Obligation PNC Financial Group 4.85% ( US693475AM77 ) en USD

PNC Financial Group

100.54 % ⇌

Etats-unis

US693475AM77 ( en USD )

4.85% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation PNC Financial Services Group US693475AM77 en USD 4.85%, échéance Perpétuelle

1 000 USD

500 000 000 USD

693475AM7

BBB- ( Qualité moyenne inférieure )

01/12/2025 ( Dans 136 jours )

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 émise par PNC Financial Group ( Etats-unis ) , en USD, avec le code ISIN US693475AM77, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par PNC Financial Group ( Etats-unis ) , en USD, avec le code ISIN US693475AM77, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d482566d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Aggregate
offering
Amount of
Class of securities offered

price

Registration Fee (1)
Depositary Shares (each representing a 1/100th interest in a share of Fixed-to-Floating Rate Non-
Cumulative Perpetual Preferred Stock, Series R)

$500,000,000

$68,200

(1)
The filing fee of $68,200 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)
Registration No. 333-185555
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 19, 2012)

THE PNC FINANCIAL SERVICES GROUP, INC.
500,000 Depositary Shares Each Representing a 1/100th
Interest in a Share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series R
We are offering 500,000 depositary shares each representing a 1/100th ownership interest in a share of Fixed-to-Floating Non-Cumulative
Perpetual Preferred Stock, Series R, $1.00 par value, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary
share) (the "Preferred Stock"). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred
Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
For a discussion of certain risks that you should consider in connection with an investment in the depositary shares, see "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2012 and all subsequent filings under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as the additional risk factors contained in this
prospectus supplement beginning on page S-14.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of the board.
Dividends will accrue and be payable from the date of issuance to, but excluding, June 1, 2023 at a rate of 4.850% per annum, payable semi-
annually, in arrears, on June 1 and December 1 of each year, beginning on December 1, 2013 and ending on June 1, 2023. From and including
June 1, 2023, we will pay dividends when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a
spread of 3.04% per annum, payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on
September 1, 2023. Upon payment of any dividends on the Preferred Stock, holders of depositary shares will receive a proportionate payment.
Dividends on the Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of the board does not declare a
dividend on the Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be
payable on the applicable dividend payment date, or be cumulative, and we will have no obligation to pay any dividend for that dividend period,
whether or not our board of directors or a duly authorized committee of our board declares a dividend on the Preferred Stock for any future
dividend period.
We may redeem the Preferred Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after June 1, 2023
at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, or (ii) in
whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to
$100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends and any accrued and unpaid dividends
(whether or not declared) to the redemption date. If we redeem the Preferred Stock, the depositary will redeem a proportionate number of
depositary shares.
The Preferred Stock will not have any voting rights, except as set forth under "Description of Preferred Stock--Voting Rights" on page S-24.
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Prospectus Supplement
Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the Federal Deposit Insurance
Corporation or any other government agency.
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of the
depositary shares or Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

Per Depositary Share
Total

Public Offering Price(1)

$
1,000
$500,000,000
Underwriting Discounts and Commissions

$
10
$
5,000,000
Proceeds (before expenses)

$
990
$495,000,000

(1) Plus accrued dividends, if any, from the date of original issuance, which is expected to be May 7, 2013.
The underwriters expect to deliver the depositary shares 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 S.A.
("Clearstream"), on or about May 7, 2013.
Because our affiliate, PNC Capital Markets LLC, is participating in the offer and sale of the depositary shares, the offering is being conducted in
compliance with Financial Industry Regulatory Authority ("FINRA") Rule 5121.
Joint Book-Running Managers

J.P. Morgan
Citigroup
PNC Capital Markets LLC

Joint Lead Managers

Goldman Sachs & Co.
Morgan Stanley

Co-Manager
Sandler O'Neill + Partners, L.P.
May 2, 2013
Table of Contents
Table of Contents

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Cautionary Statement Regarding Forward-Looking Statements
S-1
Incorporation of Certain Documents by Reference
S-4
Summary (including Conflicts of Interest)
S-6
Risk Factors
S-14
Consolidated Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends
S-18
Use of Proceeds
S-19
Description of Preferred Stock
S-20
Description of Depositary Shares
S-28
Book-Entry Issuance
S-30
Certain U. S. Federal Income Tax Considerations
S-33
Underwriting (including Conflicts of Interest)
S-39
Legal Matters
S-42
Experts
S-42
Prospectus

About This Prospectus

1
Where You Can Find More Information

2
Risk Factors

3
Forward-Looking Statements

3
The PNC Financial Services Group, Inc.

6
PNC Funding Corp

6
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Prospectus Supplement
Consolidated Ratio of Earnings to Fixed Charges and Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends

7
Use of Proceeds

8
Description of Debt Securities of The PNC Financial Services Group, Inc.

8
Description of PNC Funding Debt Securities and Guarantees

18
Description of Common Stock

29
Description of Preferred Stock

32
Description of Depositary Shares

44
Description of Purchase Contracts

46
Description of Units

46
Descriptions of Warrants

47
Global Securities

49
Certain Tax Considerations

53
Plan of Distribution (including Conflicts of Interest)

54
Legal Opinions

58
Experts

58

S-i
Table of Contents
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.
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.
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 and the accompanying prospectus 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 therein. 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 offering to sell the depositary shares and the Preferred Stock only in places where sales are permitted. We are not, and the underwriters are
not, making an offer to sell the depositary shares or the Preferred Stock 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 depositary shares or the Preferred Stock 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, capital levels and ratios, liquidity levels, asset levels, asset quality, financial position, and
other matters regarding or affecting PNC and its 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 subject to numerous assumptions, risks and uncertainties, which change over time. 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
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Prospectus Supplement
events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

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 liquidity and other functioning of U.S. and global financial markets.

·
The impact on financial markets and the economy of any changes in the credit ratings of U.S. Treasury obligations and other

U.S. government-backed debt, as well as issues surrounding the level of U.S. and European government debt and concerns
regarding the creditworthiness of certain sovereign governments, supranationals and financial institutions in Europe.

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

market interest rates.

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

·
Slowing or failure of the current moderate economic expansion.

·
Continued effects of aftermath of recessionary conditions and uneven spread of positive impacts of recovery on the economy and

our counterparties, including adverse impacts on levels of unemployment, loan utilization rates, delinquencies, defaults and
counterparty ability to meet credit and other obligations.

·
Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and

regulatory initiatives, or other factors.

· Our forward-looking financial statements are subject to the risk that economic and financial market conditions will be substantially
different than we are currently expecting. These statements are based on our current view that the moderate economic expansion will

persist and interest rates will remain very low in 2013, despite drags from Federal fiscal restraint and a European recession. These
forward-looking statements also do not, unless otherwise indicated, take into account the impact of potential legal and regulatory
contingencies.

· PNC's ability to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase
common stock under current or future programs, or issue or redeem preferred stock or other regulatory capital instruments, is subject to

the review of such proposed actions by the Federal Reserve as part of PNC's comprehensive capital plan for the applicable period in
connection with the regulators' 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.

· PNC's 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 (particularly those implementing the Basel Capital Accords), and management actions

affecting the composition of PNC's balance sheet. In addition, PNC's 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 on the ongoing
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 retention, liquidity, funding, and ability to attract and retain management. These developments could
include:

·
Changes resulting from legislative and regulatory reforms, including major reform of the regulatory oversight structure of the

financial services industry and changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and
other industry aspects,

S-2
Table of Contents
and changes in accounting policies and principles. We will be impacted by extensive reforms provided for in the Dodd-Frank

Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and otherwise growing out of the recent financial
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Prospectus Supplement
crisis, the precise nature, extent and timing of which, and their impact on us, remains uncertain.

·
Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and to Basel-

related initiatives.

·
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 include proceedings, claims,

investigations, or inquiries relating to pre-acquisition business and activities of acquired companies, such as National City.
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 third-party insurance, derivatives, and capital management techniques, and to meet evolving
regulatory capital standards. In particular, our results currently depend on our ability to manage elevated levels of impaired assets.

· Business and operating results also include impacts relating to our equity interest in BlackRock, Inc. ("BlackRock") 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 by acquiring from time to time other financial services companies, financial services assets and related
deposits and other liabilities. Acquisition risks and uncertainties include those presented by the nature of the business acquired,

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. Industry restructuring in the current environment could also impact our business and

financial performance through changes in counterparty creditworthiness and performance and in the competitive and regulatory
landscape. Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and
meet competitive demands.

· Business and operating results can also be affected by widespread natural and other disasters, dislocations, terrorist activities 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 2012 Form 10-K filed with the SEC and available as described under "--
Incorporation of Certain Documents by Reference," including in the Risk Factors and Risk Management sections and the Legal Proceedings and
Commitments and Guarantees Notes of the Notes To Consolidated Financial Statements in 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.

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
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 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.

