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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________
FORM 10-Q
______________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to         
    
Commission file number 001-09718
The PNC Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________________
Pennsylvania 25-1435979
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2401
(Address of principal executive offices, including zip code)

(888) 762-2265
(Registrant’s telephone number including area code)

(Former name, former address and former fiscal year, if changed since last report)
___________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)
 Name of Each Exchange
    on Which Registered    
Common Stock, par value $5.00PNCNew York Stock Exchange
Depositary Shares Each Representing a 1/4,000 Interest in a Share of Fixed-to-
    Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P
PNC PNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    Yes  ☐  No  
As of July 13, 2022, there were 410,124,004 shares of the registrant’s common stock ($5 par value) outstanding.


THE PNC FINANCIAL SERVICES GROUP, INC.
Cross-Reference Index to Second Quarter 2022 Form 10-Q

 Pages
PART I – FINANCIAL INFORMATION
Item 1.   Financial Statements (Unaudited).
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Item 3. Quantitative and Qualitative Disclosures about Market Risk.21-38, 48-49 and 82-88
Item 4. Controls and Procedures.



MD&A TABLE REFERENCE
TableDescriptionPage
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE
TableDescriptionPage
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79




FINANCIAL REVIEW
THE PNC FINANCIAL SERVICES GROUP, INC.

This Financial Review, including the Consolidated Financial Highlights, should be read together with our unaudited Consolidated Financial Statements and unaudited Statistical Information included elsewhere in this Quarterly Report on Form 10-Q (the Report or Form 10-Q) and with Items 6, 7, 8 and 9A of our 2021 Annual Report on Form 10-K (2021 Form 10-K). We have reclassified certain prior period amounts to conform with the current period presentation, which we believe is more meaningful to readers of our consolidated financial statements. For information regarding certain business, regulatory and legal risks, see the following: the Risk Management section of this Financial Review and of Item 7 in our 2021 Form 10-K; Item 1A Risk Factors included in our 2021 Form 10-K; and the Commitments and Legal Proceedings Notes of the Notes To Consolidated Financial Statements included in Item 1 of this Report and our first quarter 2022 Form 10-Q and Item 8 of our 2021 Form 10-K. Also, see the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and the Critical Accounting Estimates and Judgments section in this Financial Review and in our 2021 Form 10-K for certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and from those anticipated in the forward-looking statements included in this Report. See Note 13 Segment Reporting in the Notes To Consolidated Financial Statements included in this Report for a reconciliation of total business segment earnings to total PNC consolidated net income as reported on a GAAP basis. In this Report, “PNC”, “we” or “us” refers to The PNC Financial Services Group, Inc. and its subsidiaries on a consolidated basis (except when referring to PNC as a public company, its common stock or other securities issued by PNC, which just refer to The PNC Financial Services Group, Inc.). References to The PNC Financial Services Group, Inc. or to any of its subsidiaries are specifically made where applicable.

See page 98 for a glossary of certain terms and acronyms used in this Report.
Table 1: Consolidated Financial Highlights
Dollars in millions, except per share data
Unaudited
Three months endedSix months ended
June 30March 31June 30June 30June 30
20222022202120222021
Financial Results (a)
Net interest income$3,051 $2,804 $2,581 $5,855 $4,929 
Noninterest income2,065 1,888 2,086 3,953 3,958 
Total revenue5,116 4,692 4,667 9,808 8,887 
Provision for (recapture of) credit losses36 (208)302 (172)(249)
Noninterest expense3,244 3,172 3,050 6,416 5,624 
Income before income taxes and noncontrolling interests
$1,836 $1,728 $1,315 $3,564 $3,512 
Income taxes
340 299 212 639 583 
Net income$1,496 $1,429 $1,103 $2,925 $2,929 
Net income attributable to common shareholders$1,409 $1,361 $1,042 $2,770 $2,800 
Per Common Share

Basic$3.39 $3.23 $2.43 $6.62 $6.54 
Diluted$3.39 $3.23 $2.43 $6.61 $6.53 
Book value per common share$101.39 $106.47 $120.25 
Performance Ratios
Net interest margin (b)2.50 %2.28 %2.29 %2.39 %2.28 %
Noninterest income to total revenue40 %40 %45 %40 %45 %
Efficiency63 %68 %65 %65 %63 %
Return on:
Average common shareholders’ equity13.52 %11.64 %8.32 %12.53 %11.29 %
Average assets1.10 %1.05 %0.88 %1.07 %1.21 %
(a)The Executive Summary and Consolidated Income Statement Review portions of this Financial Review section provide information regarding items impacting the comparability of the periods presented.
(b)See explanation and reconciliation of this non-GAAP measure in Average Consolidated Balance Sheet and Net Interest Analysis and Reconciliation of Taxable-Equivalent Net Interest Income (non-GAAP) in the Statistical Information (Unaudited) section in Item 1 of this Report.















The PNC Financial Services Group, Inc. – Form 10-Q 1  


Table 1: Consolidated Financial Highlights (Continued) (a)
Dollars in millions, except as noted
Unaudited
June 30
2022
December 31
2021
June 30
2021
Balance Sheet Data
Assets$540,786 $557,191 $554,212 
Loans$310,800 $288,372 $294,704 
Allowance for loan and lease losses


$4,462 $4,868 $5,730 
Interest-earning deposits with banks$28,404 $74,250 $72,447 
Investment securities$132,732 $132,962 $126,543 
Total deposits$440,811 $457,278 $452,883 
Borrowed funds$35,984 $30,784 $34,813 
Total shareholders’ equity$47,652 $55,695 $54,627 
Common shareholders’ equity$41,648 $50,685 $51,107 
Other Selected Ratios
Common equity Tier 19.6 %10.3 %10.1 %
Loans to deposits71 %63 %65 %
Common shareholders’ equity to total assets7.7 %9.1 %9.2 %
(a)The Executive Summary and Consolidated Balance Sheet Review portions of this Financial Review provide information regarding items impacting the comparability of the periods presented.

EXECUTIVE SUMMARY
Headquartered in Pittsburgh, Pennsylvania, we are one of the largest diversified financial institutions in the U.S. We have businesses engaged in retail banking, including residential mortgage, corporate and institutional banking and asset management, providing many of our products and services nationally. Our retail branch network is located coast-to-coast. We also have strategic international offices in four countries outside the U.S.

Key Strategic Goals
At PNC we manage our company for the long term. We are focused on the fundamentals of growing customers, loans, deposits and revenue and improving profitability, while investing for the future and managing risk, expenses and capital. We continue to invest in our products, markets and brand, and embrace our commitments to our customers, shareholders, employees and the communities where we do business.

We strive to serve our customers and expand and deepen relationships by offering a broad range of deposit, credit and fee-based products and services. We are focused on delivering those products and services to our customers with the goal of addressing their financial objectives and needs. Our business model is built on customer loyalty and engagement, understanding our customers’ financial goals and offering our diverse products and services to help them achieve financial well-being. Our approach is concentrated on organically growing and deepening client relationships across our businesses that meet our risk/return measures.

We are focused on our strategic priorities, which are designed to enhance value over the long term, and consist of:
Expanding our leading banking franchise to new markets and digital platforms,
Deepening customer relationships by delivering a superior banking experience and financial solutions, and
Leveraging technology to innovate and enhance products, services, security and processes.

Our capital and liquidity priorities are to support customers, fund business investments and return excess capital to shareholders, while maintaining appropriate capital in light of economic conditions, the Basel III framework and other regulatory expectations. For more detail, see the Capital Highlights portion of this Executive Summary, the Liquidity and Capital Management portion of the Risk Management section of this Financial Review and the Supervision and Regulation section in Item 1 Business of our 2021 Form 10-K.

Presentation of Noninterest Income

Effective for the first quarter of 2022, PNC updated the presentation of its noninterest income categorization to be based on product and service type, and accordingly, has changed the basis of presentation of its noninterest income revenue streams to: (i) Asset management and brokerage, (ii) Capital markets related, (iii) Card and cash management, (iv) Lending and deposit services, (v) Residential and commercial mortgage and (vi) Other noninterest income. For a description of each updated noninterest income revenue stream, see Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Item 1 of this Report.



2    The PNC Financial Services Group, Inc. – Form 10-Q



Acquisition of BBVA USA Bancshares, Inc.
On June 1, 2021, PNC acquired BBVA USA Bancshares, Inc. (BBVA), a U.S. financial holding company conducting its business operations primarily through its U.S. banking subsidiary, BBVA USA. PNC paid $11.5 billion in cash as consideration for the acquisition.

On October 8, 2021, BBVA USA merged into PNC Bank. On October 12, 2021, PNC converted approximately 2.6 million customers, 9,000 employees and over 600 branches across seven states. Our results of operations and balance sheets for all periods presented in this Report reflect the benefit of BBVA's acquired businesses for the period since the acquisition closed on June 1, 2021.

For additional information on the acquisition of BBVA, see Note 2 Acquisition Activity in the Notes To Consolidated Financial Statements included in Item 1 of this Report and Note 2 Acquisition and Divestiture Activity in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.

Income Statement Highlights

Net income of $1.5 billion, or $3.39 per diluted common share for the second quarter of 2022 increased $67 million, or 5%, compared to $1.4 billion, or $3.23 per diluted common share for the first quarter of 2022, driven by higher net interest and noninterest income, partially offset by a higher provision for credit losses and higher expenses.
For the three months ended June 30, 2022 compared to the three months ended March 31, 2022:
Total revenue increased $424 million, or 9%, to $5.1 billion.
Net interest income of $3.1 billion increased $247 million, or 9%, driven by higher yields on interest-earning assets and increased loan balances, partially offset by higher funding costs.
Net interest margin increased 22 basis points to 2.50% due to higher yields on interest-earning assets.
Noninterest income increased $177 million, or 9%, to $2.1 billion, primarily due to increases in capital markets related fees.
The second quarter of 2022 included a provision for credit losses of $36 million. The first quarter of 2022 included a provision recapture of $208 million.
Noninterest expense increased $72 million, or 2%, to $3.2 billion, driven by increased business activity, annual employee merit increases and higher marketing spend.
We generated positive operating leverage of 7% in the second quarter of 2022 compared to the first quarter of 2022.

Net income of $2.9 billion, or $6.61 per diluted common share for the first six months of 2022 decreased $4 million, compared to $2.9 billion, or $6.53 per diluted common share for the six months ended 2021, as higher net interest income was largely offset by higher expenses and a lower provision recapture.
For the six months ended June 30, 2022 compared to the six months ended June 30, 2021:
Total revenue increased $921 million, or 10%, to $9.8 billion.
Net interest income increased $926 million, or 19%, as a result of higher interest-earning asset balances, reflecting the benefit of BBVA, and higher yields, partially offset by higher funding costs.
Net interest margin increased 11 basis points, due to higher yields on interest-earning assets.
Noninterest income decreased $5 million.
Noninterest expense increased $792 million, or 14%, driven by the addition of BBVA operating expenses and increased business activity, partially offset by lower integration expenses.

For additional detail, see the Consolidated Income Statement Review section of this Financial Review.

The PNC Financial Services Group, Inc. – Form 10-Q 3  


Balance Sheet Highlights
Our balance sheet was well positioned at June 30, 2022. In comparison to December 31, 2021:
Total assets decreased $16.4 billion, or 3%, to $540.8 billion.
Total loans increased $22.4 billion, or 8%, to $310.8 billion.
Total commercial loans increased $19.4 billion, or 10%, to $212.5 billion, driven by new production, and higher utilization of loan commitments, partially offset by PPP loan forgiveness.
PPP loans outstanding were $1.0 billion and $3.4 billion at June 30, 2022 and December 31, 2021, respectively.
Total consumer loans increased $3.0 billion to $98.3 billion, primarily due to increases in residential mortgages and home equity, partially offset by declines in the remaining portfolios as paydowns outpaced new originations.
Investment securities decreased $0.2 billion to $132.7 billion, resulting from net unrealized losses, which reflected the impact of higher interest rates, partially offset by net purchase activity.
Interest-earning deposits with banks, primarily with the Federal Reserve Bank, decreased $45.8 billion, or 62%, to $28.4 billion, reflecting higher loans outstanding and lower deposits, partially offset by an increase in borrowed funds.
Total deposits decreased $16.5 billion, to $440.8 billion reflecting deposit outflows and seasonal declines.
Borrowed funds increased $5.2 billion, or 17%, to $36.0 billion, primarily due to increased FHLB borrowings, partially offset by lower bank notes and senior debt.

For additional detail, see the Consolidated Balance Sheet Review section of this Financial Review.

Credit Quality Highlights
The second quarter of 2022 reflected strong credit quality performance.
At June 30, 2022 compared to December 31, 2021:
Nonperforming assets of $2.1 billion decreased $431 million, or 17%, primarily driven by lower nonperforming commercial loans.
Overall loan delinquencies of $1.5 billion decreased $474 million, or 24%, driven by lower consumer and commercial delinquencies, which included the resolution of BBVA USA conversion-related administrative and operational delays.
The ACL related to loans, which consists of the ALLL and the allowance for unfunded lending related commitments, decreased to $5.1 billion, or 1.65% of total loans, at June 30, 2022, compared to $5.5 billion, or 1.92% of total loans at December 31, 2021. The decrease was primarily driven by the impacts from portfolio changes and improved COVID-19 related economic conditions.
Net charge-offs of $83 million, or 0.11% of average loans in the second quarter of 2022 decreased $54 million, or 39%, compared to $137 million, or 0.19% of average loans, for the first quarter of 2022, driven by lower consumer net charge-offs, primarily within auto.

For additional detail see the Credit Risk Management portion of the Risk Management section of this Financial Review.

Capital Highlights

We maintained our strong capital position.
Common shareholders’ equity of $41.6 billion at June 30, 2022, decreased $9.1 billion, or 18%, compared to December 31, 2021 as net income was more than offset by a decrease in AOCI, reflecting the impact of higher interest rates on net unrealized losses on securities and swaps. The decline was also attributable to common share repurchases and dividends paid.
In the second quarter, we returned $1.4 billion of capital to shareholders through common share repurchases of $737 million, representing 4.3 million shares, and dividends on common shares of $627 million.
The SCB framework allows for capital returns in amounts up to the level of capital in excess of the firm's SCB plus the regulatory minimum level of capital (e.g., CET1 of 4.5%). Consistent with the flexibility provided under the SCB framework, our Board of Directors has recently authorized a new share repurchase structure, under the already approved authorization for repurchases of up to 100 million common shares, of which approximately 59% were still available at June 30, 2022. This framework and our capital flexibility allow for the continuation of our recent quarterly average share repurchase levels in dollars as well as the ability to increase those levels should conditions warrant. PNC's SCB for the four-quarter period beginning October 1, 2022 is 2.9%.
On July 1, 2022, the PNC Board of Directors declared a quarterly cash dividend on common stock of $1.50 per share payable on August 5, 2022.
Our CET1 ratio decreased to 9.6% at June 30, 2022 from 10.3% at December 31, 2021.
Capital was impacted by our election to delay the estimated impact of CECL on CET1 capital through December 31, 2021, followed by a three-year transition period. CECL’s estimated impact on CET1 capital is defined as the change in retained earnings at adoption plus or minus 25% of the change in CECL ACL at the balance sheet date, excluding
4    The PNC Financial Services Group, Inc. – Form 10-Q



the initial allowance for PCD loans from BBVA, compared to CECL ACL at adoption. Effective for the first quarter of 2022, PNC is now in the three-year transition period, and the full impact of the CECL standard is being phased-in to regulatory capital through December 31, 2024.

See the Liquidity and Capital Management portion of the Risk Management section of this Financial Review for more detail on our 2022 liquidity and capital actions as well as our capital ratios.

PNC’s ability to take certain capital actions, including returning capital to shareholders, is subject to PNC meeting or exceeding an SCB established by the Federal Reserve Board in connection with the Federal Reserve Board’s CCAR process. For additional information, see Capital Management in the Risk Management section in this Financial Review and the Supervision and Regulation section in Item 1 Business and Item 1A Risk Factors of our 2021 Form 10-K.

Business Outlook
Statements regarding our business outlook are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking financial statements are subject to the risk that economic and financial market conditions will be substantially different than those we are currently expecting and do not take into account potential legal and regulatory contingencies. These statements are based on our views that:
The U.S. economy continues to recover from the pandemic-caused recession in the first half of 2020. Growth is likely to be lower than the economy’s long-run average throughout this year. Consumer spending growth will remain solid in 2022 due to good underlying fundamentals.
Supply-chain difficulties will gradually ease over the course of 2022. Labor shortages will remain a constraint this year, although strong wage growth will support consumer spending.
Inflation accelerated in the second half of 2021 to its fastest pace in decades. Inflation will slow in the second half of 2022 as pandemic-related supply and demand imbalances recede and energy prices stabilize. However, inflation will also broaden throughout the economy due to wage growth. The annual inflation rate will end 2022 above the Federal Reserve’s long-run objective of 2%.
The FOMC raised the federal funds rate by 0.75% in July, to a range of 2.25% to 2.50%. PNC expects further increases in the federal funds rate through the rest of this year, to a range of 3.25% to 3.50% at the end of 2022. The federal funds rate is expected to peak between 3.50% and 3.75% in mid-early 2023, before falling in the second half of next year as inflation ebbs and economic growth slows.
Uncertainty about the outlook has increased with the Russian invasion of Ukraine. It has created additional risk to higher inflation this year, which could lead the FOMC to tighten more aggressively than currently anticipated. In addition, risks to growth and the likelihood of a recession in late 2022 or 2023 have increased.

For the third quarter of 2022, compared to the second quarter of 2022, we expect:
Average loans to be up 1% to 2%,
Net interest income to be up 10% to 12%,
Noninterest income, excluding net securities gains and Visa activity, to be down 3% to 5%,
Revenue to be up 4% to 6%,
Noninterest expense to be stable to up 1%, and
Net loan charge-offs to be between $125 million and $175 million.

For the full year 2022, compared to full year 2021, we expect:
Average loans to be up approximately 13%,
Period-end loans to be up approximately 8%,
Revenue to be up 9% to 11%,
Noninterest expense, excluding integration expense, to be up 4% to 6%, and
The effective tax rate to be approximately 19%.

See the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and Item 1A Risk Factors in our 2021 Form 10-K for other factors that could cause future events to differ, perhaps materially, from those anticipated in these forward-looking statements.
CONSOLIDATED INCOME STATEMENT REVIEW

Our Consolidated Income Statement is presented in Part I, Item 1 of this Report.

Net income of $1.5 billion, or $3.39 per diluted common share for the second quarter of 2022 increased $67 million, or 5%, compared to $1.4 billion, or $3.23 per diluted common share for the first quarter of 2022, driven by higher net interest and noninterest income,
The PNC Financial Services Group, Inc. – Form 10-Q 5  


partially offset by a higher provision for credit losses and higher expenses. Net income of $2.9 billion, or $6.61 per diluted common share for the first six months of 2022 decreased $4 million, compared to $2.9 billion, or $6.53 per diluted common share, for the same period in 2021, as higher net interest income was largely offset by higher expenses and a lower provision recapture.
Net Interest Income
Table 2: Summarized Average Balances and Net Interest Income (a)
 June 30, 2022March 31, 2022
Three months ended
Dollars in millions
Average
Balances
Average
Yields/
Rates
Interest
Income/
Expense
Average
Balances
Average
Yields/
Rates
Interest
Income/
Expense
Assets
Interest-earning assets
Investment securities$134,724 1.89 %$636 $133,897 1.64 %$548 
Loans304,790 3.29 %2,524 290,701 3.19 %2,311 
Interest-earning deposits with banks39,689 0.79 %78 62,540 0.19 %29 
Other9,935 2.76 %68 9,417 2.07 %48 
Total interest-earning assets/interest income$489,138 2.69 %3,306 $496,555 2.37 %2,936 
Liabilities
Interest-bearing liabilities
Interest-bearing deposits$297,096 0.12 %88 $299,543 0.04 %27 
Borrowed funds35,656 1.58 %142 30,312 1.10 %83 
Total interest-bearing liabilities/interest expense$332,752 0.27 %230 $329,855 0.13 %110 
Net interest margin/income (non-GAAP)2.50 %3,076 2.28 %2,826 
Taxable-equivalent adjustments(25)(22)
Net interest income (GAAP)$3,051   $2,804 
 June 30, 2022June 30, 2021
Six months ended
Dollars in millions
Average
Balances
Average
Yields/
Rates
Interest
Income/
Expense
Average
Balances
Average
Yields/
Rates
Interest
Income/
Expense
Assets
Interest-earning assets
Investment securities$134,313 1.76 %$1,184 $97,511 1.85 %$901 
Loans297,785 3.24 %4,835 246,919 3.38 %4,175 
Interest-earning deposits with banks51,120 0.42 %107 81,947 0.10 %43 
Other9,677 2.42 %116 7,955 2.40 %95 
Total interest-earning assets/interest income$492,895 2.53 %6,242 $434,332 2.40 %5,214 
Liabilities
Interest-bearing liabilities
Interest-bearing deposits$298,313 0.08 %115 $260,804 0.05 %70 
Borrowed funds32,998 1.36 %225 34,670 1.06 %185 
Total interest-bearing liabilities/interest expense$331,311 0.20 %340 $295,474 0.17 %255 
Net interest margin/income (non-GAAP)2.39 %5,902 2.28 %4,959 
Taxable-equivalent adjustments(47)(30)
Net interest income (GAAP)  $5,855   $4,929 
(a)Interest income calculated as taxable-equivalent interest income. To provide more meaningful comparisons of interest income and yields for all interest-earning assets, as well as net interest margins, we use interest income on a taxable-equivalent basis in calculating average yields and net interest margins by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under GAAP on the Consolidated Income Statement. For more information, see Reconciliation of Taxable-Equivalent Net Interest Income (non-GAAP) in the Statistical Information (Unaudited) section in Item 1 of this Report.
Changes in net interest income and margin result from the interaction of the volume and composition of interest-earning assets and related yields, interest-bearing liabilities and related rates paid, and noninterest-bearing sources of funding. See the Statistical Information (Unaudited) – Average Consolidated Balance Sheet And Net Interest Analysis section of this Report for additional information.

