal Reserve Board as
part of our comprehensive capital plan for the applicable period in connection with the Federal Reserve Board's Comprehensive Capital

Analysis and Review ("CCAR") process and to the acceptance of such capital plan and non-objection to such capital actions by the Federal
Reserve Board.

·
Our regulatory capital ratios in the future will depend on, among other things, the company's financial performance, the scope and terms of
final capital regulations then in effect and management actions affecting the composition of our balance sheet. In addition, our ability to

determine, evaluate and forecast regulatory capital ratios, and to take actions (such as capital distributions) based on actual or forecasted
capital ratios, will be dependent at least in part on the development, validation and regulatory approval of related models.

·
Legal and regulatory developments could have an impact on our ability to operate our businesses, financial condition, results of operations,

competitive position, reputation, or pursuit of attractive acquisition opportunities. Reputational impacts could affect matters such as business
generation and

S-2
Table of Contents

retention, liquidity, funding, and ability to attract and retain management. These developments could include:

· Changes to laws and regulations, including changes affecting oversight of the financial services industry, consumer protection, bank

capital and liquidity standards, pension, bankruptcy and other industry aspects, and changes in accounting policies and principles.

· Unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries.

These matters may result in monetary judgments or settlements or other remedies, including fines, penalties, restitution or alterations in
our business practices, and in additional expenses and collateral costs, and may cause reputational harm to PNC.

· Results of the regulatory examination and supervision process, including our failure to satisfy requirements of agreements with

governmental agencies.

· Impact on business and operating results of any costs associated with obtaining rights in intellectual property claimed by others and of

adequacy of our intellectual property protection in general.

·
Business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where

appropriate, through effective use of systems and controls, third-party insurance, derivatives, and capital management techniques, and to
meet evolving regulatory capital and liquidity standards.

·
Business and operating results also include impacts relating to our equity interest in BlackRock, Inc. and rely to a significant extent on

information provided to us by BlackRock. Risks and uncertainties that could affect BlackRock are discussed in more detail by BlackRock in
its SEC filings.

·
We grow our business in part through acquisitions and new strategic initiatives. Risks and uncertainties include those presented by the nature
of the business acquired and strategic initiative, including in some cases those associated with our entry into new businesses or new

geographic or other markets and risks resulting from our inexperience in those new areas, as well as risks and uncertainties related to the
acquisition transactions themselves, regulatory issues, and the integration of the acquired businesses into PNC after closing.

·
Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect

market share, deposits and revenues. Our ability to anticipate and respond to technological changes can also impact our ability to respond to
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
customer needs and meet competitive demands.

·
Business and operating results can also be affected by widespread natural and other disasters, pandemics, dislocations, terrorist activities,

system failures, security breaches, cyberattacks or international hostilities through impacts on the economy and financial markets generally or
on us or our counterparties specifically.
We provide greater detail regarding these as well as other factors in our Annual Report on Form 10-K for the year ended December 31, 2018, our
subsequent Quarterly Reports on Form 10-Q, and elsewhere in this prospectus supplement. Our forward-looking statements may also be subject to other
risks and uncertainties, including those discussed elsewhere in this prospectus supplement or in our other filings with the SEC.

S-3
Table of Contents
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 this information at the
SEC's website, www.sec.gov. The reports and other information filed by PNC with the SEC are also available at our 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 prospectus supplement or the accompanying prospectus.
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, 2018
Quarterly Reports on Form 10-Q
Quarters ended March 31, 2019, June 30, 2019 and September 30, 2019
Current Reports on Form 8-K
Filed with the SEC on January 3, 2019, January 23, 2019, February 15,
2019, April 22, 2019, April 26, 2019, July 23, 2019, November 1, 2019
and November 4, 2019
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 Securities
Exchange Act of 1934, as amended (the "Exchange Act"), between the date of this document and the date of the termination of the offer being made
pursuant to this prospectus supplement. 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 supplement or the
accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying prospectus to the
extent that a statement contained in this prospectus supplement or the accompanying prospectus or in any other subsequently filed document which also is
incorporated by reference in this prospectus supplement or the accompanying 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 supplement or the accompanying
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.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
In reviewing any agreements incorporated by reference, please remember 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 into this prospectus supplement or the accompanying prospectus. You can obtain documents incorporated by
reference in this prospectus supplement or the accompanying prospectus by requesting them in writing or by telephone at the following address:
The PNC Financial Services Group, Inc.
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
Attention: Shareholder Services
Telephone: (800) 982-7652
www.computershare.com/contactus