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Prospectus Supplement
Filing

Period or date filed
Annual Report on Form 10-K
Year ended December 31, 2012
Current Reports on Form 8-K
Filed with the SEC on February 7, 2013; February 21, 2013; March
1, 2013 (with respect to Item 5.02(e)); March 15, 2013; March 19,
2013; March 22, 2013; April 8, 2013; April 29, 2013; and May 1,
2013.
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
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.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: Shareholder Services
Telephone: (800) 982-7652
www.computershare.com/contactus

S-5
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Prospectus Supplement
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 depositary shares. You should pay
special attention to the "Risk Factors" section of this prospectus supplement to determine whether an investment in the depositary shares 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, corporate and institutional banking, asset management, and residential mortgage banking, providing
many of its products and services nationally and others in PNC's primary geographic markets located in Pennsylvania, Ohio, New Jersey,
Michigan, Illinois, Maryland, Indiana, North Carolina, Florida, Kentucky, Washington, D.C., Delaware, Alabama, Virginia, Georgia,
Missouri, Wisconsin, and South Carolina. PNC also provides certain products and services internationally. As of December 31, 2012, PNC
Financial had total consolidated assets of approximately $305.1 billion, total consolidated deposits of approximately $213.1 billion and total
consolidated shareholders' equity of approximately $39.0 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 One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, and its telephone
number is 412-762-2000.

S-6
Table of Contents
Recent Developments
First Quarter Earnings
On April 17, 2013, PNC reported its unaudited preliminary financial results for the first quarter of 2013. PNC reported net income of $1.0
billion for the first quarter of 2013 compared with net income of $811 million for the first quarter of 2012.
The tables below present highlights of our unaudited preliminary consolidated financial results.
FINANCIAL RESULTS
Dollars in millions (unaudited)

Three months ended

March 31,
December 31,
March 31,

2013

2012

2012

Revenue

Net interest income

$ 2,389
$
2,424
$ 2,291
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Noninterest income

1,566

1,645
1,441

Total revenue

3,955

4,069
3,732
Noninterest expense

2,395

2,829
2,455
Provision for credit losses

236

318

185
Income before income taxes and noncontrolling interests

$ 1,324
$
922
$ 1,092
Net income(b)

$ 1,004
$
719
$
811
Net income (loss) attributable to noncontrolling interests

(9)

1

6
Preferred stock dividends and discount accretion

75

54

39

Net income attributable to common shareholders

$
938
$
664
$
766

Certain prior period amounts included in this section have been reclassified to conform with the current period presentation which we believe
is more meaningful to readers of our consolidated financial results.

S-7
Table of Contents
BALANCE SHEET DATA
Dollars in millions, except per share data

March 31,
March 31,
2013
December 31,
2012

(unaudited)

2012

(unaudited)
Assets

$ 300,812
$ 305,107
$ 295,883
Loans(a)(b)

186,504

185,856
176,214
Allowance for loan and lease losses(a)

3,828

4,036

4,196
Interest-earning deposits with banks(a)

1,541

3,984

2,084
Investment securities(a)

59,361

61,406
64,554
Loans held for sale(b)

3,295

3,693

2,456
Goodwill and other intangible assets

10,996

10,869
11,188
Equity investments(a)(c)

11,008

10,877
10,352
Noninterest-bearing deposits

64,652

69,980
62,463
Interest-bearing deposits

146,968

143,162
143,664
Total deposits

211,620

213,142
206,127
Transaction deposits

175,407

176,705
164,575
Borrowed funds(a)

37,647

40,907
42,539
Shareholders' equity

39,663

39,003
35,045
Common shareholders' equity

36,072

35,413
33,408
Accumulated other comprehensive income

767

834

281
Book value per common share

68.23

67.05

63.26
Common shares outstanding (millions)

529

528

528
Loans to deposits

88%

87%

85%

(a)
Amounts include consolidated variable interest entities. Our Form 10-K for the year ended December 31, 2012 included, and our Form
10-Q for the period ended March 31, 2013 will include, additional information regarding these Consolidated Balance Sheet line items.

(b)
Amounts include assets for which we have elected the fair value option. Our Form 10-K for the year ended December 31, 2012
included, and our Form 10-Q for the period ended March 31, 2013 will include, additional information regarding these Consolidated
Balance Sheet line items.

(c)
Amounts include our equity interest in BlackRock.
The preliminary financial data referred to above as of and for the period ended March 31, 2013 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
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Prospectus Supplement
Table of Contents
The Offering
The following description contains basic information about the depositary shares, the Preferred Stock and this offering. This description is not
complete and does not contain all of the information that you should consider before investing in the depositary shares. For a more complete
understanding of the depositary shares and the Preferred Stock, you should read "Description of Preferred Stock" and "Description of
Depositary Shares" in this prospectus supplement as well as "Description of Preferred Stock" and "Description of Depositary Shares" in the
accompanying prospectus. To the extent the following information is inconsistent with the information in the accompanying prospectus, you
should rely on the following information.