Net interest income increased $247 million, or 9%, for the second quarter of 2022 compared to the first quarter of 2022, driven by higher yields on interest-earning assets and increased loan balances, partially offset by higher funding costs. Net interest income increased $926 million, or 19%, for the first six months of 2022 compared to the same period in 2021, as a result of higher interest-earning asset balances, reflecting the benefit of BBVA, and higher yields, partially offset by higher funding costs.

6    The PNC Financial Services Group, Inc. – Form 10-Q



Net interest margin in the quarterly and year-to-date comparisons increased 22 basis points and 11 basis points, respectively. In both comparisons, the increase was primarily due to higher yields on interest-earning assets.

Average investment securities for the second quarter of 2022 increased $827 million, or 1% compared to the first quarter of 2022 reflecting net purchases, primarily of agency residential mortgage-backed securities. Average investment securities increased $36.8 million, or 38% in the year-to-date comparison, due to net securities purchases, primarily of U.S. Treasury and government agency securities purchases and the addition of BBVA. Average investment securities represented 28% of average interest-earning assets for the second quarter of 2022 compared to 27% for the first quarter of 2022, and 27% for the first six months of 2022 compared to 22% for the first six months of 2021.

In the quarterly and year-to-date comparisons, average loans increased $14.1 billion, or 5%, and $50.9 billion, or 21%, respectively. In both comparisons, the increase was due to growth in commercial and consumer loans, partially offset by PPP loan forgiveness. The increase in the year-to-date comparison also reflects the impact of the BBVA acquisition. Average loans represented 62% of average interest-earning assets for the second quarter of 2022 compared to 59% for the first quarter of 2022, and 60% for the first six months of 2022 compared to 57% for the first six months of 2021.

Average interest-earning deposits with banks for the second quarter of 2022 decreased $22.9 billion, or 37%, compared to the first quarter of 2022, primarily due to higher loans outstanding and lower deposits. In the year-to-date comparison, average interest-earning deposits with banks decreased $30.8 billion, or 38%, reflecting higher loan and securities balances, partially offset by higher deposits.

Average interest-bearing deposits for the second quarter of 2022 decreased $2.4 billion, or 1%, compared to the first quarter of 2022. The decrease was driven by lower commercial deposits reflecting deposit outflows and seasonal declines. Average interest-bearing deposits increased $37.5 billion, or 14% in the year-to-date comparison, primarily attributable to the BBVA acquisition. In total, average interest-bearing deposits represented 89% of average interest-bearing liabilities for the second quarter of 2022 compared to 91% for the first quarter of 2022, and 90% for the first six months of 2022 compared to 88% for the first six months of 2021.

Average borrowed funds for the second quarter of 2022 increased $5.3 billion, or 18%, compared to the first quarter of 2022 due to increased FHLB borrowings. Average borrowed funds for the first six months of 2022 decreased $1.7 billion, or 5%, compared to the first six months of 2021, reflecting lower bank notes and senior debt, partially offset by higher FHLB borrowings.

Further details regarding average loans and deposits are included in the Business Segments Review section of this Financial Review.
Noninterest Income
Table 3: Noninterest Income
 Three months endedSix months ended
 June 30March 31ChangeJune 30June 30Change
Dollars in millions20222022$%20222021$%
Noninterest income
Asset management and brokerage$365 $377 $(12)(3)%$742 $678 $64 %
Capital markets related409 252 157 62 %661 635 26 %
Card and cash management671 620 51 %1,291 1,089 202 19 %
Lending and deposit services282 269 13 %551 524 27 %
Residential and commercial mortgage161 159 %320 393 (73)(19)%
Other177 211 (34)(16)%388 639 (251)(39)%
Total noninterest income
$2,065 $1,888 $177 %$3,953 $3,958 $(5)— 
 
Noninterest income as a percentage of total revenue was 40% for the second and first quarters of 2022, and 40% for the first six months of 2022 compared to 45% for the same period in 2021.

Asset management and brokerage fees decreased compared to the first quarter of 2022, primarily as a result of lower average equity markets. The increase in the year-to-date comparison was due to higher average equity markets and the benefit of BBVA. PNC's discretionary client assets under management of $167 billion at June 30, 2022 decreased from $182 billion at March 31, 2022 and $183 billion at June 30, 2021, primarily driven by lower spot equity markets.

Capital markets related revenue increased in the quarterly and year-to-date comparisons, and included higher merger and acquisition advisory fees.

The PNC Financial Services Group, Inc. – Form 10-Q 7  


Card and cash management revenue increased compared to the first quarter of 2022, due to higher consumer spending and increased treasury management product revenue. The increase compared to the first six months of 2021 also reflected the addition of BBVA customers.

Lending and deposit services increased compared to the first quarter of 2022 and included lower integration related fee waivers. The increase in the year-to-date comparison was due to the benefit of BBVA, partially offset by the impact of Low Cash Mode® on overdraft fees and integration related fee waivers.

Residential and commercial mortgage increased compared to the first quarter of 2022 as higher revenue from commercial mortgage banking activities was largely offset by lower residential mortgage loan sales revenue. The decrease in the year-to-date comparison was due to lower residential and commercial mortgage banking activities.

Other noninterest income decreased compared to the first quarter of 2022, and included $16 million of negative Visa Class B derivative fair value adjustments related to litigation escrow funding and other valuation changes. The first quarter of 2022 included $4 million of positive Visa Class B fair value adjustments. The decrease in the year-to-date comparison included the impact of lower private equity revenue.

Noninterest Expense

Table 4: Noninterest Expense
 Three months endedSix months ended
 June 30March 31ChangeJune 30June 30Change
Dollars in millions20222022$%20222021$%
Noninterest expense
Personnel$1,779 $1,717 $62 %$3,496 $3,117 $379 12 %
Occupancy246 258 (12)(5)%504 432 72 17 %
Equipment351 331 20 %682 619 63 10 %
Marketing95 61 34 56 %156 119 37 31 %
Other773 805 (32)(4)%1,578 1,337 241 18 %
Total noninterest expense
$3,244 $3,172 $72 %$6,416 $5,624 $792 14 %
 
Noninterest expense increased compared to the first quarter of 2022, driven by increased business activity, annual employee merit increases and higher marketing spend. These increases were partially offset by seasonally lower occupancy expenses and lower other expenses as we continued our focus on expense management. The increase in the first six months of 2022 compared to the same period of 2021 was driven by the addition of BBVA operating expenses and increased business activity, partially offset by lower integration expenses.

Effective Income Tax Rate

The effective income tax rate was 18.5% in the second quarter of 2022, compared to 17.3% in the first quarter of 2022, and 17.9% in the first six months of 2022 compared to 16.6% for the same period in 2021.

Provision For (Recapture of) Credit Losses
Table 5: Provision for (Recapture of) Credit Losses
 Three months endedSix months ended
June 30March 31ChangeJune 30June 30Change
Dollars in millions20222022$20222021$
Provision for (recapture of) credit losses
Loans and leases$(10)$(172)$162 $(182)$(296)$114 
Unfunded lending related commitments42 (23)65 19 15 
Investment securities26 (22)
Other financial assets(14)15 (13)(19)
Total provision for (recapture of) credit losses$36 $(208)$244 $(172)$(249)$77 

The second quarter of 2022 included a provision for credit losses of $36 million. The first quarter of 2022 included a provision recapture of $208 million.
8    The PNC Financial Services Group, Inc. – Form 10-Q



CONSOLIDATED BALANCE SHEET REVIEW
The summarized balance sheet data in Table 6 is based upon our Consolidated Balance Sheet in Part I, Item 1 of this Report.
Table 6: Summarized Balance Sheet Data
 June 30December 31Change
Dollars in millions20222021$%
Assets    
Interest-earning deposits with banks$28,404 $74,250 $(45,846)(62)%
Loans held for sale1,191 2,231 (1,040)(47)%
Investment securities132,732 132,962 (230)— 
Loans310,800 288,372 22,428 %
Allowance for loan and lease losses(4,462)(4,868)406 %
Mortgage servicing rights2,608 1,818 790 43 %
Goodwill10,916 10,916 — 
Other58,597 51,510 7,087 14 %
Total assets$540,786 $557,191 $(16,405)(3)%
Liabilities
Deposits$440,811 $457,278 $(16,467)(4)%
Borrowed funds35,984 30,784 5,200 17 %
Allowance for unfunded lending related commitments681 662 19 %
Other15,622 12,741 2,881 23 %
Total liabilities493,098 501,465 (8,367)(2)%
Equity
Total shareholders’ equity47,652 55,695 (8,043)(14)%
Noncontrolling interests36 31 16 %
Total equity47,688 55,726 (8,038)(14)%
Total liabilities and equity$540,786 $557,191 $(16,405)(3)%

Our balance sheet was well-positioned at June 30, 2022 and December 31, 2021.
Total assets decreased primarily due to lower balances held with the Federal Reserve Bank, partially offset by higher loans.
Total liabilities decreased driven by lower commercial and consumer deposits, partially offset by higher borrowed funds.
Total equity decreased as net income and the issuance of preferred stock were more than offset by a decrease in AOCI, reflecting the impact of higher interest rates on net unrealized losses on securities and swaps. The decline was also attributable to common share repurchases and dividends paid.

The ACL related to loans totaled $5.1 billion at June 30, 2022, a decrease of $0.4 billion since December 31, 2021, primarily driven by the impacts from portfolio changes and improved COVID-19 related economic conditions. See the following for additional information regarding our ACL related to loans:
Allowance for Credit Losses in the Credit Risk Management section of this Financial Review,
Critical Accounting Estimates and Judgments section of this Financial Review, and
Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in this Report.

The following discussion provides additional information about the major components of our balance sheet. Information regarding our capital and regulatory compliance is included in the Liquidity and Capital Management portion of the Risk Management section in this Financial Review and in Note 20 Regulatory Matters in the Notes To Consolidated Financial Statements included in our 2021 Form 10-K.
The PNC Financial Services Group, Inc. – Form 10-Q  


Loans
Table 7: Loans
 June 30December 31Change
Dollars in millions20222021$%
Commercial    
Commercial and industrial$171,831 $152,933 $18,898 12 %
Commercial real estate34,452 34,015437 %
Equipment lease financing6,240 6,130110 %
Total commercial212,523 193,078 19,445 10 %
Consumer
Residential real estate43,717 39,712 4,005 10 %
Home equity24,693 24,061 632 %
Automobile15,323 16,635 (1,312)(8)%
Credit card6,650 6,626 24 — 
Education2,332 2,533 (201)(8)%
Other consumer5,562 5,727 (165)(3)%
Total consumer98,277 95,294 2,983 %
Total loans$310,800 $288,372 $22,428 %

Commercial loans increased driven by new production and higher utilization of loan commitments, partially offset by PPP loan forgiveness. PPP loans outstanding were $1.0 billion and $3.4 billion at June 30, 2022 and December 31, 2021, respectively.

For commercial and industrial loans by industry and commercial real estate loans by geography and property type, see Loan Portfolio Characteristics and Analysis in the Credit Risk Management portion of the Risk Management section of this Financial Review.

Consumer loans increased primarily due to increases in residential mortgages and home equity, partially offset by declines in the remaining portfolios as paydowns outpaced new originations.

For information on our residential real estate and home equity portfolios, including loans by geography, and our auto loan portfolio, see Loan Portfolio Characteristics and Analysis in the Credit Risk Management portion of the Risk Management section in this Financial Review.

For additional information regarding our loan portfolio see the Credit Risk Management portion of the Risk Management section in this Item 1 and Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in this Report.

Investment Securities

Investment securities of $132.7 billion at June 30, 2022 decreased $0.2 billion compared to December 31, 2021, resulting from net unrealized losses, which reflected the impact of higher interest rates, partially offset by net purchase activity.

The level and composition of the investment securities portfolio fluctuates over time based on many factors including market conditions, loan and deposit growth and balance sheet management activities. We manage our investment securities portfolio to optimize returns, while providing a reliable source of liquidity for our banking and other activities, considering the LCR, NSFR and other internal and external guidelines and constraints.

10    The PNC Financial Services Group, Inc. – Form 10-Q



Table 8: Investment Securities
 June 30, 2022December 31, 2021Ratings as of June 30, 2022 (a)
Dollars in millionsAmortized
Cost (b)
Fair
Value
Amortized
Cost (b)
Fair
Value
AAA/
AA
ABBBBB and LowerNo
Rating
U.S. Treasury and government agencies$45,459 $44,231 $47,024 $47,054 100 %
Agency residential mortgage-backed71,120 68,227 67,326 67,632 100 %
Non-agency residential mortgage-backed1,050 1,207 927 1,158 %%38 %53 %
Agency commercial mortgage-backed2,126 2,032 1,740 1,773 100 %
Non-agency commercial mortgage-backed (c)3,238 3,175 3,423 3,436 85 %%%12 %
Asset-backed (d)6,802 6,764 6,380 6,409 95 %%%%
Other (e) 5,928 5,762 5,404 5,596 49 %31 %17 %%
Total investment securities (f)$135,723 $131,398 $132,224 $133,058 97 %%%%
(a)Ratings percentages allocated based on amortized cost, net of allowance for investment securities.
(b)Amortized cost is presented net of the allowance for investment securities, which totaled $137 million at June 30, 2022 and primarily related to non-agency commercial mortgage-backed securities. The comparable amount at December 31, 2021 was $133 million.
(c)Collateralized primarily by office buildings, multifamily housing, retail properties, lodging properties and industrial properties.
(d)Collateralized primarily by corporate debt, government guaranteed education loans and other consumer credit products.
(e)Includes state and municipal securities.
(f)Includes available for sale and held to maturity securities, which are recorded on our balance sheet at fair value and amortized cost, respectively.

Table 8 presents the distribution of our investment securities portfolio by amortized cost and fair value, as well as by credit rating. The relationship of fair value to amortized cost at June 30, 2022 compared to December 31, 2021 primarily reflected the impact of higher interest rates on the valuation of fixed rate securities. We have included credit ratings information because we believe that the information is an indicator of the degree of credit risk to which we are exposed. Changes in credit ratings classifications could indicate increased or decreased credit risk and could be accompanied by a reduction or increase in the fair value of our investment securities portfolio. We continually monitor the credit risk in our portfolio and maintain the allowance for investment securities at an appropriate level to absorb expected credit losses on our investment securities portfolio for the remaining contractual term of the securities adjusted for expected prepayments. See Note 3 Investment Securities in the Notes To Consolidated Financial Statements included in Item 1 of this Report for additional details regarding the allowance for investment securities.

In the first and second quarters of 2022, we transferred securities with a fair value of $18.7 billion and $59.1 billion, respectively, from available for sale to held to maturity. We changed our intent and committed to hold these high-quality securities to maturity in order to reduce the impact of price volatility on AOCI and tangible capital. See Note 3 Investment Securities in the Notes To Consolidated Financial Statements included in Item 1 of this Report for additional details regarding this transfer.

On July 28, 2022, we transferred an additional $5.0 billion of available for sale securities to held to maturity. See Note 17 Subsequent Events in the Notes To Consolidated Financial Statements in this Report for additional details on this transfer.

The duration of investment securities was 4.5 years at June 30, 2022. We estimate that at June 30, 2022 the effective duration of investment securities was 4.5 years for an immediate 50 basis points parallel increase in interest rates and 4.5 years for an immediate 50 basis points parallel decrease in interest rates. Comparable amounts at December 31, 2021 for the effective duration of investment securities were 3.8 years and 3.5 years, respectively.

Based on expected prepayment speeds, the weighted-average expected maturity of the investment securities portfolio was 5.4 years at June 30, 2022 compared to 4.4 years at December 31, 2021.

Table 9: Weighted-Average Expected Maturities of Mortgage and Asset-Backed Debt Securities
June 30, 2022Years
Agency residential mortgage-backed6.6 
Non-agency residential mortgage-backed9.1 
Agency commercial mortgage-backed4.9 
Non-agency commercial mortgage-backed1.7 
Asset-backed2.7 

Additional information regarding our investment securities portfolio is included in Note 3 Investment Securities and Note 12 Fair Value in the Notes To Consolidated Financial Statements included in Item 1 of this Report.

The PNC Financial Services Group, Inc. – Form 10-Q 11  


Funding Sources
Table 10: Details of Funding Sources
June 30December 31Change
Dollars in millions20222021$%
Deposits    
Noninterest-bearing$146,438 $155,175 $(8,737)(6)%
Interest-bearing
Money market59,425 61,229 (1,804)(3)%
Demand116,359 115,910 449 — 
Savings108,471 107,598 873 %
Time deposits10,118 17,366 (7,248)(42)%
Total interest-bearing deposits294,373 302,103 (7,730)(3)%
Total deposits440,811 457,278 (16,467)(4)%
Borrowed funds
Federal Home Loan Bank borrowings10,000 10,000 — 
Bank notes and senior debt14,358 20,661 (6,303)(31)%
Subordinated debt7,487 6,996 491 %
Other4,139 3,127 1,012 32 %
Total borrowed funds35,984 30,784 5,200 17 %
Total funding sources$476,795 $488,062 $(11,267)(2)%

Total deposits decreased as a result of lower commercial and consumer deposits, reflecting deposit outflows and seasonal declines.

Borrowed funds increased primarily due to increased FHLB borrowings, partially offset by lower bank notes and senior debt.

The level and composition of borrowed funds fluctuates over time based on many factors including market conditions, loan, investment securities and deposit growth, and capital considerations. We manage our borrowed funds to provide a reliable source of liquidity for our banking and other activities, considering our LCR and NSFR requirements and other internal and external guidelines and constraints.

See the Liquidity and Capital Management portion of the Risk Management section of this Financial Review for additional information regarding our 2022 liquidity and capital activities. See Note 8 Borrowed Funds in the Notes To Consolidated Financial Statements in this Report and Note 10 Borrowed Funds in the Notes To Consolidated Financial Statements in Item 8 of our 2021 Form 10-K for additional information related to our borrowings.
Shareholders’ Equity

Total shareholders’ equity was $47.7 billion at June 30, 2022, a decrease of $8.0 billion compared to December 31, 2021 as increases related to net income of $2.9 billion and a preferred stock issuance of $1.0 billion were more than offset by a decrease in AOCI of $8.8 billion, reflecting the impact of higher interest rates on net unrealized losses on securities and swaps. The decline was also attributable to common share repurchases of $1.9 billion and preferred stock dividends of $1.2 billion.
12    The PNC Financial Services Group, Inc. – Form 10-Q



BUSINESS SEGMENTS REVIEW

We have three reportable business segments:
Retail Banking
Corporate & Institutional Banking
Asset Management Group

Business segment results and a description of each business are included in Note 15 Segment Reporting in the Notes To Consolidated Financial Statements included in Item 1 of this Report. Certain amounts included in this Business Segments Review differ from those +amounts shown in Note 15, primarily due to the presentation in this Financial Review of business net interest income on a taxable-equivalent basis.

