8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

April 23, 2013

Date of Report (Date of earliest event reported)

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-09718

Pennsylvania	25-1435979
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

(Address of principal executive offices, including zip code)

(412) 762-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2013, senior executives of The PNC Financial Services Group, Inc. (the “Corporation”) gave a presentation at the Corporation’s 2013 Annual Meeting of Shareholders pertaining to financial performance for full year 2012 and the first quarter of 2013 and business strategies accompanied by a series of electronic slides. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant)
Date: April 23, 2013	By:	/s/ Gregory H. Kozich
		Gregory H. Kozich
		Senior Vice President and Controller

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EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Slide presentation and related material for the Corporation’s 2013 Annual Meeting of Shareholders		Furnished herewith

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EX-99.1

The PNC Financial Services Group, Inc.

Annual Meeting of Shareholders

April 23, 2013

Exhibit 99.1

James E. Rohr

Chairman and Chief Executive Officer

Cautionary Statement Regarding Forward-Looking

Information and Adjusted Information

This presentation includes “snapshot” information about PNC used by way of illustration.  It is not intended as a full business or financial review and

should be viewed in the context of all of the information made available by PNC in its SEC filings.  The presentation also contains forward-looking

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.  Forward-looking statements are necessarily subject to

numerous assumptions, risks and uncertainties, which change over time.  The forward-looking statements in this presentation are qualified by the

factors affecting forward-looking statements identified in the more detailed Cautionary Statement included in the Appendix, which is included in the

version of the presentation materials posted on our corporate website at www.pnc.com/investorevents and in our SEC filings.  We provide greater

detail regarding these as well as other factors in our 2012 Form 10-K, including in the Risk Factors and Risk Management sections and in the Legal

Proceedings and Commitments and Guarantees Notes of the Notes To Consolidated Financial Statements in that report, and in our subsequent SEC

filings.  Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this presentation or in

SEC filings, accessible on the SEC’s website at www.sec.gov and on PNC’s corporate website at www.pnc.com/secfilings.  We have included web

addresses in this presentation as inactive textual references only.  Information on these websites is not part of this presentation.  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 in this presentation speak only as of the date of this presentation.  We do not assume any duty

and do not undertake to update those statements.  Actual results or future events could differ, possibly materially, from those anticipated in forward-

looking statements, as well as from historical performance.

In this presentation, we may sometimes refer to adjusted results to help illustrate the impact of certain types of items. This information supplements

our results as reported in accordance with GAAP and should not be viewed in isolation from, or as a substitute for, our GAAP results.  We believe that

this additional information and the reconciliations we provide may be useful to investors, analysts, regulators and others to help evaluate the impact

of these respective items on our operations.  We may also provide information on the components of net interest income (purchase accounting

accretion and the core remainder) and the impact of purchase accounting accretion on net interest margin. We believe that core net interest margin

(net interest margin less (annualized purchase accounting accretion divided by average interest-earning assets)), a non-GAAP measure, is useful as a

tool to help evaluate the impact of purchase accounting accretion on net interest margin. Where applicable, we provide GAAP reconciliations for such

additional information, including in other slides and materials on our corporate website at www.pnc.com/investorevents and in our SEC filings.  In

certain discussions, we may also provide information on yields and margins for all interest-earning assets calculated using net interest income on a

taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on

taxable investments.  We believe this adjustment may be useful when comparing yields and margins for all earning assets.  We may also use

annualized, proforma, estimated or third party numbers for illustrative or comparative purposes only.  These may not reflect actual results.

This presentation may also include discussion of other non-GAAP financial measures, which, to the extent not so qualified therein or in the Appendix,

is qualified by GAAP reconciliation information available on our corporate website at www.pnc.com under “About PNC–Investor Relations.” 

2012 Achievements

2012 financial

summary

Net income

Diluted EPS from

net income

Return on average

assets

$3.0 billion

$5.30

1.02%

Exceptional customer growth across our businesses

Strong loan, deposit and revenue growth

Expenses reflect overall business investments

Overall credit quality improved

Capital and liquidity remained strong

Expanded into Southeastern markets with RBC Bank (USA) acquisition

Highlights

PNC Is Well-Positioned to Continue to Create Shareholder Value.

William S. Demchak

President

Strong First Quarter Results in Challenging Environment

Continued growth in customers and loans

Strengthened capital position

Increased common dividend by 10% to $.44 per share effective

with May dividend

1Q13 balance sheet highlights

Net income of $1 billion; Diluted EPS of $1.76

Solid revenue, disciplined expense management and improved

returns

Significant expense reduction from last quarter

Delivered strong returns

1Q13 income statement highlights

–

Return on average assets of 1.34%

–

Return on average common equity of 10.68%

Drive growth in newly acquired and

underpenetrated markets

Capture more investable assets

Build a stronger Residential Mortgage Banking

business

Redefine the Retail Banking business

Manage expenses

2013 Strategic Priorities

Cautionary Statement Regarding Forward-Looking

Information

This presentation includes “snapshot” information about PNC used by way of illustration and is not intended as a full business or financial

review.  It should not be viewed in isolation but rather in the context of all of the information made available by PNC in its SEC filings.

We also make statements in this presentation, 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 PrivateSecurities

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 events could differ, possibly materially, from those anticipated in forward-looking statements, as well as

from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties.

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

  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.

•

Cautionary Statement Regarding Forward-Looking

Information

(continued)

•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, 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 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. 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.

Cautionary Statement Regarding Forward-Looking

Information

(continued)

•We grow our business in part by acquiring from time to time other financial services companies, financial services assets andrelated 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, whichcan 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, 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, and 

in our subsequent SEC filings.  Our forward-looking statements may also be subject to other risks and uncertainties, including those we may 

discuss elsewhere in this presentation or in SEC filings, accessible on the SEC’s website at www.sec.gov and on our corporate website at

www.pnc.com/secfilings.  We have included these web addresses as inactive textual references only.  Information on these websites is not part of

this document.

Any annualized, proforma, estimated, third party or consensus numbers in this presentation are used for illustrative or comparative purposes only

and may not reflect actual results.  Any consensus earnings estimates are calculated based on the earnings projections made by analysts who cover

that company.  The analysts’ opinions, estimates or forecasts (and therefore the consensus earnings estimates) are theirs alone, are not those of 

PNC or its management, and may not reflect PNC’s or other company’s actual or anticipated results.