What is the purpose of issuing this Series K Preferred Stock?

The issuance of Series K Preferred Stock is a capital-raising activity by PNC Financial Services Group. Preferred stock is often issued to strengthen a company's balance sheet, meet regulatory capital requirements, or fund operations and acquisitions without diluting common shareholder voting rights to the same extent as common stock offerings. The 'Fixed-to-Floating' nature suggests an initial fixed dividend rate that converts to a floating rate after a certain period.

What are the implications of the 'Non-Cumulative' feature of the preferred stock?

The 'Non-Cumulative' feature means that if PNC Financial Services Group is unable to pay dividends on the Series K Preferred Stock in any given period, those missed dividends are not accumulated and do not need to be paid in the future. The company would only be obligated to pay dividends for the periods in which they are declared.

Where can I find more details about the terms of the Series K Preferred Stock?

Detailed information about the Series K Preferred Stock can be found in the incorporated exhibits to this Form 8-K filing, specifically the Amendment No. 1 to the Amended and Restated Articles of Incorporation (Exhibit 4.1), the Form of Certificate Representing the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series K (Exhibit 4.2), and the Deposit Agreement (Exhibit 4.3).

PNC 8-K SEC Disclosure — May 27, 2008

Q: Who are the underwriters for this offering?

The underwriters for this public offering were Merrill Lynch, Pierce, Fenner & Smith Incorporated and JP Morgan Securities Inc., acting as representatives of the underwriters.

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K report on May 26, 2008, detailing the closing of a public offering of 500,000 Depositary Shares. Each Depositary Share represents a 1/10th interest in the company's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series K. This offering was conducted under an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and JP Morgan Securities Inc., and the securities were registered under a Form S-3 registration statement. This filing also incorporates by reference the Amendment No. 1 to the company's Amended and Restated Articles of Incorporation, which formally established the terms of the Series K Preferred Stock. Investors should note that this issuance of preferred stock represents a new class of equity with specific dividend and liquidation preferences, aiming to bolster the company's capital structure at a time of potential market volatility. The filing includes the underwriting agreement, deposit agreement, and forms of the preferred stock certificate and depositary receipt.

Key Highlights

1PNC Financial Services Group closed a public offering of 500,000 Depositary Shares on May 21, 2008.
2Each Depositary Share represents a 1/10th ownership interest in Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series K.
3The offering was underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated and JP Morgan Securities Inc.
4The Series K Preferred Stock's designations, preferences, limitations, and rights were formally established via an amendment to the company's Articles of Incorporation.
5The securities were registered under a Form S-3 registration statement.
6The filing includes the Underwriting Agreement, Deposit Agreement, and forms of the Preferred Stock Certificate and Depositary Receipt as exhibits.

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Corporate Update (May 27, 2008)

Summary

Key Highlights

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