Net interest income in business segment results reflects our internal funds transfer pricing methodology. Assets receive a funding charge and liabilities and capital receive a funding credit based on a transfer pricing methodology that incorporates product repricing characteristics, tenor and other factors.
Total business segment financial results differ from total consolidated net income. The impact of these differences is reflected in the “Other” category as shown in Table 78 in Note 15 Segment Reporting in the Notes To Consolidated Financial Statements included in Item 1 of this Report. “Other” includes residual activities that do not meet the criteria for disclosure as a separate reportable business, such as asset and liability management activities, including net securities gains or losses, ACL for investment securities, certain trading activities, certain runoff consumer loan portfolios, private equity investments, intercompany eliminations, certain corporate overhead, tax adjustments that are not allocated to business segments, exited businesses and differences between business segment performance reporting and financial statement reporting (GAAP).



































The PNC Financial Services Group, Inc. – Form 10-Q 13  


Retail Banking

Retail Banking's core strategy is to help all of our consumer and small business customers move forward financially. We aim to grow our primary checking and transaction relationships through strong customer acquisition and retention. We seek to deepen relationships by meeting the broad range of our customers’ financial needs with savings, liquidity, lending, payments, investment and retirement solutions. A strategic priority for us is to differentiate the customer experience, leveraging technology to make banking easier for our customers. A key element of our strategy is to expand the use of lower-cost alternative distribution channels, with an emphasis on digital capabilities and ATM access, while continuing to optimize the traditional branch network. In addition, we are focused on consistently engaging both our employees and customers, which is a strong driver of customer growth, retention and relationship expansion.

Table 11: Retail Banking Table
(Unaudited)
Six months ended June 30    Change
Dollars in millions, except as noted20222021$%
Income Statement
Net interest income$3,193 $2,859 $334 12 %
Noninterest income1,493 1,360 133 10 %
Total revenue4,686 4,219 467 11 %
Provision for (recapture of) credit losses(26)(43)17 40 %
Noninterest expense3,805 3,153 652 21 %
Pretax earnings907 1,109 (202)(18)%
Income taxes 214 256 (42)(16)%
Noncontrolling interests31 14 17 121 %
Earnings$662 $839 $(177)(21)%
Average Balance Sheet
Loans held for sale$1,070 $1,150 $(80)(7)%
Loans
Consumer
Residential real estate$32,389 $19,573 $12,816 65 %
Home equity22,673 21,957 716 %
Automobile15,918 14,392 1,526 11 %
Credit card6,455 5,860 595 10 %
Education2,470 2,875 (405)(14)%
Other consumer2,261 2,036 225 11 %
Total consumer 82,166 66,693 15,473 23 %
Commercial 11,325 14,272 (2,947)(21)%
Total loans$93,491 $80,965 $12,526 15 %
Total assets$112,415 $96,942 $15,473 16 %
Deposits
Noninterest-bearing $64,833 $49,578 $15,255 31 %
Interest-bearing 201,916 171,211 30,705 18 %
Total deposits$266,749 $220,789 $45,960 21 %
Performance Ratios
Return on average assets1.19 %1.75 %
Noninterest income to total revenue32 %32 %
Efficiency81 %75 %  
14    The PNC Financial Services Group, Inc. – Form 10-Q



At or for six months ended June 30
    Change
Dollars in millions, except as noted20222021$%
Supplemental Noninterest Income Information
Asset management and brokerage$269 $212 $57 27 %
Card and cash management$659 $588 $71 12 %
Lending and deposit services$331 $282 $49 17 %
Residential and commercial mortgage $170 $208 $(38)(18)%
Residential Mortgage Information
Residential mortgage servicing statistics (in billions, except as noted) (a)
Serviced portfolio balance (b)$145 $145 — 
Serviced portfolio acquisitions$21 $40 $(19)(48)%
MSR asset value (b)$1.6 $1.1 $0.5 45 %
MSR capitalization value (in basis points) (b)112 77 35 45 %
Servicing income: (in millions)
Servicing fees, net (c)$69 $$67 *
Mortgage servicing rights valuation, net of economic hedge$15 $38 $(23)(61)%
Residential mortgage loan statistics
Loan origination volume (in billions)$9.9 $10.8 $(0.9)(8)%
Loan sale margin percentage2.18 %2.92 %
Percentage of originations represented by:
Purchase volume (d)57 %43 %
Refinance volume43 %57 %  
Other Information (b)
Customer-related statistics (average)
Non-teller deposit transactions (e)64 %66 %
Digital consumer customers (f)78 %80 %
Credit-related statistics
Nonperforming assets$1,088 $1,245 $(157)(13)%
Net charge-offs - loans and leases $229 $187 $42 22 %
Other statistics
ATMs9,301 9,636 (335)(3)%
Branches (g)2,535 2,724 (189)(7)%
Brokerage account client assets (in billions) (h)$68 $83 $(15)(18)%
*- Not Meaningful
(a) Represents mortgage loan servicing balances for third parties and the related income.
(b)Presented as of period end, except for average customer-related statistics and net charge-offs, which are both shown for the six months ended.
(c)Servicing fees net of impact of decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan payments, prepayments and loans that were paid down or paid off during the period.
(d)Mortgages with borrowers as part of residential real estate purchase transactions.
(e)Percentage of total consumer and business banking deposit transactions processed at an ATM or through our mobile banking application.
(f)Represents consumer checking relationships that process the majority of their transactions through non-teller channels.
(g)Excludes stand-alone mortgage offices and satellite offices (e.g., drive-ups, electronic branches and retirement centers) that provide limited products and/or services.
(h)Includes cash and money market balances.

Retail Banking earnings for the first six months of 2022 decreased $177 million compared with the same period in 2021 primarily due to increased noninterest expense, partially offset by higher net interest and noninterest income.

Net interest income increased primarily due to growth in average deposit and loan balances, reflecting the BBVA acquisition, along with wider interest rate spreads on the value of loans, partially offset by narrower interest rate spreads on the value of deposits.

Noninterest income increased due to higher card and cash management revenue, increased asset management and brokerage fees and higher lending and deposit related fees. All of these categories benefited from the addition of BBVA customers and increased business activity.

Noninterest expense increased primarily due to the impact of BBVA operating expenses, increased business activity and continued investments in strategic initiatives.

The deposit strategy of Retail Banking is to remain disciplined on pricing and focused on growing and retaining relationship-based balances, executing on market-specific deposit growth strategies and providing a source of low-cost funding and liquidity to PNC. In
The PNC Financial Services Group, Inc. – Form 10-Q 15  


the first six months of 2022, average total deposits increased compared to the same period in 2021 primarily driven by growth in demand and savings deposits which included the impact of the BBVA acquisition.

Retail Banking average total loans increased in the first six months of 2022 compared with the same period in 2021. Average consumer loans increased 23% due to the impact of the BBVA acquisition on all loan classes except education loans, which BBVA did not have in their loan portfolio. In addition, average residential real estate loans increased due to continued strength in portfolio originations. Average commercial loans decreased primarily due to forgiveness of PPP loans.

As part of our strategic focus on growing customers and meeting their financial needs, we have established a coast-to-coast network of retail branches and ATMs that operate alongside PNC’s suite of digital capabilities. Over time, we plan to continue to convert a portion of these branches to solution centers, which have a distinctive layout and the capability to support transactions, sales and advice using a combination of technology and personalized banker assistance. PNC began to deploy solution centers in 2018.

Retail Banking continues to enhance the customer experience with refinements to product and service offerings that drive value for consumers and small businesses. We are focused on meeting the financial needs of customers by providing a broad range of liquidity, banking, payments and investment products. In 2021, we successfully rolled out Low Cash Mode® to all Virtual Wallet® customers providing them with the ability to avoid unnecessary overdraft fees through real-time intelligent alerts, extra time to prevent or address overdrafts and controls to choose whether to return certain debits rather than the bank making the decision.

Retail Banking continued to execute on its strategy of transforming the customer experience through transaction channel migration, branch network and home lending process transformations and multi-channel engagement and service strategies. We are also continually assessing our current branch network for optimization opportunities as usage of alternative channels has increased and as a result, have closed 96 branches in the first six months of 2022, consistent with our plan.
16    The PNC Financial Services Group, Inc. – Form 10-Q



Corporate & Institutional Banking
Corporate & Institutional Banking’s strategy is to be the leading relationship-based provider of traditional banking products and services to its customers through the economic cycles. We aim to grow our market share and drive higher returns by delivering value-added solutions that help our clients better run their organizations, all while maintaining prudent risk and expense management. We continue to focus on building client relationships where the risk-return profile is attractive.

Table 12: Corporate & Institutional Banking Table
(Unaudited)
Six months ended June 30    Change
Dollars in millions20222021$%
Income Statement
Net interest income$2,413 $2,093 $320 15 %
Noninterest income1,772 1,674 98 %
Total revenue4,185 3,767 418 11 %
Provision for (recapture of) credit losses(135)(178)43 24 %
Noninterest expense1,771 1,524 247 16 %
Pretax earnings2,549 2,421 128 %
Income taxes583 547 36 %
Noncontrolling interests— 
Earnings$1,959 $1,867 $92 %
Average Balance Sheet
Loans held for sale$559 $627 $(68)(11)%
Loans
Commercial
Commercial and industrial $147,819 $118,106 $29,713 25 %
Commercial real estate32,640 28,658 3,982 14 %
Equipment lease financing6,150 6,332 (182)(3)%
Total commercial 186,609 153,096 33,513 22 %
Consumer11 10 10 %
Total loans$186,620 $153,106 $33,514 22 %
Total assets$210,171 $176,182 $33,989 19 %
Deposits
Noninterest-bearing$83,589 $71,142 $12,447 17 %
Interest-bearing66,780 69,555 (2,775)(4)%
Total deposits$150,369 $140,697 $9,672 %
Performance Ratios
Return on average assets1.88 %2.14 %
Noninterest income to total revenue42 %44 %
Efficiency42 %40 %  
Other Information
Consolidated revenue from: (a)
Treasury Management (b)$1,205 $1,017 $188 18 %
Commercial mortgage banking activities:
Commercial mortgage loans held for sale (c)$36 $59 $(23)(39)%
Commercial mortgage loan servicing income (d)138 156 (18)(12)%
Commercial mortgage servicing rights valuation, net of economic hedge46 50 (4)(8)%
Total$220 $265 $(45)(17)%
MSR asset value (e)$988 $682 $306 45 %
Average loans by C&IB business
Corporate Banking$98,079 $75,806 $22,273 29 %
Real Estate43,710 39,799 3,911 10 %
Business Credit27,395 22,263 5,132 23 %
Commercial Banking9,751 11,919 (2,168)(18)%
Other7,685 3,319 4,366 132 %
Total average loans$186,620 $153,106 $33,514 22 %
Credit-related statistics
Nonperforming assets (e) $674 $1,274 $(600)(47)%
Net charge-offs - loans and leases $10 $277 $(267)(96)%
(a)See the additional revenue discussion regarding treasury management and commercial mortgage banking activities in the Product Revenue section of this Corporate & Institutional Banking section.
(b)Amounts are reported in net interest income and noninterest income.
(c)Represents commercial mortgage banking income for valuations on commercial mortgage loans held for sale and related commitments, derivative valuations, origination fees, gains on sale of loans held for sale and net interest income on loans held for sale.
The PNC Financial Services Group, Inc. – Form 10-Q 17  


(d)Represents net interest income and noninterest income from loan servicing, net of reduction in commercial mortgage servicing rights due to amortization expense and payoffs. Commercial mortgage servicing rights valuation, net of economic hedge is shown separately.
(e)As of June 30.

Corporate & Institutional Banking earnings in the first six months of 2022 increased $92 million compared with the same period in 2021 driven by higher net interest income and noninterest income, partially offset by higher noninterest expense and a lower provision recapture.

Net interest income increased in the comparison primarily due to higher average loan and deposit balances, reflecting the addition of BBVA, as well as wider interest rate spreads on the value of deposits, partially offset by narrower interest rate spreads on the value of loans.

Noninterest income increased in the comparison primarily driven by higher treasury management product revenue and capital markets related fees, partially offset by lower commercial mortgage banking activities.

Provision recapture in the first six months of 2022 was primarily driven by the impacts from improvements in credit quality and COVID-19 related economic conditions, partially offset by loan growth.

Noninterest expense increased in the comparison largely due to the addition of BBVA operating expenses, higher variable costs associated with increased business activity and continued investments in strategic initiatives.

Average loans increased compared with the six months ended June 30, 2021 due to increases in Corporate Banking, Business Credit and Real Estate, partially offset by a decrease in Commercial Banking:
Corporate Banking provides lending, equipment finance, treasury management and capital markets related products and services to mid-sized and large corporations, and government and not-for-profit entities. Average loans for this business increased reflecting loans from BBVA, strong new production and higher average utilization of loan commitments.
Business Credit provides asset-based lending and equipment financing solutions. The loan and lease portfolio is relatively high yielding, with acceptable risk as the loans are mainly secured by business assets. Average loans for this business increased primarily driven by loans from BBVA, higher utilization of loan commitments and new production.
Real Estate provides banking, financing and servicing solutions for commercial real estate clients across the country. Average loans for this business increased reflecting loans from BBVA, partially offset by lower commercial mortgage lending.
Commercial Banking provides lending, treasury management and capital markets related products and services to smaller corporations and businesses. Average loans for this business declined primarily driven by PPP loan forgiveness, partially offset by loans from BBVA.

The deposit strategy of Corporate & Institutional Banking is to remain disciplined on pricing and focused on growing and retaining relationship-based balances over time, executing on customer and segment-specific deposit growth strategies and continuing to provide funding and liquidity to PNC. Average total deposits increased in the comparison reflecting deposits from BBVA. We continue to actively monitor the interest rate environment and make adjustments to evolving market conditions, bank funding needs and client relationship dynamics.

In 2021, the BBVA acquisition accelerated Corporate & Institutional Banking’s geographic expansion. Following the BBVA acquisition and our de novo expansion efforts, we are now a coast-to-coast franchise and have a presence in the largest 30 U.S. metropolitan statistical areas. These expanded locations complement Corporate & Institutional Banking’s national businesses with a significant presence in these cities and our full suite of commercial products and services is now offered nationally.

Product Revenue
In addition to credit and deposit products for commercial customers, Corporate & Institutional Banking offers other services, including treasury management, capital markets related products and services and commercial mortgage banking activities, for customers of all business segments. On a consolidated basis, the revenue from these other services is included in net interest income and noninterest income. From a business perspective, the majority of the revenue and expense related to these services is reflected in the Corporate & Institutional Banking segment results and the remainder is reflected in the results of other businesses. The Other Information section in Table 12 includes the consolidated revenue to PNC for treasury management and commercial mortgage banking services. A discussion of the consolidated revenue from these services follows.
The Treasury Management business provides corporations with cash and investment management services, receivables and disbursement management services, funds transfer services, international payment services and access to online/mobile information management and reporting services. Within Treasury Management, PNC Global Transfers provides wholesale money transfer processing capabilities between the U.S. and Mexico and other countries primarily in Central and South America. Treasury management revenue is reported in noninterest income and net interest income. Noninterest income includes treasury management product revenue less earnings credits provided to customers on compensating deposit balances used to pay for products and services.
18    The PNC Financial Services Group, Inc. – Form 10-Q



Net interest income primarily includes revenue from all treasury management customer deposit balances. Compared with the first six months of 2021, treasury management revenue increased due to higher noninterest income and higher deposit balances, including the impact of the BBVA acquisition and wider interest rate spreads on the value of deposits.

Commercial mortgage banking activities include revenue derived from commercial mortgage servicing (both net interest income and noninterest income), revenue derived from commercial mortgage loans held for sale and hedges related to those activities. Total revenue from commercial mortgage banking activities decreased in the comparison primarily due to lower revenue from commercial mortgage loans held for sale and lower commercial mortgage servicing income.

Capital markets related products and services include foreign exchange, derivatives, fixed income, securities underwriting, loan syndications, mergers and acquisitions advisory and equity capital markets advisory related services. The noninterest income generated from these revenue streams is reflected in the capital markets related category on the Consolidated Income Statement. Compared with the first six months of 2021, capital markets related noninterest income increased due to higher merger and acquisition fees, higher fees on customer-related derivatives activities and higher loan syndication fees. These increases were partially offset by lower equity capital markets advisory fees, lower underwriting fees and lower credit valuation on customer-related derivatives activities.
The PNC Financial Services Group, Inc. – Form 10-Q 19  


Asset Management Group

The Asset Management Group strives to be the leading relationship-based provider of investment, planning, credit and cash management solutions and fiduciary services to affluent individuals and institutions by endeavoring to proactively deliver value-added ideas, solutions and exceptional service. Asset Management Group’s priorities are to serve our clients' financial objectives, grow and deepen customer relationships and deliver solid financial performance with prudent risk and expense management.

Table 13: Asset Management Group Table
(Unaudited)
Six months ended June 30    Change
Dollars in millions, except as noted20222021$%
Income Statement
Net interest income$291 $205 $86 42 %
Noninterest income482 473 %
Total revenue773 678 95 14 %
Provision for credit losses 14 (7)(50)%
Noninterest expense521 421 100 24 %
Pretax earnings245 243 %
Income taxes 57 57 — 
Earnings$188 $186 $%
Average Balance Sheet
Loans
Consumer
Residential real estate $7,414 $4,040 $3,374 84 %
Other consumer4,587 4,099 488 12 %
Total consumer 12,001 8,139 3,862 47 %
Commercial1,704 1,087 617 57 %
Total loans$13,705 $9,226 $4,479 49 %
Total assets$14,126 $9,761 $4,365 45 %
Deposits
Noninterest-bearing $3,140 $2,148 $992 46 %
Interest-bearing29,331 19,865 9,466 48 %
Total deposits$32,471 $22,013 $10,458 48 %
Performance Ratios
Return on average assets2.68 %3.84 %
Noninterest income to total revenue62 %70 %
Efficiency67 %62 %  
Supplemental Noninterest Income Information
Asset management fees$469 $465 $%
Brokerage fees 100 %
Total$473 $467 $%
Other Information
Nonperforming assets (a) $114 $85 $29 34 %
Net charge-offs - loans and leases $$$(1)(50)%
Brokerage account client assets (in billions) (a)$$$(1)(20)%
Client Assets Under Administration (in billions) (a) (b)
Discretionary client assets under management$167 $183 $(16)(9)%
Nondiscretionary client assets under administration153 172 (19)(11)%
Total$320 $355 $(35)(10)%
Discretionary client assets under management
PNC Private Bank$103 $119 $(16)(13)%
Institutional Asset Management64 64 — 
Total$167 $183 $(16)(9)%
(a)As of June 30.
(b)Excludes brokerage account client assets. 

The Asset Management Group consists of two primary businesses: PNC Private Bank and Institutional Asset Management.

The PNC Private Bank is focused on being a premier private bank in each of the markets it serves. The business seeks to deliver high quality banking, trust, and investment management services to our emerging affluent, high net worth and ultra-high net worth clients through a broad array of products and services.

20    The PNC Financial Services Group, Inc. – Form 10-Q



Institutional Asset Management provides outsourced chief investment officer, custody, private real estate, cash and fixed income client solutions, and retirement plan fiduciary investment services to institutional clients including corporations, healthcare systems, insurance companies, unions, municipalities and non-profits.

With the inclusion of BBVA, PNC Private Bank has approximately 100 offices operating in nine out of the ten most affluent states in the U.S. with a majority co-located with retail banking branches.

Asset Management Group earnings in the first six months of 2022 increased $2 million compared with the same period in 2021 driven by higher net interest income, higher noninterest income and lower provision for credit losses, partially offset by increases in noninterest expense.

Net interest income increased in the comparison due to growth in average deposit and loan balances, reflecting the BBVA acquisition and organic growth.

Noninterest income increased in the comparison primarily attributable to increases in the average equity markets and the benefit of BBVA.

Noninterest expense increased in the comparison due to the impact of BBVA operations and higher personnel expense.

Discretionary client assets under management decreased in comparison to the prior year, primarily due to lower equity markets as of June 30, 2022.

RISK MANAGEMENT

The Risk Management section included in Item 7 of our 2021 Form 10-K describes our enterprise risk management framework including risk culture, enterprise strategy, risk governance and oversight framework, risk identification, risk assessments, risk controls and monitoring, and risk aggregation and reporting. Additionally, our 2021 Form 10-K provides an analysis of the firm's Capital Management and our key areas of risk, which include but are not limited to Credit, Market, Liquidity and Operational (including Compliance and Information Security).