Issuer
The PNC Financial Services Group, Inc.

Securities Offered
500,000 depositary shares each representing a 1/100th ownership interest in a share of
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series R, $1.00 par
value, with a liquidation preference of $100,000 per share (equivalent to $1,000 per
depositary share) of PNC (the "Preferred Stock"). Each holder of a depositary share will
be entitled, through the depositary, in proportion to the applicable fraction of a share of
Preferred Stock represented by such depositary share, to all the rights and preferences of
the Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).

We reserve the right to re-open this series of preferred stock and issue additional shares
of the Preferred Stock and depositary shares representing the Preferred Stock either
through public or private sales at any time and from time to time. The additional shares

of Preferred Stock, and the depositary shares representing such Preferred Stock, would
form a single series with the shares of Preferred Stock and the depositary shares offered
by this prospectus supplement.

Dividends
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of
directors or a duly authorized committee of the board. Dividends will accrue and be
payable from the date of issuance to, but excluding, June 1, 2023 at a rate of 4.850% per
annum, payable semi-annually, in arrears. From and including June 1, 2023, we will
pay dividends based on the liquidation preference of the Preferred Stock, when, as, and
if declared by our board or such committee at a floating rate equal to three-month
LIBOR plus a spread of 3.04% per annum, payable quarterly, in arrears, (each such rate,
a "dividend rate"). See also "Dividend Payment Dates" on page S-11. Upon payment of
any dividends on the Preferred Stock, holders of depositary shares will receive a
proportionate payment.

Dividends on the Preferred Stock will not be cumulative. If our board of directors or a
duly authorized committee of the board does not declare a dividend on the Preferred

Stock in respect of a dividend period, then no dividend shall be deemed to have accrued
for such dividend period, be payable on the applicable dividend payment date, or be
cumulative, and we will have no obligation to pay any dividend

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for that dividend period, whether or not our board of directors or a duly authorized

committee of our board declares a dividend on the Preferred Stock for any future
dividend period.

Notwithstanding any other provision hereof, dividends on the Preferred Stock shall not
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Prospectus Supplement
be declared, paid or set aside for payment to the extent such act would cause PNC to fail

to comply with the laws and regulations applicable thereto, including applicable capital
adequacy guidelines.

During any dividend period while the Preferred Stock is outstanding, unless, in each
case, the full dividends for the preceding dividend period on all outstanding shares of

Preferred Stock have been declared and paid or declared and a sum sufficient for the
payment thereof has been set aside:

· no dividend will be declared or paid or set aside for payment and no distribution will

be declared or made or set aside for payment on any junior stock, other than:

· a dividend payable solely in junior stock, or

· any dividend in connection with the implementation of a shareholders' rights plan,

or the redemption or repurchase of any rights under any such plan;

· no shares of junior stock shall be repurchased, redeemed or otherwise acquired for
consideration by us, directly or indirectly (nor shall any monies be paid to or made

available for a sinking fund for the redemption of any such securities by us) other
than:

· as a result of a reclassification of junior stock for or into other junior stock;

· the exchange or conversion of one share of junior stock for or into another share of

junior stock;

· through the use of the proceeds of a substantially contemporaneous sale of other

shares of junior stock;

· purchases, redemptions or other acquisitions of shares of junior stock in

connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or consultants;

· purchases of shares of junior stock pursuant to a contractually binding requirement

to buy junior stock existing prior to the preceding dividend period, including
under a contractually binding stock repurchase plan, or

· the purchase of fractional interests in shares of junior stock pursuant to the

conversion or exchange provisions of such stock or the security being converted or
exchanged; and

· no shares of parity stock shall be repurchased, redeemed or otherwise acquired for

consideration by us otherwise than pursuant

S-10
Table of Contents
to pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and

such parity stock except by conversion into or exchange for junior stock.

When dividends are not paid in full upon the shares of Preferred Stock and any parity
stock, all dividends declared upon shares of Preferred Stock and any parity stock will be
declared on a proportional basis so that the amount of dividends declared per share will
bear to each other the same ratio that accrued dividends for the then-current dividend
period per share on the Preferred Stock, and accrued dividends, including any
accumulations, on any parity stock, bear to each other.

Dividend Payment Dates
Dividends on the Preferred Stock will be payable when, as, and if declared by our board
of directors or a duly authorized committee of our board, in arrears, semi-annually on
June 1 and December 1 of each year, beginning on December 1, 2013 and ending on
June 1, 2023, and, thereafter, quarterly on March 1, June 1, September 1, and December
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Document Outline

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