S-5
Table of Contents
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 herein and therein by reference. This summary is not complete and
does not contain all of the information that you should consider before investing in the Senior Notes. You should pay special attention to the "Risk
Factors" section of this prospectus supplement and the accompanying prospectus to determine whether an investment in the Senior Notes is
appropriate for you.
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 has
businesses engaged in retail banking, including residential mortgage, corporate and institutional banking and asset management, providing many of its
products and services nationally. PNC's retail branch network is primarily located in markets across the Mid-Atlantic, Midwest and Southeast. PNC
also has strategic international offices in four countries outside the U.S. As of September 30, 2019, PNC had total consolidated assets of
approximately $408.9 billion, total consolidated deposits of approximately $285.6 billion and total consolidated shareholders' equity of approximately
$49.4 billion.
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 common stock is listed on the New York Stock Exchange under the symbol "PNC."
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 or pay dividends on its preferred stock. 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 banks, 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 The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2401, and its telephone
number is (888) 762-2265.
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
Recent Developments
Common Stock Repurchase Authorization
On January 15, 2020, PNC announced that it had received approval from the Federal Reserve to repurchase up to an additional $1 billion in
shares of its common stock through the end of the second quarter of 2020. The completion of this additional amount will depend on market conditions.
This is in addition to the share repurchase programs of up to $4.3 billion for the four-quarter period beginning in the third quarter of 2019, which were
announced in June 2019.

S-6
Table of Contents
Fourth Quarter 2019 Results
On January 15, 2020, PNC reported its unaudited preliminary financial results for the quarter and full year ended December 31, 2019. PNC
reported net income of $1.4 billion for the fourth quarter of 2019, compared with net income of $1.4 billion for the third quarter of 2019 and
$1.4 billion for the fourth quarter of 2018. PNC reported net income of $5.4 billion for the year ended December 31, 2019, compared with $5.3 billion
for the year ended December 31, 2018.
The following tables present highlights of PNC's unaudited preliminary consolidated financial results.
FINANCIAL RESULTS

Three months ended

Year ended

Dollars in millions

December 31
September 30
December 31
December 31
December 31

2019

2019

2018

2019

2018

Revenue

Net interest income

$
2,488
$
2,504
$
2,481
$
9,965
$
9,721
Noninterest income

2,121

1,989

1,859

7,862

7,411

Total revenue

4,609

4,493

4,340

17,827

17,132
Provision for credit losses

221

183

148

773

408
Noninterest expense

2,762

2,623

2,577

10,574

10,296

Income before income taxes and noncontrolling interests

$
1,626
$
1,687
$
1,615
$
6,480
$
6,428
Net income

$
1,381
$
1,392
$
1,351
$
5,418
$
5,346
Less:

Net income attributable to noncontrolling interests

14

13

14

49

45
Preferred stock dividends (a)

55

63

55

236

236
Preferred stock discount accretion and redemptions

1

1

1

4

4

Net income attributable to common shareholders

$
1,311
$
1,315
$
1,281
$
5,129
$
5,061

(a)
Dividends are payable quarterly other than the Series O, Series R and Series S preferred stock, which are payable semiannually, with the Series
O payable in different quarters than the Series R and Series S preferred stock.

S-7
Table of Contents
BALANCE SHEET DATA

December 31

September 30

December 31
Dollars in millions, except per share data

2019

2019

2018

Assets

$ 410,295
$
408,916
$ 382,315
Loans (a)

$ 239,843
$
237,377
$ 226,245
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
Allowance for loan and lease losses

$
2,742
$
2,738
$
2,629
Interest-earning deposits with banks

$
23,413
$
19,036
$
10,893
Investment securities

$
86,824
$
87,883
$
82,701
Loans held for sale (a)

$
1,083
$
1,872
$
994
Equity investments (b)

$
13,734
$
13,325
$
12,894
Mortgage servicing rights

$
1,644
$
1,483
$
1,983
Goodwill

$
9,233
$
9,233
$
9,218
Other assets (a)