Credit Risk Management
Credit risk, including our credit risk management processes, is described in further detail in the Credit Risk Management section of our 2021 Form 10-K. The following provides additional information around our loan portfolio, which is our most significant concentration of credit risk.

Loan Portfolio Characteristics and Analysis
Table 14: Details of Loans
In billions
pnc-20220630_g1.jpg
We use several credit quality indicators, as further detailed in Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in Item 1 of this Report, to monitor and measure our exposure to credit risk within our
The PNC Financial Services Group, Inc. – Form 10-Q 21  


loan portfolio. The following provides additional information about the significant loan classes that comprise our Commercial and Consumer portfolio segments.

Commercial

Commercial and Industrial
Commercial and industrial loans comprised 55% and 53% of our total loan portfolio at June 30, 2022 and December 31, 2021, respectively. The majority of our commercial and industrial loans are secured by collateral that provides a secondary source of repayment for the loan should the borrower experience cash generation difficulties. Examples of this collateral include short-term assets, such as accounts receivable, inventory and securities, and long-lived assets, such as equipment, owner-occupied real estate and other business assets.

We actively manage our commercial and industrial loans to assess any changes (both positive and negative) in the level of credit risk at both the borrower and portfolio level. To evaluate the level of credit risk, we assign internal risk ratings reflecting our estimates of the borrower’s PD and LGD for each related credit facility. This two-dimensional credit risk rating methodology provides granularity in the risk monitoring process and is updated on an ongoing basis through our credit risk management processes. In addition to monitoring the level of credit risk, we also monitor concentrations of credit risk pertaining to both specific industries and geographies that may exist in our portfolio. Our commercial and industrial portfolio is well-diversified as shown in the following table which provides a breakout by industry classification (classified based on the North American Industry Classification System).

Table 15: Commercial and Industrial Loans by Industry
June 30, 2022December 31, 2021
Dollars in millionsAmount% of TotalAmount% of Total
Commercial and industrial
Manufacturing$27,179 16 %$22,597 15 %
Retail/wholesale trade26,475 15 22,803 15 
Service providers21,184 12 20,750 14 
Financial services19,594 11 17,950 12 
Technology, media & telecommunications16,249 10 10,070 
Real estate related (a)16,179 10 15,123 10 
Health care10,153 9,944 
Transportation and warehousing7,604 7,136 
Other industries27,214 16 26,560 15 
Total commercial and industrial loans$171,831 100 %$152,933 100 %
(a)    Represents loans to customers in the real estate and construction industries.

Commercial and industrial loan growth from December 31, 2021 was driven by new production and higher utilization of loan commitments, partially offset by PPP loan forgiveness. PPP loans outstanding totaled $1.0 billion and $3.4 billion at June 30, 2022 and December 31, 2021, respectively.

Commercial Real Estate
Commercial real estate loans comprised $20.2 billion related to commercial mortgages on income-producing properties, $6.7 billion of real estate construction project loans and $7.6 billion of intermediate-term financing loans as of June 30, 2022. Comparable amounts as of December 31, 2021 were $18.6 billion, $7.3 billion and $8.1 billion, respectively.
We monitor credit risk associated with our commercial real estate loans similar to commercial and industrial loans by analyzing PD and LGD. Additionally, risks associated with these types of credit activities tend to be correlated to the loan structure, collateral location and quality, project progress and business environment. These attributes are also monitored and utilized in assessing credit risk. The portfolio is geographically diverse due to the nature of our business involving clients throughout the U.S.










22    The PNC Financial Services Group, Inc. – Form 10-Q



The following table presents our commercial real estate loans by geography and property type:
Table 16: Commercial Real Estate Loans by Geography and Property Type
June 30, 2022December 31, 2021
Dollars in millionsAmount% of TotalAmount% of Total
Geography (a)
California$5,925 17 %$5,561 16 %
Texas3,708 11 3,458 10 
Florida2,920 2,987 
Virginia1,653 1,720 
Maryland1,590 1,557 
Pennsylvania1,550 1,482 
Illinois1,360 970 
Ohio1,168 1,219 
Colorado1,142 1,126 
New Jersey986 982 
Other12,450 37 12,953 38 
Total commercial real estate loans$34,452 100 %$34,015 100 %
Property Type (a)
Multifamily$11,744 34 %$10,581 31 %
Office9,406 27 9,547 28 
Industrial/warehouse3,265 2,413 
Retail3,071 3,570 10 
Seniors housing2,298 2,602 
Hotel/motel1,976 2,008 
Mixed use723 724 
Other1,969 2,570 
Total commercial real estate loans$34,452 100 %$34,015 100 %
(a)    Presented in descending order based on loan balances at June 30, 2022.

As remote work continues to be a feasible alternative and notable portions of leased space remain unoccupied, real estate related to the office sector is an area of growing uncertainty. Evolving conditions suggest a structural change for office demand moving forward; however, the change is anticipated to develop over time. PNC continues to closely monitor our exposure in the office sector as these concerns develop, and while internal risk assessments have moved moderately higher, we have not seen a notable change in performance at this time.

Consumer

Residential Real Estate
Residential real estate loans primarily consisted of residential mortgage loans at both June 30, 2022 and December 31, 2021.

We obtain loan attributes at origination, including FICO scores and LTVs, and we update these and other credit metrics at least quarterly. We track borrower performance monthly. We also segment the mortgage portfolio into pools based on product type (e.g., nonconforming, conforming). This information is used for internal reporting and risk management. As part of our overall risk analysis and monitoring, we also segment the portfolio based upon loan delinquency, nonperforming status, modification and bankruptcy status, FICO scores, LTV and geographic concentrations. Loan performance is evaluated by source originators and loan servicers.

The PNC Financial Services Group, Inc. – Form 10-Q 23  


The following table presents certain key statistics related to our residential real estate portfolio:

Table 17: Residential Real Estate Loan Statistics
June 30, 2022December 31, 2021
Dollars in millionsAmount% of TotalAmount% of Total
Geography (a)
California$17,245 39 %$15,041 38 %
Texas4,223 10 4,397 11 
Florida3,263 3,124 
Washington2,564 1,909 
New Jersey1,805 1,660 
New York1,446 1,279 
Arizona1,398 1,435 
Colorado1,147 1,145 
Pennsylvania1,131 1,069 
Illinois936 957 
Other8,559 20 7,696 19 
Total residential real estate loans
$43,717 100 %$39,712 100 %
June 30, 2022December 31, 2021
Weighted-average loan origination statistics (b)
Loan origination FICO score772775
LTV of loan originations68 %67 %
(a)Presented in descending order based on loan balances at June 30, 2022.
(b)Weighted-averages calculated for the twelve months ended June 30, 2022 and December 31, 2021, respectively.

We originate residential mortgage loans nationwide through our national mortgage business as well as within our branch network. Residential mortgage loans underwritten to agency standards, including conforming loan amount limits, are typically sold with servicing retained by us. We also originate nonconforming residential mortgage loans that do not meet agency standards, which we retain on our balance sheet. Our portfolio of originated nonconforming residential mortgage loans totaled $38.4 billion at June 30, 2022 with 44% located in California. Comparable amounts at December 31, 2021 were $34.9 billion and 42%, respectively.

Home Equity
Home equity loans comprised $17.6 billion of primarily variable-rate home equity lines of credit and $7.1 billion of closed-end home equity installment loans at June 30, 2022. Comparable amounts were $15.8 billion and $8.3 billion as of December 31, 2021, respectively.

We track borrower performance of this portfolio monthly similarly to residential real estate loans. We also segment the population into pools based on product type (e.g., home equity loans, brokered home equity loans, home equity lines of credit, brokered home equity lines of credit) and track the historical performance of any related mortgage loans regardless of whether we hold the lien. This information is used for internal reporting and risk management. As part of our overall risk analysis and monitoring, we also segment the portfolio based upon the loan delinquency, nonperforming status, modification and bankruptcy status, FICO scores, LTV, lien position and geographic concentration.

The credit performance of the majority of the home equity portfolio where we hold the first lien position is superior to the portion of the portfolio where we hold the second lien position, but do not hold the first lien. Lien position information is generally determined at the time of origination and monitored on an ongoing basis for risk management purposes. We use a third-party service provider to obtain updated loan information, including lien and collateral data that is aggregated from public and private sources.

24    The PNC Financial Services Group, Inc. – Form 10-Q



The following table presents certain key statistics related to our home equity portfolio:

Table 18: Home Equity Loan Statistics
June 30, 2022December 31, 2021
Dollars in millionsAmount% of TotalAmount% of Total
Geography (a)
Pennsylvania$5,105 21 %$5,108 21 %
New Jersey3,188 13 3,117 13 
Ohio2,364 10 2,398 10 
Florida1,854 1,701 
Michigan1,262 1,246 
Maryland1,220 1,206 
Illinois1,125 1,154 
Texas999 978 
North Carolina941 918 
California881 705 
Other5,754 21 5,530 23 
Total home equity loans$24,693 100 %$24,061 100 %
Lien type
1st lien62 %62 %
2nd lien38 38 
Total100 %100 %
Weighted-average loan origination statistics (b)June 30, 2022December 31, 2021
Loan origination FICO score777782
LTV of loan originations67 %66 %
(a)Presented in descending order based on loan balances at June 30, 2022.
(b)Weighted-averages calculated for the twelve months ended June 30, 2022 and December 31, 2021, respectively.

Automobile
Auto loans comprised $14.2 billion in the indirect auto portfolio and $1.1 billion in the direct auto portfolio as of June 30, 2022. Comparable amounts as of December 31, 2021 were $15.4 billion and $1.2 billion, respectively. The indirect auto portfolio consists of loans originated primarily through franchised dealers, including from expansion into new markets. This business is strategically aligned with our core retail banking business.

The following table presents certain key statistics related to our indirect and direct auto portfolios:

Table 19: Auto Loan Statistics (a)
June 30, 2022December 31, 2021
Weighted-average loan origination FICO score (b)
Indirect auto786791
Direct auto777775
Weighted-average term of loan originations - in months
Indirect auto7372
Direct auto6262
(a)Weighted-averages calculated for the twelve months ended June 30, 2022 and December 31, 2021, respectively.
(b)Calculated using the auto enhanced FICO scale.

We continue to focus on borrowers with strong credit profiles as evidenced by the weighted-average loan origination FICO scores noted in Table 19. We offer both new and used auto financing to customers through our various channels. At June 30, 2022, the portfolio balance was composed of 52% new vehicle loans and 48% used vehicle loans. Comparable amounts at December 31, 2021 were 53% and 47%, respectively.

The auto loan portfolio’s performance is measured monthly, including updated collateral values that are obtained monthly and updated FICO scores that are obtained at least quarterly. For internal reporting and risk management, we analyze the portfolio by product channel and product type and regularly evaluate default and delinquency experience. As part of our overall risk analysis and monitoring, we segment the portfolio by geography, channel, collateral attributes and credit metrics which include FICO score, LTV and term.


The PNC Financial Services Group, Inc. – Form 10-Q 25  


Nonperforming Assets and Loan Delinquencies
Nonperforming Assets
Nonperforming assets include nonperforming loans and leases for which ultimate collectability of the full amount of contractual principal and interest is not probable and include nonperforming TDRs and PCD loans, OREO and foreclosed assets. Loans held for sale, certain government insured or guaranteed loans and loans accounted for under the fair value option are excluded from nonperforming loans. See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K for details on our nonaccrual policies.

The following table presents a summary of nonperforming assets by major category:

Table 20: Nonperforming Assets by Type
 June 30, 2022December 31, 2021Change
Dollars in millions$%
Nonperforming loans    
Commercial$815 $1,168 $(353)(30)%
Consumer (a)1,231 1,312 (81)(6)%
Total nonperforming loans2,046 2,480 (434)(18)%
OREO and foreclosed assets29 26 12 %
Total nonperforming assets$2,075 $2,506 $(431)(17)%
TDRs included in nonperforming loans$715 $988 $(273)(28)%
Percentage of total nonperforming loans35 %40 %  
Nonperforming loans to total loans0.66 %0.86 %
Nonperforming assets to total loans, OREO and foreclosed assets0.67 %0.87 %
Nonperforming assets to total assets0.38 %0.45 %
Allowance for loan and lease losses to nonperforming loans 218 %196 %  
Allowance for credit losses to nonperforming loans (b)251 %223 %
(a)Excludes most unsecured consumer loans and lines of credit, which are charged off after 120 to 180 days past due and are not placed on nonperforming status.
(b)Calculated excluding allowances for investment securities and other financial assets.

The following table provides details on the change in nonperforming assets for the six months ended June 30, 2022 and 2021:

Table 21: Change in Nonperforming Assets
In millions20222021
January 1$2,506 $2,337 
Acquired nonperforming assets (a)880 
New nonperforming assets739 456 
Charge-offs and valuation adjustments(117)(131)
Principal activity, including paydowns and payoffs(547)(450)
Asset sales and transfers to loans held for sale(27)(101)
Returned to performing status(479)(173)
June 30$2,075 $2,818 
(a)Represents the June 30, 2021 balance of nonperforming assets attributable to BBVA.

As of June 30, 2022, approximately 98% of total nonperforming loans were secured by collateral which lessened reserve requirements and is expected to reduce credit losses.

Within consumer nonperforming loans, residential real estate TDRs comprised 46% of total residential real estate nonperforming loans while home equity TDRs comprised 32% of home equity nonperforming loans at June 30, 2022. Comparable amounts at December 31, 2021 were 42% and 36%, respectively. TDRs generally remain in nonperforming status until a borrower has made at least six consecutive months of both principal and interest payments under the modified terms or ultimate resolution occurs. Loans where borrowers have been discharged from personal liability through Chapter 7 bankruptcy and have not formally reaffirmed their loan obligations to us and loans to borrowers not currently obligated to make both principal and interest payments under the restructured terms are not returned to accrual status. See Troubled Debt Restructurings and Loan Modifications within this Credit Risk
26    The PNC Financial Services Group, Inc. – Form 10-Q



Management section for more information on how certain loans to borrowers experiencing COVID-19 related difficulties were treated prior to the expiration of CARES Act TDR relief.

Loan Delinquencies
We regularly monitor the level of loan delinquencies and believe these levels may be a key indicator of credit quality in our loan portfolio. Measurement of delinquency status is based on the contractual terms of each loan. Loans that are 30 days or more past due in terms of payment are considered delinquent. Loan delinquencies include government insured or guaranteed loans, loans accounted for under the fair value option and PCD loans. Amounts exclude loans held for sale.

We manage credit risk based on the risk profile of the borrower, repayment sources, underlying collateral, and other support given current events, economic conditions and expectations. We refine our practices to meet the changing environment resulting from rising inflation levels, supply chain disruptions, higher rates, and secular changes fostered by the COVID-19 pandemic. To mitigate losses and enhance customer support, we have customer assistance, loan modification and collection programs that align with the CARES Act and subsequent interagency guidance. As a result, under the CARES Act credit reporting rules, certain loans modified due to COVID-19 related hardships are not being reported as past due as of June 30, 2022 and December 31, 2021 based on the contractual terms of the loan, even where borrowers may not be making payments on their loans during the modification period.
The following table presents a summary of accruing loans past due by delinquency status:
Table 22: Accruing Loans Past Due (a)
 Amount
  
% of Total Loans Outstanding
 June 30
2022
December 31
2021
ChangeJune 30
2022
December 31
2021
Dollars in millions$%
Early stage loan delinquencies      
Accruing loans past due 30 to 59 days$696 $1,011 $(315)(31)%0.22 %0.35 %
Accruing loans past due 60 to 89 days345 355 (10)(3)%0.11 %0.12 %
Total early stage loan delinquencies1,041 1,366 (325)(24)%0.33 %0.47 %
Late stage loan delinquencies
Accruing loans past due 90 days or more470 619 (149)(24)%0.15 %0.21 %
Total accruing loans past due$1,511 $1,985 $(474)(24)%0.49 %0.69 %
(a)Past due loan amounts include government insured or guaranteed loans of $0.4 billion and $0.5 billion at June 30, 2022 and December 31, 2021, respectively.

The decline in accruing loans past due from December 31, 2021 was due to reductions in both consumer and commercial delinquencies, driven by the resolution of BBVA conversion-related administrative and operational delays.

Accruing loans past due 90 days or more continue to accrue interest because they are (i) well secured by collateral and are in the process of collection, (ii) managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines, or (iii) certain government insured or guaranteed loans. As such, they are excluded from nonperforming loans.

Troubled Debt Restructurings and Loan Modifications
Troubled Debt Restructurings
A TDR is a loan whose terms have been restructured in a manner that grants a concession to a borrower experiencing financial difficulties. TDRs result from our loss mitigation activities and include rate reductions, principal forgiveness, postponement/reduction of scheduled amortization and extensions, which are intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Additionally, TDRs also result from court-imposed concessions (e.g., a Chapter 7 bankruptcy where the debtor is discharged from personal liability to us and a court approved Chapter 13 bankruptcy repayment plan). Loans to borrowers experiencing COVID-19 related hardships that met certain criteria under the CARES Act were not categorized as TDRs during the relief period, which expired on January 1, 2022. Consistent with the expiration of the CARES Act TDR relief (and as amended by the Consolidated Appropriations Act), loans that experience a COVID-19 related hardship and are restructured after January 1, 2022 are subject to existing GAAP guidance related to TDRs.

The PNC Financial Services Group, Inc. – Form 10-Q 27  


The following table provides a summary of troubled debt restructurings at June 30, 2022 and December 31, 2021, respectively:
Table 23: Summary of Troubled Debt Restructurings (a)
 June 30
2022
December 31
2021
Change
Dollars in millions$%
Commercial$517 $672 $(155)(23)%
Consumer867 919 (52)(6)%
Total TDRs$1,384 $1,591 $(207)(13)%
Nonperforming$715 $988 $(273)(28)%
Accruing (b)669 603 66 11 %
Total TDRs$1,384 $1,591 $(207)(13)%
(a)Amounts in table do not include associated valuation allowances.
(b)Accruing loans include consumer credit card loans and certain loans that have demonstrated a period of at least six months of performance under the restructured terms and are excluded from nonperforming loans.

Nonperforming TDRs represented approximately 35% of total nonperforming loans and 52% of total TDRs at June 30, 2022. Comparable amounts at December 31, 2021 were 40% and 62%, respectively. The remaining portion of TDRs represents TDRs that have been returned to accrual status after performing under the restructured terms for at least six consecutive months.

See Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in Item 1 of this Report for additional information on TDRs.

Loan Modifications
PNC provides relief to our customers through a variety of solutions. Commercial loan and lease modifications are based on each individual borrower’s situation and may involve reduction of the interest rate, extension of the loan term and/or forgiveness of principal. Consumer loan modifications are evaluated under our hardship relief programs, including COVID-19 related hardships that extended beyond the initial relief period.

See Troubled Debt Restructurings within this Credit Risk Management section for more information on how certain loans to borrowers experiencing COVID-19 related difficulties were treated prior to the expiration of CARES Act TDR relief.

For additional information related to loan modifications granted in response to the economic impacts of COVID-19, see the Credit Risk Management portion of the Risk Management section of our 2021 Form 10-K.

Allowance for Credit Losses
Our determination of the ACL is based on historical loss and performance experience, current economic conditions, reasonable and supportable forecasts of future conditions and other relevant factors, including current borrower and/or transaction characteristics. We maintain the ACL at an appropriate level for expected losses on our existing investment securities, loans, equipment finance leases, trade receivables and other financial assets and off-balance sheet credit exposures and determine this allowance based on quarterly assessments of the remaining estimated contractual term of the assets or exposures as of the balance sheet date.

See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K and the Credit Risk Management section within Item 7 of our 2021 Form 10-K for additional discussion of our ACL, including details of our methodologies. See also the Critical Accounting Estimates and Judgments section of this Financial Review for further discussion of the assumptions used in the determination of the ACL as of June 30, 2022.

