Item 8.01 Other Events OnJanuary 22, 2020 ,The PNC Financial Services Group, Inc. (the "Corporation") completed the public offer and sale of$2,000,000,000 aggregate principal amount of its 2.550% Senior Notes dueJanuary 22, 2030 (the "Notes"). The Notes were sold pursuant to an Underwriting Agreement datedJanuary 16, 2020 (the "Underwriting Agreement") entered into by the Corporation,J.P. Morgan Securities LLC ,Goldman Sachs & Co. LLC ,Morgan Stanley & Co. LLC andPNC Capital Markets LLC . The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by reference. The Notes were issued under an Indenture, datedSeptember 6, 2012 (the "Indenture"), between the Corporation andThe Bank of New York Mellon , as trustee. The underwritten offering described in this Current Report on Form 8-K is more fully described in the prospectus supplement, datedJanuary 16, 2020 and filed with theSecurities and Exchange Commission (the "Commission") onJanuary 17, 2020 , to the accompanying prospectus filed with the Commission onDecember 14, 2018 , as part of the Company's Registration Statement on Form S-3ASR (File No. 333-228804) (the "Registration Statement"). The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the full text of such agreements. Copies of the Underwriting Agreement, the Indenture and the Form of Note are filed or incorporated by reference as Exhibits 1.1, 4.1 and 4.2, respectively. A copy of the legality opinion delivered byAlicia G. Powell , counsel to the Corporation in connection with the issuance of the Notes, is attached hereto as Exhibit 5.1. This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Notes as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Number Description Method of Filing 1.1 Underwriting Agreement dated as of January 16, 2020 Filed herewith 4.1 Indenture, dated as of September Incorporated herein by reference to 6, 2012, between the Corporation Exhibit 4.19 of Form S-3 filed on and The Bank of New York Mellon January 15, 2010, as amended by (incorporated by reference to Post-Effective Amendment No. 1 filed Exhibit 4.19 of Form S-3 filed on on September 6, 2012January 15, 2010 , as amended by Post-Effective Amendment No. 1 filed onSeptember 6, 2012 ) 4.2 Form of 2.550% Senior Note due January 22, 2030 Filed herewith 5.1 Opinion of Alicia G. Powell Filed herewith 23.1 Consent of Alicia G. Powell (included in Exhibit 5.1) Filed herewith 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL - 2 -
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