$
32,202
$
35,774
$
34,408
Noninterest-bearing deposits

$
72,779
$
74,077
$
73,960
Interest-bearing deposits

$ 215,761
$
211,506
$ 193,879
Total deposits

$ 288,540
$
285,583
$ 267,839
Borrowed funds (a)

$
60,263
$
61,354
$
57,419
Total shareholders' equity

$
49,314
$
49,420
$
47,728
Common shareholders' equity

$
45,321
$
45,428
$
43,742
Accumulated other comprehensive income (loss)

$
799
$
837
$
(725)
Book value per common share

$
104.59
$
103.37
$
95.72
Period end common shares outstanding (millions)

433

439

457
Loans to deposits

83%

83%

84%

(a)
Amounts include assets and liabilities for which we have elected the fair value option. Our third quarter 2019 Form 10-Q included, and our
2019 Form 10-K will include, additional information regarding these Consolidated Balance Sheet line items.
(b)
Amounts include our equity investment in BlackRock.
The preliminary financial data referred to above has been prepared by, and is the responsibility of, PNC's management.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to such preliminary financial data.
Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

S-8
Table of Contents
The Offering
The following description contains basic information about the Senior Notes and this offering. This description is not complete and does not contain
all of the information that you should consider before investing in the Senior Notes. For a more complete understanding of the Senior Notes, you
should read the section of this prospectus supplement entitled "Certain Terms of the Senior Notes" and the section in the accompanying prospectus
entitled "Description of Debt Securities." To the extent the following information is inconsistent with the information in the accompanying
prospectus, you should rely on the following information.

Securities Offered
2.550% Senior Notes due January 22, 2030

Issuer
The PNC Financial Services Group, Inc.

Aggregate Principal Amount
$2,000,000,000

Maturity Date
January 22, 2030

Issue Date
January 22, 2020

Issue Price
99.720% plus accrued interest, if any, from and including January 22, 2020

Interest Rate
2.550% annually

Interest Payment Dates
Each January 22 and July 22, commencing July 22, 2020

Record Dates
Each January 15 and July 15

https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
Form
Fully-registered global notes in book-entry form

Denominations
$2,000 and integral multiples of $1,000 in excess thereof

Further Issuance
The Senior Notes will be limited initially to $2,000,000,000 in aggregate principal amount.
PNC may, however, "reopen" the Senior Notes and issue an unlimited principal amount of
additional notes in the future without the consent of the holders.

Use of Proceeds
We estimate that the net proceeds of this offering will be approximately $1,985,000,000,
after deducting underwriting discounts and commissions and estimated expenses. We expect
to use the net proceeds from the sale of the Senior Notes for general corporate purposes,
which may include: advances to our subsidiaries to finance their activities, repayment of
outstanding indebtedness and repurchases of our common stock.

Optional Redemption
The Senior Notes will be redeemable in whole or in part by us on or after the 90th day prior
to the maturity date at 100% of the principal amount of the notes (par), plus accrued and
unpaid interest thereon to the date of redemption. We will provide 10 to 60 calendar days'
notice of redemption to the registered holders of the Senior Notes.

Risk Factors
Investing in the Senior Notes involves certain risks. See page S-11.

S-9
Table of Contents
Ranking
The Senior Notes are our direct, unsecured and unsubordinated obligations and rank equal in
priority with all of our existing and future unsecured and unsubordinated indebtedness and
senior in right of payment to all of our existing and future subordinated indebtedness.
Conflicts of Interest
Our affiliate, PNC Capital Markets LLC, is a member of FINRA and is participating in the distribution of the Senior Notes. The distribution
arrangements for this offering comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm's participation in the distribution
of securities of an affiliate. In accordance with Rule 5121, PNC Capital Markets LLC may not make sales in this offering to any discretionary account
without the prior approval of the customer. Our affiliates, including PNC Capital Markets LLC, may use this prospectus supplement and the
accompanying 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.