28    The PNC Financial Services Group, Inc. – Form 10-Q



The following table summarizes our ACL related to loans:

Table 24: Allowance for Credit Losses by Loan Class (a)
June 30, 2022December 31, 2021

Dollars in millions
Allowance AmountTotal Loans% of Total LoansAllowance AmountTotal Loans% of Total Loans
Allowance for loans and lease losses
Commercial
Commercial and industrial$1,853 $171,831 1.08 %$1,879 $152,933 1.23 %
Commercial real estate993 34,452 2.88 %1,216 34,015 3.57 %
Equipment lease financing91 6,240 1.46 %90 6,130 1.47 %
Total commercial2,937 212,523 1.38 %3,185 193,078 1.65 %
Consumer
Residential real estate36 43,717 0.08 %21 39,712 0.05 %
Home equity190 24,693 0.77 %149 24,061 0.62 %
Automobile254 15,323 1.66 %372 16,635 2.24 %
Credit card715 6,650 10.75 %712 6,626 10.75 %
Education63 2,332 2.70 %71 2,533 2.80 %
Other consumer267 5,562 4.80 %358 5,727 6.25 %
Total consumer1,525 98,277 1.55 %1,683 95,294 1.77 %
Total 4,462 $310,800 1.44 %4,868 $288,372 1.69 %
Allowance for unfunded lending related commitments
681 662 
Allowance for credit losses
$5,143 $5,530 
Allowance for credit losses to total loans1.65 %1.92 %
Commercial1.68 %1.94 %
Consumer1.60 %1.87 %
(a)    Excludes allowances for investment securities and other financial assets, which together totaled $163 million and $171 million at June 30, 2022 and December 31, 2021, respectively.

The PNC Financial Services Group, Inc. – Form 10-Q 29  


The following table summarizes our loan charge-offs and recoveries:
Table 25: Loan Charge-Offs and Recoveries
Six months ended June 30Gross
Charge-offs
RecoveriesNet Charge-offs /
(Recoveries)
% of Average
Loans (Annualized)
Dollars in millions
2022
Commercial
Commercial and industrial$71 $45 $26 0.03 %
Commercial real estate15 13 0.08 %
Equipment lease financing(3)(0.10)%
Total commercial 89 53 36 0.04 %
Consumer
Residential real estate11 (4)(0.02)%
Home equity39 (33)(0.27)%
Automobile86 70 16 0.20 %
Credit card135 31 104 3.24 %
Education0.41 %
Other consumer115 19 96 3.45 %
Total consumer357 173 184 0.39 %
  Total$446 $226 $220 0.15 %
2021
Commercial
Commercial and industrial$304 $43 $261 0.39 %
Commercial real estate33 30 0.20 %
Equipment lease financing
Total commercial343 52 291 0.34 %
Consumer
Residential real estate11 (4)(0.03)%
Home equity14 38 (24)(0.20)%
Automobile87 79 0.11 %
Credit card134 23 111 3.81 %
Education0.28 %
Other consumer 78 12 66 2.75 %
Total consumer328 167 161 0.42 %
  Total$671 $219 $452 0.37 %

Total net charge-offs decreased $232 million, or 51%, for the first six months of 2022 compared to the same period in 2021. Commercial net charge-offs in the comparative period included $248 million attributable to BBVA, which were largely the result of required purchase accounting treatment for the acquisition.

See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K and Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in this Report for additional information.
Liquidity and Capital Management
Liquidity risk, including our liquidity monitoring measures and tools, is described in further detail in the Liquidity and Capital Management section of our 2021 Form 10-K.

One of the ways we monitor our liquidity is by reference to the LCR, a regulatory minimum liquidity requirement designed to ensure that covered banking organizations maintain an adequate level of liquidity to meet net liquidity needs over the course of a hypothetical 30-day stress scenario. PNC and PNC Bank calculate the LCR daily, and as of June 30, 2022, the LCR for PNC and PNC Bank exceeded the minimum requirement of 100%.

The NSFR is designed to measure the stability of the maturity structure of assets and liabilities of banking organizations over a one-year time horizon. PNC and PNC Bank are required to calculate the NSFR on an ongoing basis, and as of June 30, 2022, the NSFR for PNC and PNC Bank exceeded the minimum requirement of 100%.

30    The PNC Financial Services Group, Inc. – Form 10-Q



We provide additional information regarding regulatory liquidity requirements and their potential impact on us in the Supervision and Regulation section of Item 1 Business and Item 1A Risk Factors of our 2021 Form 10-K.

Sources of Liquidity
Our largest source of liquidity on a consolidated basis is the customer deposit base generated by our banking businesses. These deposits provide relatively stable and low-cost funding. Total deposits decreased to $440.8 billion at June 30, 2022 from $457.3 billion at December 31, 2021, driven by decreases in both noninterest-bearing and interest-bearing deposits. See the Funding Sources portion of the Consolidated Balance Sheet Review section of this Financial Review for additional information related to our deposits. Additionally, certain assets determined by us to be liquid as well as unused borrowing capacity from a number of sources are also available to manage our liquidity position.
At June 30, 2022, our liquid assets consisted of cash and due from banks and short-term investments (federal funds sold, resale agreements, trading securities and interest-earning deposits with banks) totaling $40.8 billion and securities available for sale totaling $53.0 billion. The level of liquid assets fluctuates over time based on many factors, including market conditions, loan and deposit growth and balance sheet management activities. Our liquid assets included an insignificant amount of securities available for sale and trading securities pledged as collateral to secure public and trust deposits, repurchase agreements and for other purposes. In addition, $21.2 billion of securities held to maturity were also pledged as collateral.

We also obtain liquidity through various forms of funding, including long-term debt (senior notes, subordinated debt and FHLB borrowings) and short-term borrowings (securities sold under repurchase agreements, commercial paper and other short-term borrowings). See the Funding Sources section of the Consolidated Balance Sheet Review in this Financial Review, Note 8 Borrowed Funds in the Notes To Consolidated Financial Statements included in this Report and Note 10 Borrowed Funds in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K for additional information related to our borrowings.
Total senior and subordinated debt, on a consolidated basis, decreased due to the following activity:
Table 26: Senior and Subordinated Debt
In billions2022
January 1$27.7 
Issuances0.9 
Calls and maturities(5.3)
Other(1.5)
June 30$21.8 
Bank Liquidity
Under PNC Bank’s 2014 bank note program, as amended, PNC Bank may from time to time offer up to $40.0 billion aggregate principal amount outstanding at any one time of its unsecured senior and subordinated notes with maturity dates more than nine months (in the case of senior notes) and five years or more (in the case of subordinated notes) from their date of issue. At June 30, 2022, PNC Bank had $10.2 billion of notes outstanding under this program of which $5.2 billion were senior bank notes and $5.0 billion were subordinated bank notes.
The following table details PNC Bank note redemptions in the second quarter of 2022:

Table 27: PNC Bank Notes Redeemed
Redemption DateAmountDescription of Redemption
May 31, 2022$750 millionAll outstanding senior bank notes with an original scheduled maturity date of June 29, 2022. The securities had a distribution rate of 2.875%. The redemption price was equal to $1,000 per $1,000 in principal amount, plus any accrued and unpaid distributions to the redemption date of May 31, 2022.
June 28, 2022$750 millionAll outstanding senior bank notes with an original scheduled maturity date of July 28, 2022. The securities had a distribution rate of 2.450%. The redemption price was equal to $1,000 per $1,000 in principal amount, plus any accrued and unpaid distributions to the redemption date of June 28, 2022.

PNC Bank maintains additional secured borrowing capacity with the FHLB-Pittsburgh and through the Federal Reserve Bank discount window. The Federal Reserve Bank, however, is not viewed as a primary means of funding our routine business activities, but rather as a potential source of liquidity in a stressed environment or during a market disruption. At June 30, 2022, our unused secured borrowing capacity at the FHLB-Pittsburgh and the Federal Reserve Bank totaled $79.5 billion.

The PNC Financial Services Group, Inc. – Form 10-Q 31  


PNC Bank has the ability to offer up to $10.0 billion of its commercial paper to provide additional liquidity. At June 30, 2022, there were no issuances outstanding under this program.

Additionally, PNC Bank may also access funding from the parent company through deposits placed at the bank, or through issuing its senior unsecured notes.

Parent Company Liquidity
In addition to managing liquidity risk at the bank level, we monitor the parent company’s liquidity. The parent company’s contractual obligations consist primarily of debt service related to parent company borrowings and funding non-bank affiliates. Additionally, the parent company maintains liquidity to fund discretionary activities such as paying dividends to our shareholders, share repurchases and acquisitions.

At June 30, 2022, available parent company liquidity totaled $8.2 billion. Parent company liquidity is held in intercompany cash and investments. For investments with longer durations, the related maturities are aligned with scheduled cash needs, such as the maturity of parent company debt obligations.

The principal source of parent company liquidity is the dividends or other capital distributions it receives from PNC Bank, which may be impacted by the following:
Bank-level capital needs,
Laws, regulations and the results of supervisory activities,
Corporate policies,
Contractual restrictions, and
Other factors.

There are statutory and regulatory limitations on the ability of a national bank to pay dividends or make other capital distributions or to extend credit to the parent company or its non-bank subsidiaries. The amount available for dividend payments by PNC Bank to the parent company without prior regulatory approval was $2.1 billion at June 30, 2022. See Note 20 Regulatory Matters in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K for further discussion of these limitations.

In addition to dividends from PNC Bank, other sources of parent company liquidity include cash and investments, as well as dividends and loan repayments from other subsidiaries and dividends or distributions from equity investments. We can also generate liquidity for the parent company and PNC’s non-bank subsidiaries through the issuance of debt and equity securities, including certain capital instruments, in public or private markets and commercial paper. Authorized by the Board of Directors, the parent company has the ability to offer up to $5.0 billion of commercial paper to provide additional liquidity. At June 30, 2022, there were no commercial paper issuances outstanding.
The following table details Parent Company note issuances in the second quarter of 2022:

Table 28: Parent Company Notes Issued
Issuance DateAmountDescription of Issuance
June 6, 2022$850 million$850 million of subordinated fixed-to-floating rate notes with a maturity date of June 6, 2033. Interest is payable semi-annually in arrears at a fixed rate of 4.626% per annum, on June 6 and December 9 of each year, beginning on December 6, 2022. Beginning on June 6, 2032, interest is payable quarterly in arrears at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index), plus 1.850%, on September 6, 2032, December 6, 2032, March 6, 2033 and at the maturity date.

Parent company senior and subordinated debt outstanding totaled $10.4 billion and $11.4 billion at June 30, 2022 and December 31, 2021, respectively.

Contractual Obligations and Commitments
We have contractual obligations representing required future payments on borrowed funds, time deposits, leases, pension and postretirement benefits and purchase obligations. See the Liquidity and Capital Management portion of the Risk Management section of our 2021 Form 10-K for more information on these future cash outflows. Additionally, in the normal course of business we have various commitments outstanding, certain of which are not included on our Consolidated Balance Sheet. We provide information on our commitments in Note 9 Commitments in the Notes To Consolidated Financial Statements of this Report.

Credit Ratings
PNC’s credit ratings affect the cost and availability of short and long-term funding, collateral requirements for certain derivative instruments and the ability to offer certain products.

32    The PNC Financial Services Group, Inc. – Form 10-Q



In general, rating agencies base their ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset quality, business mix, level and quality of earnings, and the current legislative and regulatory environment, including implied government support. A decrease, or potential decrease, in credit ratings could impact access to the capital markets and/or increase the cost of debt, and thereby adversely affect liquidity and financial condition.
The following table presents credit ratings for PNC and PNC Bank as of June 30, 2022:
Table 29: Credit Ratings for PNC and PNC Bank
June 30, 2022
  
Moody’sStandard & Poor’sFitch
PNC
Senior debtA3A-A
Subordinated debtA3BBB+A-
Preferred stockBaa2BBB-BBB
PNC Bank
Senior debtA2AA+
Subordinated debtA3A-A
Long-term depositsAa3AAA-
Short-term depositsP-1A-1F1+
Short-term notesP-1A-1F1

Capital Management
Detailed information on our capital management processes and activities is included in the Supervision and Regulation section of Item 1 of our 2021 Form 10-K.

We manage our funding and capital positions by making adjustments to our balance sheet size and composition, issuing or redeeming debt, issuing equity or other capital instruments, executing treasury stock transactions and capital redemptions or repurchases, and managing dividend policies and retaining earnings.

On April 26, 2022, PNC issued 1,000,000 depositary shares each representing 1/100th ownership in a share of 6.000% fixed-rate reset non-cumulative perpetual preferred stock, Series U, with a par value of $1 per share.

In the second quarter of 2022, PNC returned $1.4 billion of capital to shareholders through $737 million of common share repurchases, representing 4.3 million shares, and $627 million of dividends on common shares. Consistent with the SCB framework, which allows for capital return in amounts in excess of the SCB minimum levels, our Board of Directors recently authorized a new repurchase framework under the previously approved repurchase program of up to 100 million common shares, of which approximately 59% were still available for repurchase at June 30, 2022. This framework and our capital flexibility allow for the continuation of our recent quarterly average share repurchase levels in dollars as well as the ability to increase those levels should conditions warrant. PNC's SCB for the four-quarter period beginning October 1, 2022 is 2.9%.

On July 1, 2022, the PNC Board of Directors declared a quarterly cash dividend on common stock of $1.50 per share payable on August 5, 2022.



The PNC Financial Services Group, Inc. – Form 10-Q 33  


Table 30: Basel III Capital
June 30, 2022
Dollars in millionsBasel III (a) Fully Implemented
(estimated) (b)
Common equity Tier 1 capital
Common stock plus related surplus, net of treasury stock(1,834)(1,834)
Retained earnings52,564 51,841 
Goodwill, net of associated deferred tax liabilities(10,699)(10,699)
Other disallowed intangibles, net of deferred tax liabilities(395)(395)
Other adjustments/(deductions)(99)(107)
Common equity Tier 1 capital (c)39,537 38,806 
Additional Tier 1 capital
Preferred stock plus related surplus6,004 6,004 
Tier 1 capital45,541 44,810 
Additional Tier 2 capital
Qualifying subordinated debt3,793 3,793 
Eligible credit reserves includable in Tier 2 capital4,070 4,785 
Total Basel III capital$53,404 $53,388 
Risk-weighted assets
Basel III standardized approach risk-weighted assets (d)$413,432 $413,706 
Average quarterly adjusted total assets$539,996 $539,265 
Supplementary leverage exposure (e)$637,236 $637,229 
Basel III risk-based capital and leverage ratios (f)
Common equity Tier 19.6 %9.4 %
Tier 1 11.0 %10.8 %
Total 12.9 %12.9 %
Leverage (g)8.4 %8.3 %
Supplementary leverage ratio (e)7.1 %7.0 %
(a)The ratios are calculated to reflect PNC’s election to adopt the CECL five-year transition provisions. Effective for the first quarter 2022, PNC is now in the three-year transition period and the full impact of the CECL standard is being phased-in to regulatory capital through December 31, 2024.
(b)The ratios are calculated to reflect the full impact of CECL and excludes the benefits of the optional five-year transition.
(c)As permitted, PNC and PNC Bank have elected to exclude AOCI related to both available for sale securities and pension and other post-retirement plans from CET1 capital.
(d)Basel III standardized approach risk-weighted assets are based on the Basel III standardized approach rules and include credit and market risk-weighted assets.
(e)The Supplementary leverage ratio is calculated based on Tier 1 capital divided by Supplementary leverage exposure, which takes into account the quarterly average of both on balance sheet assets as well as certain off-balance sheet items, including loan commitments and potential future exposure under derivative contracts.
(f)All ratios are calculated using the regulatory capital methodology applicable to PNC and calculated based on the standardized approach.
(g)Leverage ratio is calculated based on Tier 1 capital divided by Average quarterly adjusted total assets.

PNC’s regulatory risk-based capital ratios are calculated using the standardized approach for determining risk-weighted assets. Under the standardized approach for determining credit risk-weighted assets, exposures are generally assigned a pre-defined risk weight. Exposures to high volatility commercial real estate, nonaccruals, TDRs, past due exposures and equity exposures are generally subject to higher risk weights than other types of exposures.
The regulatory agencies have adopted a rule permitting banks to delay the estimated impact on regulatory capital stemming from implementing CECL. CECL’s estimated impact on CET1 capital, as defined by the rule, is the change in retained earnings at adoption plus or minus 25% of the change in CECL ACL at the balance sheet date, excluding the initial allowance for PCD loans from BBVA, compared to CECL ACL at adoption. Effective for the first quarter of 2022, PNC is now in the three-year transition period, and the full impact of the CECL standard is being phased-in to regulatory capital through December 31, 2024. See additional discussion of this rule in the Supervision and Regulation section of Item 1 Business and Item 1A Risk Factors of our 2021 Form 10-K.
At June 30, 2022, PNC and PNC Bank were considered “well capitalized,” based on applicable U.S. regulatory capital ratio requirements. To qualify as “well capitalized”, PNC must have Basel III capital ratios of at least 6% for Tier 1 risk-based capital and 10% for Total risk-based capital, and PNC Bank must have Basel III capital ratios of at least 6.5% for Common equity Tier 1 risk-based capital, 8% for Tier 1 risk-based capital, 10% for Total risk-based capital and a Leverage ratio of at least 5%.

Federal banking regulators have stated that they expect the largest U.S. BHCs, including PNC, to have a level of regulatory capital well in excess of the regulatory minimum and have required the largest U.S. BHCs, including PNC, to have a capital buffer sufficient
34    The PNC Financial Services Group, Inc. – Form 10-Q



to withstand losses and allow them to meet the credit needs of their customers through estimated stress scenarios. We seek to manage our capital consistent with these regulatory principles, and believe that our June 30, 2022 capital levels were aligned with them.

We provide additional information regarding regulatory capital requirements and some of their potential impacts on us in the Supervision and Regulation section of Item 1 Business, Item 1A Risk Factors and Note 20 Regulatory Matters in the Notes To Consolidated Financial Statements in Item 8 of our 2021 Form 10-K.

Market Risk Management
See the Market Risk Management portion of the Risk Management Section in our 2021 Form 10-K for additional discussion regarding market risk.

Market Risk Management – Interest Rate Risk
Interest rate risk results primarily from our traditional banking activities of gathering deposits and extending loans. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences, affect the difference between the interest that we earn on assets and the interest that we pay on liabilities and the level of our noninterest-bearing funding sources. Due to the repricing term mismatches and embedded options inherent in certain of these products, changes in market interest rates not only affect expected near-term earnings, but also the economic values of these assets and liabilities.

Our Asset and Liability Management group centrally manages interest rate risk as prescribed in our risk management policies, which are approved by management’s Asset and Liability Committee and the Risk Committee of the Board of Directors.
Sensitivity results and market interest rate benchmarks for the second quarters of 2022 and 2021 follow:

Table 31: Interest Sensitivity Analysis
Second Quarter 2022Second Quarter 2021
Net Interest Income Sensitivity Simulation
Effect on net interest income in first year from gradual interest rate change over the
   following 12 months of:
100 basis point increase3.2 %5.2 %
100 basis point decrease (a)(3.4)%N/A
Effect on net interest income in second year from gradual interest rate change over the
    preceding 12 months of:
100 basis point increase5.6 %13.1 %
100 basis point decrease (a)(6.4)%N/A
(a)Due to the prevailing low interest rate environment post pandemic, the reporting of Net interest income sensitivities for the 100 basis point decrease scenario was suspended from the first quarter of 2020 to the first quarter of 2022.
In addition to measuring the effect on net interest income assuming parallel changes in current interest rates, we routinely simulate the effects of a number of nonparallel interest rate environments. Table 32 reflects the percentage change in net interest income over the next two 12-month periods, assuming (i) the PNC Economist’s most likely rate forecast, (ii) implied market forward rates and (iii) yield curve slope flattening (a 100 basis point yield curve slope flattening between one-month and ten-year rates superimposed on current base rates) scenario.

All changes in forecasted net interest income are relative to results in a base rate scenario where current market rates are assumed to remain unchanged over the forecast horizon.
Table 32: Net Interest Income Sensitivity to Alternative Rate Scenarios
June 30, 2022
PNC
Economist
Market
Forward
Slope
Flattening
First year sensitivity5.8 %6.5 %(0.8)%
Second year sensitivity(0.5)%(1.2)%(3.1)%

When forecasting net interest income, we make assumptions about interest rates and the shape of the yield curve, the volume and characteristics of new business and the behavior of existing on- and off-balance sheet positions. These assumptions determine the future level of simulated net interest income in the base interest rate scenario and the other interest rate scenarios presented in Tables 31 and 32. These simulations assume that as assets and liabilities mature, they are replaced or repriced at then current market rates.

The PNC Financial Services Group, Inc. – Form 10-Q 35  


The following graph presents the SOFR curves for the base rate scenario and each of the alternate scenarios one year forward.
Table 33: Alternate Interest Rate Scenarios: One Year Forward
pnc-20220630_g2.gif

The second quarter 2022 interest sensitivity analyses indicate that our Consolidated Balance Sheet is positioned to benefit from an increase in interest rates and an upward sloping interest rate yield curve. We believe that we have the deposit funding base and balance sheet flexibility to adjust, where appropriate and permissible, to changing interest rates and market conditions.

