Item 8.01 Other Events
On January 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 due January 22, 2030 (the "Notes"). The Notes were
sold pursuant to an Underwriting Agreement dated January 16, 2020 (the
"Underwriting Agreement") entered into by the Corporation, J.P. Morgan
Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and PNC
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, dated September 6, 2012 (the
"Indenture"), between the Corporation and The 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, dated January 16, 2020 and filed
with the Securities and Exchange Commission (the "Commission") on January 17,
2020, to the accompanying prospectus filed with the Commission on December 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 by Alicia 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, 2012
         January 15, 2010, as amended by
         Post-Effective Amendment No. 1
         filed on September 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



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