S-10
Table of Contents
Risk Factors
Your investment in the Senior Notes involves risks. This prospectus supplement does not describe all of those risks. Before purchasing any of the Senior
Notes, you should carefully consider the following risk factors, which are specific to the Senior Notes being offered, as well as the risks and other
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the discussion under
"Item 1A--Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, as such discussion may be amended or updated in
other reports filed by us with the SEC.
We and our subsidiaries have significant leverage and debt obligations; payments on the Senior Notes will depend on receipt of dividends and
distributions from our subsidiaries.
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

424B2
We are a holding company and we conduct substantially all of our operations through subsidiaries, including PNC Bank, National Association, which is
our principal banking subsidiary. We depend on dividends, distributions and other payments from our subsidiaries to meet our obligations, including to
fund payments on the Senior Notes, and to provide funds for payment of dividends to our shareholders, to the extent declared by our board of directors.
There are various legal limitations on the extent to which PNC Bank, National Association and our other subsidiaries can finance or otherwise supply funds
to us (by dividend or otherwise) and certain of our affiliates. In addition, contractual or other restrictions may also limit our subsidiaries' abilities to pay
dividends or make distributions, loans or advances to us. For these reasons, we may not have access to any assets or cash flow of our subsidiaries to make
payments on the Senior Notes.
The Senior Notes are structurally subordinated to the debt of our subsidiaries, which means that creditors (including depositors) of our subsidiaries
generally will be paid from those subsidiaries' assets before holders of the Senior Notes would have any claims to those assets.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the Senior Notes, to participate in the distribution or
allocation of the assets of any subsidiary during its liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors, unless we
are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our banking subsidiaries would be
subordinate in right of payment to deposits and to other indebtedness of these banking subsidiaries. Claims from creditors (other than us) against the
subsidiaries may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold
under repurchase agreements, and other short-term borrowings.
Our credit ratings may not reflect all risks of an investment in the Senior Notes.
The cost and availability of short-term and long-term funding, as well as collateral requirements for certain derivative instruments, is influenced by our
credit ratings. Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings may
generally affect the market value of the Senior Notes. Our credit ratings, however, may not reflect the potential impact of risks related to market or other
factors discussed above on the value of the Senior Notes.
The Senior Notes will not be guaranteed by the FDIC, any other governmental agency or any of our subsidiaries.
The Senior Notes are not bank deposits and are not insured by the FDIC or any other governmental agency, nor are they obligations of, or guaranteed by, a
bank. The Senior Notes will be obligations of The PNC Financial Services Group, Inc. only and will not be guaranteed by any of our subsidiaries,
including PNC Bank, National Association, which is our principal banking subsidiary.

S-11
Table of Contents
The indenture governing the Senior Notes does not contain any limitations on our ability to incur additional indebtedness, issue preferred stock, sell or
otherwise dispose of assets, pay dividends or repurchase our capital stock.
Neither we nor any of our subsidiaries is restricted from incurring additional indebtedness or other liabilities, including additional senior or subordinated
indebtedness, under the indenture governing the terms of the Senior Notes. If we incur additional indebtedness or liabilities, our ability to pay our
obligations on the Senior Notes could be adversely affected. We expect that we will from time to time incur additional indebtedness and other liabilities. In
addition, we are not restricted under the indenture governing the Senior Notes from issuing preferred stock, paying dividends or issuing or repurchasing our
securities.
In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction,
reorganization, default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you, except to the extent the
merger covenant described under "Description of Debt Securities--Certain Covenants" in the accompanying prospectus would apply to the transaction.
An active trading market for the Senior Notes may not develop.
The Senior Notes constitute a new issue of securities, for which there is no existing market. We do not intend to apply for listing of the Senior Notes on any
securities exchange or for quotation of the Senior Notes in any automated dealer quotation system. We cannot provide you with any assurance regarding
whether a trading market for the Senior Notes will develop, the ability of holders of the Senior Notes to sell their Senior Notes or the prices at which
holders may be able to sell their Senior Notes. The underwriters have advised us that they currently intend to make a market in the Senior Notes. The
underwriters, however, are not obligated to do so, and any market-making with respect to the Senior Notes may be discontinued at any time without notice.
You should also be aware that there may be a limited number of buyers when you decide to sell your Senior Notes. This may affect the price you receive
for your Senior Notes or your ability to sell your Senior Notes at all.
If a trading market for the Senior Notes develops, changes in our credit ratings or the debt markets, amongst others, could adversely affect the market
price of the Senior Notes.
Credit rating agencies continually review their ratings for the companies they follow, including us. A negative change in our rating could have an adverse
https://www.sec.gov/Archives/edgar/data/713676/000119312520009805/d873081d424b2.htm[1/17/2020 12:29:38 PM]

Document Outline

#1">
- #1">