LIBOR Transition
The scheduled discontinuance of the requirement that banks submit rates for the calculation of LIBOR after June 30, 2023 presents risks to the financial instruments originated, held or serviced by PNC that use LIBOR as a reference rate. For more discussion regarding the transition from LIBOR, see the Risk Management section in Item 7 of our 2021 Form 10-K.

Key efforts related to our transition plan to date have included:
Enhancing fallback language in new contracts and reviewing existing legal contracts/agreements to assess fallback language impacts,
Making preparations for internal operational readiness,
Making necessary enhancements to PNC's infrastructure, including systems, models, valuation tools and processes,
Developing and delivering on internal and external LIBOR cessation communication plans,
Engaging with PNC clients, industry working groups and regulators,
Monitoring developments associated with LIBOR alternatives and industry practices related to LIBOR-indexed instruments,
Incorporating BBVA into PNC’s LIBOR transition effort, and
Initiating the offering of instruments referencing alternative rates in order to align with regulatory guidance encouraging the transition away from the use of USD LIBOR in new contracts after December 31, 2021.

PNC began offering conforming adjustable rate mortgages using SOFR instead of USD LIBOR, in line with Fannie Mae and Freddie Mac requirements, and nonconforming adjustable rate residential mortgages using SOFR and private education loans using Prime. Alternative rates including, but not limited to, the Bloomberg Short Term Bank Yield Index and SOFR are currently being offered to our corporate and commercial customers. The focus for 2022 is planning for the cessation event in 2023 for all lines of business. Corporate & Institutional Banking has initiated amending contracts with inadequate fallback language, working on systems enhancements and continuing with client outreach and education. PNC has provided regular updates to Federal Reserve, OCC and FDIC examination staff regarding its LIBOR cessation and transition plans.

Market Risk Management – Customer-Related Trading Risk
We engage in fixed income securities, derivatives and foreign exchange transactions to support our customers’ investing and hedging activities. These transactions, related hedges and the credit valuation adjustment related to our customer derivatives portfolio are marked-to-market daily and reported as customer-related trading activities.We do not engage in proprietary trading of these products.
36    The PNC Financial Services Group, Inc. – Form 10-Q



We use VaR as the primary means to measure and monitor market risk in customer-related trading activities. VaR is used to estimate the probability of portfolio losses based on the statistical analysis of historical market risk factors. VaR is calculated for each of the portfolios that comprise our customer-related trading activities of which the majority are covered positions as defined by the Market Risk Rule. VaR is computed with positions and market risk factors updated daily to ensure each portfolio is operating within its acceptable limits.
See the Market Risk Management – Customer-Related Trading Risk section of our 2021 Form 10-K for more information on our models used to calculate VaR and our backtesting process.
Customer-related trading revenue was $198 million for the six months ended June 30, 2022, compared to $179 million for the six months ended June 30, 2021. The increase was primarily due to improved interest rate derivative and foreign exchange client sales revenues, partially offset by the impact of changes in credit valuations for customer-related derivative activities.
Market Risk Management – Equity And Other Investment Risk
Equity investment risk is the risk of potential losses associated with investing in both private and public equity markets. In addition to extending credit, taking deposits, underwriting securities and trading financial instruments, we make and manage direct investments in a variety of transactions, including management buyouts, recapitalizations and growth financings in a variety of industries. We also have investments in affiliated and non-affiliated funds that make similar investments in private equity, consistent with regulatory limitations. The economic and/or book value of these investments and other assets are directly affected by changes in market factors.
Various PNC business units manage our equity and other investment activities. Our businesses are responsible for making investment decisions within the approved policy limits and associated guidelines.
A summary of our equity investments follows:
Table 34: Equity Investments Summary
 June 30
2022
December 31
2021
Change
Dollars in millions$%
Tax credit investments$4,081 $3,954 $127 %
Private equity and other 4,360 4,226 134 %
Total$8,441 $8,180 $261 %

Tax Credit Investments
Included in our equity investments are direct tax credit investments and equity investments held by consolidated entities. These tax credit investment balances included unfunded commitments totaling $2.3 billion and $2.2 billion at June 30, 2022 and December 31, 2021, respectively. These unfunded commitments are included in Other liabilities on our Consolidated Balance Sheet.

Note 5 Loan Sale and Servicing Activities and Variable Interest Entities in the Notes To Consolidated Financial Statements in Item 8 of our 2021 Form 10-K has further information on tax credit investments.

Private Equity and Other
The largest component of our other equity investments is our private equity portfolio. The private equity portfolio is an illiquid portfolio consisting of mezzanine and equity investments that vary by industry, stage and type of investment. Private equity investments carried at estimated fair value totaled $2.0 billion and $1.8 billion at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, $1.9 billion was invested directly in a variety of companies and $0.1 billion was invested indirectly through various private equity funds.

Included in our other equity investments are Visa Class B common shares, which are recorded at cost. Visa Class B common shares that we own are transferable only under limited circumstances until they can be converted into shares of the publicly-traded Class A common shares, which cannot happen until the resolution of the pending interchange litigation. Based upon the June 30, 2022 per share closing price of $196.89 for a Visa Class A common share, the estimated value of our total investment in the Class B common shares was approximately $1.1 billion at the current conversion rate of Visa B shares to Visa A shares, while our cost basis was insignificant. See Note 15 Fair Value and Note 21 Legal Proceedings in the Notes To Consolidated Financial Statements in Item 8 of our 2021 Form 10-K for additional information regarding our Visa agreements. The estimated value does not represent fair value of the Visa B common shares given the shares' limited transferability and the lack of observable transactions in the marketplace.

We also have certain other equity investments, the majority of which represent investments in affiliated and non-affiliated funds with both traditional and alternative investment strategies. Net gains related to these investments were $23 million for the six months ended June 30, 2022 and $42 million for the six months ended June 30, 2021.


The PNC Financial Services Group, Inc. – Form 10-Q 37  


Financial Derivatives
We use a variety of financial derivatives as part of the overall asset and liability risk management process to help manage exposure to market (primarily interest rate) and credit risk inherent in our business activities. We also enter into derivatives with customers to facilitate their risk management activities.

Financial derivatives involve, to varying degrees, market and credit risk. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional and an underlying as specified in the contract. Therefore, cash requirements and exposure to credit risk are significantly less than the notional amount on these instruments.

Further information on our financial derivatives is presented in Note 1 Accounting Policies, Note 15 Fair Value and Note 16 Financial Derivatives in our Notes To Consolidated Financial Statements in Item 8 of our 2021 Form 10-K and in Note 12 Fair Value and Note 13 Financial Derivatives in the Notes To Consolidated Financial Statements in Item 1 of this Report.

Not all elements of market and credit risk are addressed through the use of financial derivatives, and such instruments may be ineffective for their intended purposes due to unanticipated market changes, among other reasons.

RECENT REGULATORY DEVELOPMENTS

Capital, Capital Planning, and Liquidity
In June 2022, the Federal Reserve announced the results of its supervisory stress tests conducted as part of the 2022 CCAR process. PNC remained well above its risk-based minimum capital requirements in the supervisory stress tests, and PNC’s SCB for the four-quarter period beginning October 1, 2022, is 2.9%. See the Liquidity and Capital Management portion of the Risk Management section in this Financial Review for a discussion of PNC’s capital actions.

Other Developments
In May 2022, the federal banking agencies issued a notice of proposed rulemaking to amend the regulations implementing the Community Reinvestment Act (CRA), which requires the agencies to assess a bank’s record of meeting the credit needs of the communities in which they do business, including low- and moderate-income neighborhoods. The proposal would significantly expand the number of areas in which a bank is evaluated, materially change the tests used to evaluate the bank in those areas, and expand the data a bank must collect and report. The proposal, if finalized, could increase PNC Bank’s obligations and compliance costs necessary to achieve a “Satisfactory” or “Outstanding” rating under the CRA framework, which factor into the ability of banks to expand and engage in new activities.

In June 2022, the FDIC issued a notice of proposed rulemaking to increase the assessment rates on deposit insurance by two basis points for all insured depository institutions like PNC Bank. Under the proposal, the new assessment rate schedule would begin with the first assessment period of 2023 and continue until the Deposit Insurance Fund reaches a reserve ratio of two percent.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Note 1 Accounting Policies in our 2021 Form 10-K describes the most significant accounting policies that we use to prepare our consolidated financial statements. Certain of these policies require us to make estimates or economic assumptions that may vary under different assumptions or conditions, and such variations may significantly affect our reported results and financial position for the period or in future periods. The policies and judgments related to residential and commercial MSRs and level 3 fair value measurements are described in Critical Accounting Estimates and Judgments in Item 7 of our 2021 Form 10-K. The following details the critical estimates and judgments around the ACL.

Allowance for Credit Losses

We maintain the ACL at levels that we believe to be appropriate as of the balance sheet date to absorb expected credit losses on our existing investment securities, loans, equipment finance leases, other financial assets and unfunded lending related commitments, for the remaining contractual term of the assets or exposures, taking into consideration expected prepayments. Our determination of the ACL is based on historical loss and performance experience, as well as current borrower and transaction characteristics including collateral type and quality, current economic conditions, reasonable and supportable forecasts of future conditions and other relevant factors. We use methods sensitive to changes in economic conditions to interpret these factors and to estimate expected credit losses. We evaluate and, when appropriate, enhance the quality of our data and models and other methods used to estimate the ACL on an ongoing basis. We apply qualitative factors to reflect in the ACL our best estimate of amounts that we do not expect to collect because of, among other things, idiosyncratic risk factors, changes in economic conditions that may not be reflected in forecasted results, or other potential methodology limitations. The major drivers of ACL estimates include, but are not limited to:
38    The PNC Financial Services Group, Inc. – Form 10-Q



Current economic conditions: Our forecast of expected losses depends on economic conditions as of the estimation date. As          current economic conditions evolve, forecasted losses could be materially affected.         
Scenario weights and design: Our loss estimates are sensitive to the shape, direction and rate of change of macroeconomic forecasts and thus vary significantly between upside and downside scenarios. Changes to probability weights assigned to these scenarios and timing of peak business cycles reflected by the scenarios could materially affect our loss estimates.
Current borrower quality: Our forecast of expected losses depends on current borrower and transaction characteristics, including credit metrics and collateral type/quality. As borrower quality evolves, forecasted losses could be materially affected.
Portfolio volume and mix: Changes to portfolio volume and mix could materially affect our estimates, as CECL reserves
would be recognized upon origination or acquisition.

For all assets and unfunded lending related commitments within the scope of the CECL standard, the applicable ACL is composed of one or a combination of the following components: (i) collectively assessed or pooled reserves, (ii) individually assessed reserves, and
(iii) qualitative (judgmental) reserves. Our methodologies and key assumptions for each of these components are discussed in Note 1
Accounting Policies in our 2021 Form 10-K.

Reasonable and Supportable Economic Forecast
Under CECL, we are required to consider reasonable and supportable forecasts in estimating expected credit losses. For this purpose,
we have established a framework which includes a three year forecast period and the use of four economic scenarios with associated probability weights, which in combination create a forecast of expected economic outcomes over our reasonable and supportable forecast period. Credit losses estimated in our reasonable and supportable forecast period are sensitive to the shape and severity of the scenarios used and weights assigned to them.

To generate the four economic forecast scenarios we use a combination of quantitative macroeconomic models, other measures of economic activity and forward-looking expert judgment to forecast the distribution of economic outcomes over the reasonable and supportable forecast period. Each scenario is then given an associated probability (weight) in order to represent our current expectation within that distribution over the forecast period. This process is informed by current economic conditions, expected business cycle evolution and the expert judgment of PNC’s RAC. This approach seeks to provide a reasonable representation of the forecast of expected economic outcomes and is used to estimate expected credit losses across a variety of loans and securities. Each quarter the scenarios are presented for approval to PNC’s RAC, and the committee also determines and approves CECL scenarios' weights for use for the current reporting period.

The scenarios used for the period ended June 30, 2022 reflect an increase in downside risk compared to December 31, 2021. The current outlook considers the inflationary pressures that have broadened and intensified in recent months, along with our expectation that the FOMC will raise interest rates more aggressively than what was expected at December 31, 2021, increasing the risk of a broader-ranged economic slowdown. Though the most-likely expectation continues to be that the U.S. economy avoids recession, growth is expected to slow noticeably from current levels, and the primary downside risk to the outlook has shifted from the pandemic to monetary policy tightening and inflation.

We used a number of economic variables in our scenarios, with the most significant drivers being Real GDP and the U.S. unemployment rate. The following table presents a comparison of these two economic variables based on the weighted-average scenario forecasts used in determining our ACL at June 30, 2022 and December 31, 2021.

Table 35: Key Macroeconomic Variables in CECL Weighted-Average Scenarios
Assumptions as of June 30, 2022
202220232024
U.S. Real GDP (a)1.6%0.5%1.2%
U.S. Unemployment Rate (b)3.6%4.5%4.5%
Assumptions as of December 31, 2021
202220232024
U.S. Real GDP (a) 2.8%1.4%1.3%
U.S. Unemployment Rate (b)4.4%4.1%3.9%
(a)Represents year-over-year growth rates.
(b)Represents quarterly average rate at December 31, 2022, 2023 and 2024, respectively.

Real GDP growth is expected to end 2022 at 1.6% on a weighted average basis, down from the 2.8% assumed at December 31, 2021 due primarily to weaker expected growth in the second half of 2022, along with the unexpected contraction of GDP in the first quarter of 2022. Growth continues to slow to 0.5% and 1.2% in 2023 and 2024. In line with the slowing in overall economic activity, the weighted average unemployment rate is expected to increase modestly to 4.5% in 2023, remaining at that level through 2024.

The PNC Financial Services Group, Inc. – Form 10-Q 39  


The economy has seen significant improvement from the onset of the pandemic, as containment of the virus has permitted recovery in many industries. However, the pandemic fostered structural/secular changes that persist in certain subsegments of the economy. Additionally, recent challenges related to inflation, increased pressure on supply chain and rising interest rates have emerged. The current state of the economy has created considerable uncertainty around losses for certain portions of our commercial and consumer portfolios. For commercial borrowers, supply chain, inflation, rising rates and advancing secular changes are the primary drivers of uncertainty. For consumer borrowers, higher inflation risk, rising interest rates and the fading effects of government stimulus could reduce consumer liquidity and change payment hierarchy. As such, for both our commercial and consumer loan portfolios, PNC identified and performed significant analysis around these segments to ensure our reserves are adequate in the current economic environment.

We believe the economic scenarios effectively reflect the distribution of potential economic outcomes. Additionally, through in-depth and granular analysis we have addressed reserve requirements for the specific populations most affected in the current environment. Through this approach, we believe the reserve levels appropriately reflect the expected credit losses in the portfolio as of the balance sheet date.

See the following for additional details on the components of our ACL:
Allowance For Credit Losses in the Credit Risk Management section of this Financial Review, and
Note 3 Investment Securities and Note 4 Loans and Related Allowance for Credit Losses in the Notes To Consolidated Financial Statements included in this Report.

Recently Issued Accounting Standards

Accounting Standards UpdateDescriptionFinancial Statement Impact
Troubled Debt Restructurings and Vintage Disclosures - ASU 2022-02

Issued March 2022
Required effective date of January 1, 2023; early adoption is permitted.
Eliminates the accounting guidance for TDRs and requires an entity to apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan.
Enhances disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
Requires disclosure of current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of CECL.
Requires a prospective transition approach to all amendments except those related to the recognition and measurement of TDRs (which allow a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings in the period of adoption).
We do not expect the adoption of this standard to materially impact our consolidated results of operations or our consolidated financial position. The amendments will require changes to disclosures on information related to loan modifications and current-period gross write-offs.

Recently Adopted Accounting Pronouncements

See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in this Report regarding the impact of new accounting pronouncements which we have adopted.
INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2022, we performed an evaluation under the supervision of and with the participation of our management, including the Chairman, President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures and of changes in our internal control over financial reporting.

Based on that evaluation, our Chairman, President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2022, and that there has been no change in PNC’s internal control over financial reporting that occurred during the second quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

40    The PNC Financial Services Group, Inc. – Form 10-Q



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Report, and we may from time to time make other statements, regarding our outlook for financial performance, such as earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset levels, asset quality, financial position, and other matters regarding or affecting us and our 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 necessarily subject to numerous assumptions, risks and uncertainties, which change over time. 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 speak only as of the date made. We do not assume any duty and do not undertake any obligation 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. As a result, we caution against placing undue reliance on any forward-looking statements.
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:
Changes in interest rates and valuations in debt, equity and other financial markets,
Disruptions in the U.S. and global financial markets,
Actions by the Federal Reserve Board, U.S. Treasury and other government agencies, including those that impact money supply, market interest rates and inflation,
Changes in customer behavior due to changing business and economic conditions or legislative or regulatory initiatives,
Changes in customers’, suppliers’ and other counterparties’ performance and creditworthiness,
Impacts of tariffs and other trade policies of the U.S. and its global trading partners,
The impact of the Russia-Ukraine conflict, and associated sanctions, on the global and U.S. economy,
The length and extent of the economic impacts of the COVID-19 pandemic,
Impacts of changes in federal, state and local governmental policy, including on the regulatory landscape, capital markets, taxes, infrastructure spending and social programs, and
Commodity price volatility.
Our forward-looking financial statements are subject to the risk that economic and financial market conditions will be substantially different than those we are currently expecting and do not take into account potential legal and regulatory contingencies. These statements are based on our views that:
The U.S. economy continues to recover from the pandemic-caused recession in the first half of 2020. Growth is likely to be lower than the economy’s long-run average throughout this year. Consumer spending growth will remain solid in 2022 due to good underlying fundamentals.
Supply-chain difficulties will gradually ease over the course of 2022. Labor shortages will remain a constraint this year, although strong wage growth will support consumer spending.
Inflation accelerated in the second half of 2021 to its fastest pace in decades. Inflation will slow in the second half of 2022 as pandemic-related supply and demand imbalances recede and energy prices stabilize. However, inflation will also broaden throughout the economy due to wage growth. The annual inflation rate will end 2022 above the Federal Reserve's long-run objective of 2%.
The FOMC raised the federal funds rate by 0.75% in July, to a range of 2.25% to 2.50%. PNC expects further increases in the federal funds rate through the rest of this year, to a range of 3.25% to 3.50% at the end of 2022. The federal funds rate is expected to peak between 3.50% and 3.75% in mid-early 2023, before falling in the second half of next year as inflation ebbs and economic growth slows.
Uncertainty about the outlook has increased with the Russian invasion of Ukraine. It has created additional risk to higher inflation this year, which could lead the FOMC to tighten more aggressively than currently anticipated. In addition, risks to growth and the likelihood of a recession in late 2022 or 2023 have increased.
PNC’s ability to take certain capital actions, including returning capital to shareholders, is subject to PNC meeting or exceeding an SCB established by the Federal Reserve Board in connection with the Federal Reserve Board's CCAR process.
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 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 at least in part on the development, validation and regulatory review 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
The PNC Financial Services Group, Inc. – Form 10-Q 41  


affect matters such as business generation and retention, liquidity, funding, and ability to attract and retain management. These developments could include:
Changes to laws and regulations, including changes affecting oversight of the financial services industry, consumer protection, bank capital and liquidity standards, pension, bankruptcy and other industry aspects, and changes in accounting policies and principles.
Unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries. 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 systems and controls, third-party insurance, derivatives, and capital management techniques, and to meet evolving regulatory capital and liquidity standards.
We grow our business in part through acquisitions and new strategic initiatives. Risks and uncertainties include those presented by the nature of the business acquired and strategic initiative, 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. Many of these risks and uncertainties are present in our acquisition and integration of BBVA, including its U.S. banking subsidiary, BBVA USA.
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. 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, pandemics, dislocations, terrorist activities, system failures, security breaches, cyberattacks 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 2021 Form 10-K, first quarter 2022 Form 10-Q and elsewhere in this Report, including in the Risk Factors and Risk Management sections and the Legal Proceedings and Commitments Notes of the Notes To Consolidated Financial Statements in these reports. Our forward-looking statements may also be subject to other risks and uncertainties, including those discussed elsewhere in this Report or in our other filings with the SEC.



42    The PNC Financial Services Group, Inc. – Form 10-Q



CONSOLIDATED INCOME STATEMENT
THE PNC FINANCIAL SERVICES GROUP, INC.
UnauditedThree months ended
June 30
Six months ended
June 30
In millions, except per share data2022202120222021
Interest Income
Loans$2,504 $2,160 $4,797 $4,156 
Investment securities631 469 1,175 890 
Other146 72 223 138 
Total interest income3,281 2,701 6,195 5,184 
Interest Expense
Deposits88 30 115 70 
Borrowed funds142 90 225 185 
Total interest expense230 120 340 255 
Net interest income3,051 2,581 5,855 4,929 
Noninterest Income
Asset management and brokerage365 350 742 678 
Capital markets related409 324 661 635 
Card and cash management671 597 1,291 1,089 
Lending and deposit services282 270 551 524 
Residential and commercial mortgage161 206 320 393 
Other177 339 388 639 
Total noninterest income2,065 2,086 3,953 3,958 
Total revenue5,116 4,667 9,808 8,887 
Provision For (Recapture of) Credit Losses36 302 (172)(249)
Noninterest Expense
Personnel1,779 1,640 3,496 3,117 
Occupancy246 217 504 432 
Equipment351 326 682 619 
Marketing95 74 156 119 
Other773 793 1,578 1,337 
Total noninterest expense3,244 3,050 6,416 5,624 
Income before income taxes and noncontrolling interests1,836 1,315 3,564 3,512 
Income taxes340 212 639 583 
Net income1,496 1,103 2,925 2,929 
Less: Net income attributable to noncontrolling interests15 12 36 22 
Preferred stock dividends71 48 116 105 
Preferred stock discount accretion and redemptions1 1 3 2 
Net income attributable to common shareholders$1,409 $1,042 $2,770 $2,800 
Earnings Per Common Share
Basic$3.39 $2.43 $6.62 $6.54 
Diluted$3.39 $2.43 $6.61 $6.53 
Average Common Shares Outstanding
Basic414 427 417 426 
Diluted414 427 417 427 
See accompanying Notes To Consolidated Financial Statements.
The PNC Financial Services Group, Inc. – Form 10-Q 43  


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
THE PNC FINANCIAL SERVICES GROUP, INC.
 
Unaudited
In millions
Three months ended
June 30
Six months ended
June 30
2022202120222021
Net income $1,496 $1,103 $2,925 $2,929 
Other comprehensive income (loss), before tax and net of reclassifications into Net income
Net change in debt securities (2,715)46 (9,030)(1,148)
Net change in cash flow hedge derivatives(701)222 (2,459)(553)
Pension and other postretirement benefit plan adjustments8 (43)62 (13)
Net change in Other(4)(7)1 
Other comprehensive income (loss), before tax and net of reclassifications into Net income(3,412)225 (11,434)(1,713)
Income tax benefit (expense) related to items of other comprehensive income785 (52)2,667 406 
Other comprehensive income (loss), after tax and net of reclassifications into Net income(2,627)173 (8,767)(1,307)
Comprehensive income (loss)(1,131)1,276 (5,842)1,622 
Less: Comprehensive income attributable to noncontrolling interests151236 22 
Comprehensive income (loss) attributable to PNC$(1,146)$1,264 $(5,878)$1,600 
See accompanying Notes To Consolidated Financial Statements.
44    The PNC Financial Services Group, Inc. – Form 10-Q



CONSOLIDATED BALANCE SHEET
THE PNC FINANCIAL SERVICES GROUP, INC.
UnauditedJune 30
2022
December 31
2021
In millions, except par value
Assets
Cash and due from banks$8,582 $8,004 
Interest-earning deposits with banks28,404 74,250 
Loans held for sale (a)1,191 2,231 
Investment securities – available for sale52,984 131,536 
Investment securities – held to maturity 79,748 1,426 
Loans (a)310,800 288,372 
Allowance for loan and lease losses (4,462)(4,868)
Net loans306,338 283,504 
Equity investments 8,441 8,180 
Mortgage servicing rights2,608 1,818 
Goodwill10,916 10,916 
Other (a) 41,574 35,326 
Total assets$540,786 $557,191 
Liabilities
Deposits
Noninterest-bearing$146,438 $155,175 
Interest-bearing294,373 302,103 
Total deposits440,811 457,278 
Borrowed funds
Federal Home Loan Bank borrowings10,000 
Bank notes and senior debt14,358 20,661 
Subordinated debt7,487 6,996 
Other (b)4,139 3,127 
Total borrowed funds35,984 30,784 
Allowance for unfunded lending related commitments 681 662 
Accrued expenses and other liabilities15,622 12,741 
Total liabilities493,098 501,465 
Equity
Preferred stock (c)
Common stock ($5 par value, Authorized 800 shares, issued 543 shares)
2,714 2,713 
Capital surplus18,531 17,457 
Retained earnings51,841 50,228 
Accumulated other comprehensive income (loss)(8,358)409 
Common stock held in treasury at cost: 132 and 123 shares
(17,076)(15,112)
Total shareholders’ equity47,652 55,695 
Noncontrolling interests36 31 
Total equity47,688 55,726 
Total liabilities and equity$540,786 $557,191 
(a)Our consolidated assets included the following for which we have elected the fair value option: Loans held for sale of $1.0 billion, Loans held for investment of $1.3 billion and Other assets of $0.1 billion at June 30, 2022. Comparable amounts at December 31, 2021 were $1.9 billion, $1.5 billion and $0.1 billion, respectively.
(b)Our consolidated liabilities included the following for which we have elected the fair value option: Other borrowed funds of less than $0.1 billion and Other liabilities of $0.1 billion at June 30, 2022. Comparable amounts at December 31, 2021 were less than $0.1 billion and zero.
(c)Par value less than $0.5 million at each date.

See accompanying Notes To Consolidated Financial Statements.
The PNC Financial Services Group, Inc. – Form 10-Q 45  


CONSOLIDATED STATEMENT OF CASH FLOWS
THE PNC FINANCIAL SERVICES GROUP, INC.
 
Unaudited
In millions
Six months ended June 30
20222021
Operating Activities
Net income$2,925 $2,929 
Adjustments to reconcile net income to net cash provided (used) by operating activities
Provision for (recapture of) credit losses(172)(249)
Depreciation and amortization529 794 
Deferred income taxes (benefit)203 165 
Net losses (gains) on sales of securities4 (35)
Changes in fair value of mortgage servicing rights(435)(47)
Net change in
Trading securities and other short-term investments(1,325)776 
Loans held for sale and related securitization activity 997 (439)
Other assets(2,989)(784)
Accrued expenses and other liabilities1,491 (782)
Other415 (133)
Net cash provided (used) by operating activities$1,643 $2,195 
Investing Activities
Sales
Securities available for sale$2,575 $7,495 
Loans525 1,011 
Repayments/maturities
Securities available for sale9,403 15,970 
Securities held to maturity1,395 46 
Purchases
Securities available for sale(22,145)(44,380)
Securities held to maturity(1,289)(75)
Loans(1,298)(1,291)
Net change in
Federal funds sold and resale agreements(919)(75)
Interest-earning deposits with banks45,846 26,039 
Loans(21,929)9,739 
Net cash paid for acquisition(10,511)
Other(1,147)(1,018)
Net cash provided (used) by investing activities$11,017 $2,950 
(continued on following page)
46    The PNC Financial Services Group, Inc. – Form 10-Q



CONSOLIDATED STATEMENT OF CASH FLOWS
THE PNC FINANCIAL SERVICES GROUP, INC.
(continued from previous page)
 
Unaudited
In millions
Six months ended June 30
20222021
Financing Activities
Net change in
Noninterest-bearing deposits$(8,717)$5,771 
Interest-bearing deposits(7,730)(3,730)
Federal funds purchased and repurchase agreements(5)75 
Other borrowed funds1,098 94 
Sales/issuances
Federal Home Loan Bank borrowings10,000 
Bank notes and senior debt996 
Subordinated debt847 
Other borrowed funds435 353 
Preferred stock990 
Common and treasury stock34 36 
Repayments/maturities
Federal Home Loan Bank borrowings(3,680)
Bank notes and senior debt(5,250)(1,850)
Other borrowed funds(435)(346)
Acquisition of treasury stock(2,076)(67)
Preferred stock cash dividends paid(116)(105)
Common stock cash dividends paid(1,157)(985)
Net cash provided (used) by financing activities$(12,082)$(3,438)
Net Increase (Decrease) In Cash And Due From Banks And Restricted Cash$578 $1,707 
Cash and due from banks and restricted cash at beginning of period 8,004 7,017 
Cash and due from banks and restricted cash at end of period$8,582 $8,724 
Cash and due from banks and restricted cash
Cash and due from banks at end of period (unrestricted cash)$7,950 $8,128 
Restricted cash632596
Cash and due from banks and restricted cash at end of period$8,582 $8,724 
Supplemental Disclosures
Interest paid$420 $336 
Income taxes paid$62 $384 
Income taxes refunded$8 $65 
Leased assets obtained in exchange for new operating lease liabilities$103 $248 
Non-cash Investing and Financing Items
Transfer from securities available for sale to securities held to maturity (a)$83,419 
Transfer from loans to loans held for sale, net$330 $489 
Transfer from loans to foreclosed assets$25 $15 
(a)During the first six months of 2022, we transferred securities from available for sale to held to maturity in non-cash transactions. The amount of $83.4 billion includes the aggregate fair value of the securities of $77.8 billion and aggregate net pretax unrealized losses of $5.6 billion included in AOCI at transfer. See Note 3 Investment Securities for more detailed information on the transfers.

See accompanying Notes To Consolidated Financial Statements.








The PNC Financial Services Group, Inc. – Form 10-Q 47  


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE PNC FINANCIAL SERVICES GROUP, INC.
Unaudited

See page 98 for a glossary of certain terms and acronyms used in this Report.

BUSINESS

PNC is one of the largest diversified financial services companies in the U.S. and is headquartered in Pittsburgh, Pennsylvania.

We have businesses engaged in retail banking, including residential mortgage, corporate and institutional banking and asset management, providing many of our products and services nationally. Our retail branch network is located coast-to-coast. We also have strategic international offices in four countries outside the U.S.
NOTE 1 ACCOUNTING POLICIES

Basis of Financial Statement Presentation

Our consolidated financial statements include the accounts of the parent company and its subsidiaries, most of which are wholly-owned, certain partnership interests and VIEs.

On June 1, 2021, we acquired BBVA, a U.S. financial holding company conducting its business operations primarily through its U.S. banking subsidiary, BBVA USA. Our results of operations and balance sheets for all periods presented in this Report reflect the benefit of BBVA's acquired businesses for the period since the acquisition closed on June 1, 2021. See Note 2 Acquisition Activity for additional information related to this acquisition.

We prepared these consolidated financial statements in accordance with GAAP. We have eliminated intercompany accounts and transactions. We have also reclassified certain prior year amounts to conform to the current period presentation, which did not have a material impact on our consolidated financial condition or results of operations.

In our opinion, the unaudited interim consolidated financial statements reflect all normal, recurring adjustments needed to present fairly our results for the interim periods. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

We have also considered the impact of subsequent events on these consolidated financial statements.

When preparing these unaudited interim consolidated financial statements, we have assumed that you have read the audited consolidated financial statements included in our 2021 Form 10-K. Reference is made to Note 1 Accounting Policies in our 2021 Form 10-K for a detailed description of significant accounting policies. These interim consolidated financial statements serve to update our 2021 Form 10-K and may not include all information and Notes necessary to constitute a complete set of financial statements. There have been no significant changes to our accounting policies as disclosed in our 2021 Form 10-K.

Noninterest Income Presentation

Effective for the first quarter of 2022, PNC updated the presentation of its noninterest income categorization to be based on product and service type, and accordingly, has changed the basis of presentation of its noninterest income revenue streams to: (i) Asset management and brokerage, (ii) Capital markets related, (iii) Card and cash management, (iv) Lending and deposit services, (v) Residential and commercial mortgage and (vi) Other noninterest income. A description of each revenue stream follows:

Asset management and brokerage includes revenue from our asset management and retail brokerage businesses. Asset management services include investment management, custody, retirement planning, family planning, trust management and retirement administration. Brokerage services offer retail customers a wide range of investment options, including mutual funds, annuities, stock, bonds and managed accounts.

Capital markets related includes revenue from services and activities primarily related to merger and acquisition advisory, equity capital markets advisory, asset-backed financing, loan syndication, securities underwriting, credit valuation adjustments related to the derivatives portfolio and customer-related trading.

Card and cash management includes revenue primarily from debit and credit card activities, inclusive of credit card points and rewards, treasury management services and ATM fees. Debit and credit card activities include interchange revenue and merchant
48    The PNC Financial Services Group, Inc. – Form 10-Q



service fees. Treasury management services include cash and investment management, receivables and disbursement management, funds transfer, international payment and access to online/mobile information management and reporting.

Lending and deposit services includes revenue primarily related to service charges on deposits, loan commitment and usage fees, the issuance of standby letters of credit, operating lease income and long-term care and insurance products.

Residential and commercial mortgage includes the gain and loss on sale of mortgages, revenue related to our mortgage servicing responsibilities, mortgage servicing rights valuation adjustments and net gains on originations and sales of loans held for sale.

Other noninterest income is primarily composed of private equity revenue, net securities gains and losses, activity related to our equity investment in Visa and gains and losses on asset sales.

See Note 16 Fee-based Revenue from Contracts with Customers for additional details related to these revenue streams within the scope of ASC 606 - Revenue from Contracts with Customers.

Use of Estimates

We prepared these consolidated financial statements using financial information available at the time of preparation, which requires us to make estimates and assumptions that affect the amounts reported. Our most significant estimates pertain to the ACL and our fair value measurements, including for the BBVA acquisition. Actual results may differ from the estimates and the differences may be material to the consolidated financial statements.

Recently Adopted Accounting Standards

Accounting Standards UpdateDescriptionFinancial Statement Impact
Reference Rate Reform - ASU 2020-04

Issued March 2020

Reference Rate Reform Scope - ASU 2021-01

Issued January 2021


• Provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform (codified in ASC 848).
• Includes optional expedients related to contract modifications that allow an entity to account for modifications (if certain criteria are met) as if the modifications were only minor (assets within the scope of ASC 310, Receivables), were not substantial (assets within the scope of ASC 470, Debt) and/or did not result in remeasurements or reclassifications (assets within the scope of ASC 842, Leases, and other Topics) of the existing contract.
• Includes optional expedients related to hedging relationships within the scope of ASC 815, Derivatives & Hedging, whereby changes to the critical terms of a hedging relationship do not require dedesignation if certain criteria are met. In addition, potential sources of ineffectiveness as a result of reference rate reform may be disregarded when performing some effectiveness assessments.
• Includes optional expedients and exceptions for contract modifications and hedge accounting that apply to derivative instruments impacted by the market-wide discounting transition.
• Guidance in these ASUs are effective as of March 12, 2020 through December 31, 2022.



 • ASU 2020-04 was adopted March 12, 2020. ASU 2021-01 was retrospectively adopted October 1, 2020.
 • Refer to Note 1 Accounting Policies in the 2021 Form 10-K for more information on elections of optional expedients that occurred in 2020 and 2021.
 • We did not make any additional elections for the second quarter of 2022. We expect to continue to elect various optional expedients for contract modifications and hedge relationships affected by reference rate reform through the effective date of this guidance.





The PNC Financial Services Group, Inc. – Form 10-Q 49  


NOTE 2 ACQUISITION ACTIVITY

Acquisition of BBVA USA Bancshares, Inc.
On June 1, 2021, PNC acquired BBVA including its U.S. banking subsidiary, BBVA USA, for $11.5 billion in cash. PNC did not acquire the following entities as part of the acquisition: BBVA Securities, Inc., Propel Venture Partners Fund I, L.P. and BBVA Processing Services, Inc. This transaction has been accounted for as a business combination. Accordingly, the assets and liabilities from BBVA were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the assets and liabilities from BBVA are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. Valuations subject to adjustment include, but are not limited to, loans, certain deposits, certain other assets, customer relationships and the core deposit intangibles.
On October 12, 2021, PNC converted approximately 2.6 million customers, 9,000 employees and over 600 branches across seven states, merging BBVA USA into PNC Bank.
PNC incurred merger and integration costs of $14 million and $45 million for the three and six months ended June 30, 2022, in connection with the transaction. These costs are recorded as contra-revenue and expense on the Consolidated Income Statement. The integration expenses are primarily related to retail services and realty expenses. Cumulative costs through June 30, 2022 were $850 million.
The following table includes the fair value of the identifiable tangible and intangible assets and liabilities from BBVA:
Table 36: Acquisition Consideration
June 1, 2021
In millionsFair Value
Fair value of acquisition consideration $11,480 
Assets
Cash and due from banks$969 
Interest-earning deposits with banks13,313 
Loans held for sale 463 
Investment securities – available for sale18,358 
Net loans 61,423 
Equity investments723 
Mortgage servicing rights35 
Core deposit intangibles and other intangible assets378 
Other3,527 
Total assets$99,189 
Liabilities
Deposits$85,562 
Borrowed funds2,449 
Accrued expenses and other liabilities1,275 
Total liabilities $89,286 
Noncontrolling interests22 
Less: Net assets$9,881 
Goodwill$1,599 

Goodwill of $1.6 billion recorded in connection with the transaction resulted from the reputation, operating model and expertise of BBVA. The amount of goodwill recorded reflects the increased market share and related synergies that are expected to result from the acquisition, and represents the excess purchase price over the estimated fair value of the net assets from BBVA. The goodwill was allocated to each of our three business segments and is not deductible for income tax purposes. See Note 6 Goodwill and Mortgage Servicing Rights in Item 8 of our 2021 Form 10-K for additional information on the allocation of goodwill to the segments.

For a description of the fair value and unpaid principal balance of loans from the BBVA acquisition, as well as the methods used to determine the fair values of significant assets and liabilities, see Note 2 Acquisition and Divestiture Activity in Item 8 of our 2021 Form 10-K.
50    The PNC Financial Services Group, Inc. – Form 10-Q



NOTE 3 INVESTMENT SECURITIES

The following table summarizes our available for sale and held to maturity portfolios by major security type:
Table 37: Investment Securities Summary (a)
June 30, 2022December 31, 2021
In millionsAmortized
Cost (b)
UnrealizedFair
Value
Amortized
Cost (b)
UnrealizedFair
Value
GainsLossesGainsLosses
Securities Available for Sale
U.S. Treasury and government agencies$13,877 $15 $(849)$13,043 $46,210 $324 $(370)$46,164 
Residential mortgage-backed
Agency34,240 13 (2,074)32,179 67,326 695 (389)67,632 
Non-agency762 167 (4)925 927 231 1,158 
Commercial mortgage-backed
Agency2,040 1 (94)1,947 1,740 39 (6)1,773 
Non-agency1,396 (46)1,350 3,423 31 (18)3,436 
Asset-backed112 32 (1)143 6,380 60 (31)6,409 
Other 3,548 48 (199)3,397 4,792 186 (14)4,964 
Total securities available for sale $55,975 $276 $(3,267)$52,984 $130,798 $1,566 $(828)$131,536 
Securities Held to Maturity
U.S. Treasury and government agencies$31,582 $13 $(407)$31,188 $814 $76 $890 
Residential mortgage-backed
Agency36,880 8 (840)36,048 
Non-agency288 (6)282 
Commercial mortgage-backed
Agency86 (1)85 
Non-agency1,842 3 (20)1,825 
Asset-backed6,690 3 (72)6,621 
Other2,380 11 (26)2,365 612 27 $(7)632 
Total securities held to maturity (c) (d)$79,748 $38 $(1,372)$78,414 $1,426 $103 $(7)$1,522 
(a) At June 30, 2022, the accrued interest associated with our held to maturity and available for sale portfolios totaled $191 million and $162 million, respectively. The comparable amounts at December 31, 2021 were $5 million and $322 million, respectively. These amounts are included in Other assets on the Consolidated Balance Sheet.
(b) Amortized cost is presented net of allowance of $133 million for securities available for sale and $4 million for securities held to maturity at June 30, 2022. The comparable amounts at December 31, 2021 are $130 million and $3 million, respectively.
(c) Credit ratings represent a primary credit quality indicator used to monitor and manage credit risk. 99% and 86% of our securities held to maturity were rated AAA/AA at June 30, 2022 and December 31, 2021, respectively.
(d) Held to maturity securities transferred from available for sale are included in held to maturity at fair value at the time of the transfer. The amortized cost of held to maturity securities included net unrealized losses of $5.4 billion, at June 30, 2022, related to securities transferred, which are offset in AOCI, net of tax.

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. Securities available for sale are carried at fair value with net unrealized gains and losses included in Total shareholders’ equity as AOCI, unless credit related. Net unrealized gains and losses are determined by taking the difference between the fair value of a security and its amortized cost, net of any allowance. Securities held to maturity are carried at amortized cost less any allowance. Investment securities at June 30, 2022 included $0.4 billion of net unsettled purchases which represent non-cash investing activity, and accordingly, are not reflected on the Consolidated Statement of Cash Flows. The comparable amount for June 30, 2021 was $0.3 billion.

In the first quarter of 2022, we transferred securities with a fair value of $18.7 billion from available for sale to held to maturity. The securities transferred included $9.2 billion of U.S. Treasury and government agency securities and $9.5 billion of agency residential mortgage-backed securities. During the second quarter of 2022, we transferred securities with a fair value of $59.1 billion from available for sale to held to maturity. The securities transferred included $21.5 billion of U.S. Treasury and government agency securities, $27.9 billion of agency residential mortgage-backed securities, $6.3 billion of asset-backed securities and $3.4 billion of other securities. We changed our intent and committed to hold these high-quality securities to maturity in order to reduce the impact of price volatility on AOCI and tangible capital. The securities were reclassified at fair value at the time of the transfer and the transfers represented non-cash transactions. AOCI at June 30, 2022 included pretax unrealized losses of $5.4 billion related to the transfers. These unrealized losses will be amortized, consistent with the amortization of the discount on these securities, over the remaining life as an adjustment of yield, resulting in no impact to net interest income or net income.

We maintain the allowance for investment securities at levels that we believe to be appropriate as of the balance sheet date to absorb expected credit losses on our portfolio. At June 30, 2022, the allowance for investment securities was $137 million and primarily
The PNC Financial Services Group, Inc. – Form 10-Q 51  


related to non-agency commercial mortgage-backed securities in the available for sale portfolio. The comparable amount at December 31, 2021 was $133 million. See Note 1 Accounting Policies included in Item 8 of our 2021 Form 10-K for a discussion of the methodologies used to determine the allowance for investment securities.

At June 30, 2022, AOCI included pretax losses of $141 million from derivatives that hedged the purchase of investment securities classified as held to maturity. The losses will be accreted to interest income as an adjustment of yield on the securities.

Table 38 presents the gross unrealized losses and fair value of securities available for sale that do not have an associated allowance for investment securities at June 30, 2022 and December 31, 2021. These securities are segregated between investments that had been in a continuous unrealized loss position for less than twelve months and twelve months or more, based on the point in time that the fair value declined below the amortized cost basis. All securities included in the table have been evaluated to determine if a credit loss exists. As part of that assessment, as of June 30, 2022, we concluded that we do not intend to sell and believe we will not be required to sell these securities prior to recovery of the amortized cost basis.
 
Table 38: Gross Unrealized Loss and Fair Value of Securities Available for Sale Without an Allowance for Credit Losses
Unrealized loss position
less than 12 months
Unrealized loss position
12 months or more
Total
In millionsUnrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
June 30, 2022
U.S. Treasury and government agencies$(729)$10,450 $(120)$1,239 $(849)$11,689 
Residential mortgage-backed
Agency(1,811)28,806 (263)2,135 (2,074)30,941 
Non-agency(2)101 (2)19 (4)120 
Commercial mortgage-backed
Agency(88)1,720 (6)136 (94)1,856 
Non-agency(31)1,078 (3)140 (34)1,218 
Asset-backed
Other (153)2,311 (5)36(158)2,347 
Total securities available for sale$(2,814)$44,466 $(399)$3,705 $(3,213)$48,171 
December 31, 2021
U.S. Treasury and government agencies$(370)$32,600 $(370)$32,600 
Agency residential mortgage-backed(369)41,521 $(20)$1,489 (389)43,010 
Commercial mortgage-backed
Agency(5)451 (1)60 (6)511 
Non-agency(4)1,453 (3)474 (7)1,927 
Asset-backed(29)3,465 (2)188 (31)3,653 
Other(13)1,405 (13)1,405 
Total securities available for sale$(790)$80,895 $(26)$2,211 $(816)$83,106 

Information relating to gross realized securities gains and losses from the sales of securities is set forth in the following table:

Table 39: Gains (Losses) on Sales of Securities Available for Sale
Six months ended June 30
In millions
Gross GainsGross LossesNet Gains (Losses) Tax Expense (Benefit)
2022$11 $(15)$(4)$(1)
2021$201 $(166)$35 $7 












52    The PNC Financial Services Group, Inc. – Form 10-Q


The following table presents, by remaining contractual maturity, the amortized cost, fair value and weighted-average yield of debt securities at June 30, 2022:
Table 40: Contractual Maturity of Debt Securities
June 30, 2022
Dollars in millions
1 Year or LessAfter 1 Year
through 5 Years
After 5 Years
through 10 Years
After 10
Years
Total
Securities Available for Sale
U.S. Treasury and government agencies$2,783 $5,835 $3,124 $2,135 $13,877 
Residential mortgage-backed
Agency2 83 3,046 31,109 34,240 
Non-agency2 760 762 
Commercial mortgage-backed
Agency62 243 1,363 372 2,040 
Non-agency7 224 1,165 1,396 
Asset-backed11 101 112 
Other 148 2,243 971 186 3,548 
Total securities available for sale at amortized cost$2,995 $8,411 $8,741 $35,828 $55,975 
Fair value$2,988 $8,056 $8,209 $33,731 $52,984 
Weighted-average yield, GAAP basis (a)2.01 %1.58 %2.16 %2.68 %2.40 %
Securities Held to Maturity
U.S. Treasury and government agencies$474 $23,231 $7,484 $393 $31,582 
Residential mortgage-backed
Agency 12 34 36,834 36,880 
Non-agency288 288 
Commercial mortgage-backed
Agency86 86 
Non-agency137 8 1,697 1,842 
Asset-backed16 1,872 1,609 3,193 6,690 
Other182 906 561 731 2,380 
Total securities held to maturity at amortized cost$672 $26,158 $9,782 $43,136 $79,748 
Fair value$671 $25,964 $9,603 $42,176 $78,414 
Weighted-average yield, GAAP basis (a)1.08 %1.10 %1.76 %2.38 %1.87 %
(a)Weighted-average yields are based on amortized cost with effective yields weighted for the contractual maturity of each security. Actual maturities and yields may differ as certain securities may be prepaid.
At June 30, 2022, there were no securities of a single issuer, other than FNMA and FHLMC, that exceeded 10% of Total shareholders’ equity. The FNMA and FHLMC investments had a total amortized cost of $36.5 billion and $28.5 billion and fair value of $35.0 billion and $27.4 billion, respectively.
The following table presents the fair value of securities that have been either pledged to or accepted from others to collateralize outstanding borrowings:
Table 41: Fair Value of Securities Pledged and Accepted as Collateral
In millionsJune 30
2022
December 31
2021
Pledged to others$20,603 $27,349 
Accepted from others:
Permitted by contract or custom to sell or repledge$1,588 $707 
Permitted amount repledged to others$1,588 $707 

The securities pledged to others include positions held in our portfolio of investment securities, trading securities and securities accepted as collateral from others that we are permitted by contract or custom to sell or repledge, and were used to secure public and trust deposits, repurchase agreements and for other purposes. See Note 13 Financial Derivatives in the Notes To Consolidated Financial Statements in Item 1 of this Report for information related to securities pledged and accepted as collateral for derivatives.





The PNC Financial Services Group, Inc. – Form 10-Q 53  


NOTE 4 LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES

Loan Portfolio
Our loan portfolio consists of two portfolio segments – Commercial and Consumer. Each of these segments comprises multiple loan classes. Classes are characterized by similarities in risk attributes and the manner in which we monitor and assess credit risk.
CommercialConsumer
• Commercial and industrial
• Residential real estate
• Commercial real estate
• Home equity
• Equipment lease financing
• Automobile
• Credit card
• Education
• Other consumer
See Note 1 Accounting Policies included in Item 8 of our 2021 Form 10-K for additional information on our loan related policies.

Credit Quality
We closely monitor economic conditions and loan performance trends to manage and evaluate our exposure to credit risk within the loan portfolio based on our defined loan classes. In doing so, we use several credit quality indicators, including trends in delinquency rates, nonperforming status, analysis of PD and LGD ratings, updated credit scores and originated and updated LTV ratios.

The measurement of delinquency status is based on the contractual terms of each loan. Loans that are 30 days or more past due in terms of payment are considered delinquent. Loan delinquencies include government insured or guaranteed loans, loans accounted for under the fair value option and PCD loans.

Table 42 presents the composition and delinquency status of our loan portfolio at June 30, 2022 and December 31, 2021. We manage credit risk based on the risk profile of the borrower, repayment sources, underlying collateral and other support given current events, economic conditions and expectations. We refine our practices to meet the changing environment resulting from rising inflation levels, supply chain disruptions, higher rates, and secular changes fostered by the COVID-19 pandemic. To mitigate losses and enhance customer support, we have customer assistance, loan modification and collection programs that align with the CARES Act and subsequent interagency guidance. As a result, under the CARES Act credit reporting rules, certain loans modified due to COVID-19 related hardships are not being reported as past due as of June 30, 2022 and December 31, 2021 based on the contractual terms of the loan, even where borrowers may not be making payments on their loans during the modification period.



54    The PNC Financial Services Group, Inc. – Form 10-Q


Table 42: Analysis of Loan Portfolio (a) (b)
 Accruing    
Dollars in millionsCurrent or Less
Than 30 Days
Past Due
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past
Due (c)
 Nonperforming
Loans
Fair Value
Option
Nonaccrual
Loans (d)
Total Loans
(e)(f)
June 30, 2022  
Commercial  
Commercial and industrial$170,817 $99 $128 $138 $365   $649 $171,831 
Commercial real estate34,252 28 11 39   161 34,452 
Equipment lease financing6,224 7 4 11   5 6,240 
Total commercial211,293 134 143 138 415   815 212,523 
Consumer 
Residential real estate42,067 298 95 202 595 (c)457 $598 43,717 
Home equity23,994 43 14 57 556 86 24,693 
Automobile
15,016 102 24 6 132   175 15,323 
Credit card6,528 37 25 54 116   6 6,650 
Education
2,207 44 23 58 125 (c)2,332 
Other consumer
5,454 38 21 12 71 37 5,562 
Total consumer95,266 562 202 332 1,096   1,231 684 98,277 
Total$306,559 $696 $345 $470 $1,511   $2,046 $684 $310,800 
Percentage of total loans98.63 %0.22 %0.11 %0.15 %0.49 %0.66 %0.22 %100.00 %
December 31, 2021
Commercial
Commercial and industrial$151,698 $235 $72 $132 $439 $796 $152,933 
Commercial real estate33,580 46 24 1 71 364 34,015 
Equipment lease financing6,095 25 2 27 8 6,130 
Total commercial191,373 306 98 133 537 1,168 193,078 
Consumer
Residential real estate37,706 379 119 328 826 (c)517 $663 39,712 
Home equity23,305 53 18 71 596 89 24,061 
Automobile
16,252 146 40 14 200 183 16,635 
Credit card6,475 49 33 62 144 7 6,626 
Education
2,400 43 25 65 133 (c)2,533 
Other consumer
5,644 35 22 17 74 9 5,727 
Total consumer91,782 705 257 486 1,448 1,312 752 95,294 
Total$283,155 $1,011 $355 $619 $1,985 $2,480 $752 $288,372 
Percentage of total loans98.19 %0.35 %0.12 %0.21 %0.69 %0.86 %0.26 %100.00 %
(a)Amounts in table represent loans held for investment and do not include any associated ALLL.
(b)The accrued interest associated with our loan portfolio totaled $0.8 billion and $0.7 billion at June 30, 2022 and December 31, 2021, respectively. These amounts are included in Other assets on the Consolidated Balance Sheet.
(c)Past due loan amounts include government insured or guaranteed Residential real estate loans and Education loans totaling $0.3 billion and $0.1 billion at June 30, 2022. Comparable amounts at December 31, 2021 were $0.4 billion and $0.1 billion.
(d)Consumer loans accounted for under the fair value option for which we do not expect to collect substantially all principal and interest are subject to nonaccrual accounting and classification upon meeting any of our nonaccrual policies. Given that these loans are not accounted for at amortized cost, these loans have been excluded from the nonperforming loan population.
(e)Includes unearned income, unamortized deferred fees and costs on originated loans and premiums or discounts on purchased loans totaling $0.7 billion at both June 30, 2022 and December 31, 2021.
(f)Collateral dependent loans totaled $1.2 billion and $1.7 billion at June 30, 2022 and December 31, 2021, respectively.
At June 30, 2022, we pledged $24.9 billion of commercial and other loans to the Federal Reserve Bank and $85.9 billion of residential real estate and other loans to the FHLB as collateral for the ability to borrow, if necessary. The comparable amounts at December 31, 2021 were $25.7 billion and $66.2 billion, respectively. Amounts pledged reflect the unpaid principal balances.

Nonperforming Assets
Nonperforming assets include nonperforming loans and leases, OREO and foreclosed assets. Nonperforming loans are those loans accounted for at amortized cost whose credit quality has deteriorated to the extent that full collection of contractual principal and interest is not probable and include nonperforming TDRs and PCD loans. Interest income is not recognized on these loans. Loans accounted for under the fair value option are reported as performing loans; however, when nonaccrual criteria is met, interest income is not recognized on these loans. Additionally, certain government insured or guaranteed loans for which we expect to collect
The PNC Financial Services Group, Inc. – Form 10-Q 55  


substantially all principal and interest are not reported as nonperforming loans and continue to accrue interest. See Note 1 Accounting Policies included in Item 8 of our 2021 Form 10-K for additional information on our nonperforming loan and lease policies.
The following table presents our nonperforming assets as of June 30, 2022 and December 31, 2021, respectively:
Table 43: Nonperforming Assets
Dollars in millionsJune 30
2022
December 31
2021
Nonperforming loans
Commercial$815 $1,168 
Consumer (a)1,231 1,312 
Total nonperforming loans (b) 2,046 2,480 
OREO and foreclosed assets29 26 
Total nonperforming assets$2,075 $2,506 
Nonperforming loans to total loans0.66 %0.86 %
Nonperforming assets to total loans, OREO and foreclosed assets0.67 %0.87 %
Nonperforming assets to total assets0.38 %0.45 %
(a)Excludes most unsecured consumer loans and lines of credit, which are charged off after 120 to 180 days past due and are not placed on nonperforming status.
(b)Nonperforming loans for which there is no related ALLL totaled $0.8 billion at June 30, 2022 and primarily include loans with a fair value of collateral that exceeds the amortized cost basis. The comparable amount at December 31, 2021 was $1.0 billion.

Nonperforming loans include certain loans whose terms have been restructured in a manner that grants a concession to a borrower experiencing financial difficulties. In accordance with applicable accounting guidance, these loans are considered TDRs. See Note 1 Accounting Policies included in Item 8 of our 2021 Form 10-K and the Troubled Debt Restructurings section of this Note 4 for additional information on TDRs.

Total nonperforming loans in Table 43 include TDRs of $0.7 billion and $1.0 billion at June 30, 2022 and December 31, 2021, respectively. TDRs that are performing, including consumer credit card TDR loans, are excluded from nonperforming loans and totaled $0.7 billion and $0.6 billion at June 30, 2022 and December 31, 2021, respectively.
Additional Credit Quality Indicators by Loan Class

Commercial Loan Classes
See Note 4 Loans and Related Allowance for Credit Losses included in Item 8 of our 2021 Form 10-K for additional information related to these loan classes, including discussion around the credit quality indicators that we use to monitor and manage the credit risk associated with each loan class.
56    The PNC Financial Services Group, Inc. – Form 10-Q


The following table presents credit quality indicators for the commercial loan classes:
Table 44: Commercial Credit Quality Indicators (a)
 Term Loans by Origination Year  
June 30, 2022
In millions
20222021202020192018PriorRevolving LoansRevolving Loans Converted to TermTotal
Loans
Commercial and industrial
Pass Rated$20,359 $16,777 $10,272 $9,215 $5,342 $16,371 $86,988 $74 $165,398 
Criticized315 398 325 649 460 863 3,397 26 6,433 
Total commercial and industrial20,674 17,175 10,597 9,864 5,802 17,234 90,385 100 171,831 
Commercial real estate
Pass Rated4,241 3,869 3,793 6,134 3,359 8,553 260 30,209 
Criticized240 158 260 748 883 1,905 49 4,243 
Total commercial real estate4,481 4,027 4,053 6,882 4,242 10,458 309 34,452 
Equipment lease financing
Pass Rated817 1,078 1,065 788 556 1,730 6,034 
Criticized15 51 56 43 25 16 206 
Total equipment lease financing832 1,129 1,121 831 581 1,746 6,240 
Total commercial$25,987 $22,331 $15,771 $17,577 $10,625 $29,438 $90,694 $100 $212,523 
 Term Loans by Origination Year  
December 31, 2021
In millions
20212020201920182017PriorRevolving LoansRevolving Loans Converted to TermTotal
Loans
Commercial and industrial
Pass Rated$27,104 $12,053 $10,731 $6,698 $6,355 $11,759 $71,230 $90 $146,020 
Criticized283 368 815 649 496 824 3,448 30 6,913 
Total commercial and industrial27,387 12,421 11,546 7,347 6,851 12,583 74,678 120 152,933 
Commercial real estate
Pass Rated4,110 4,109 6,355 4,234 2,634 7,562 436 29,440 
Criticized294 298 999 820 566 1,552 46 4,575 
Total commercial real estate
4,404 4,407 7,354 5,054 3,200 9,114 482 34,015 
Equipment lease financing
Pass Rated1,212 1,190 942 682 507 1,410 5,943 
Criticized37 54 41 29 19 7 187 
Total equipment lease financing
1,249 1,244 983 711 526 1,417 6,130 
Total commercial
$33,040 $18,072 $19,883 $13,112 $10,577 $23,114 $75,160 $120 $193,078 
(a)Loans in our commercial portfolio are classified as Pass Rated or Criticized based on the regulatory definitions, which are driven by the PD and LGD ratings that we assign. The Criticized classification includes loans that were rated special mention, substandard or doubtful as of June 30, 2022 and December 31, 2021.

Consumer Loan Classes
See Note 4 Loans and Related Allowance for Credit Losses included in Item 8 of our 2021 Form 10-K for additional information related to these loan classes, including discussion around the credit quality indicators that we use to monitor and manage the credit risk
associated with each loan class.










The PNC Financial Services Group, Inc. – Form 10-Q 57  


Residential Real Estate and Home Equity
The following table presents credit quality indicators for the residential real estate and home equity loan classes:
Table 45: Credit Quality Indicators for Residential Real Estate and Home Equity Loan Classes
Term Loans by Origination Year
June 30, 2022
In millions
20222021202020192018PriorRevolving LoansRevolving Loans Converted to TermTotal Loans
Residential real estate
Current estimated LTV ratios
Greater than 100%$65 $43 $15 $6 $46 $175 
Greater than or equal to 80% to 100%$1,083 682 323 112 47 135 2,382 
Less than 80%5,893 16,007 7,312 2,471 877 7,896 40,456 
No LTV available48 1 9 58 
Government insured or guaranteed loans1 6 37 32 24 546 646 
Total residential real estate$6,977 $16,808 $7,716 $2,630 $954 $8,632 $43,717 
Updated FICO scores
Greater than or equal to 780$3,782 $12,363 $5,486 $1,721 $508 $4,469 $28,329 
720 to 7792,839 3,473 1,498 503 204 1,609 10,126 
660 to 719317 699 380 218 113 825 2,552 
Less than 66035 113 111 88 65 834 1,246 
No FICO score available3 154 204 68 40 349 818 
Government insured or guaranteed loans1 6 37 32 24 546 646 
Total residential real estate$6,977 $16,808 $7,716 $2,630 $954 $8,632 $43,717 
Home equity
Current estimated LTV ratios
Greater than 100%$1 $15 $10 $2 $19 $246 $87 $380 
Greater than or equal to 80% to 100%5 65 38 6 43 795 945 1,897 
Less than 80%184 2,213 1,040 315 3,200 7,701 7,763 22,416 
Total home equity$190 $2,293 $1,088 $323 $3,262 $8,742 $8,795 $24,693 
Updated FICO scores
Greater than or equal to 780$115 $1,457 $608 $172 $2,020 $5,177 $4,694 $14,243 
720 to 77951 570 280 73 638 2,234 2,323 6,169 
660 to 71920 212 144 46 324 1,013 1,098 2,857 
Less than 6604 51 55 31 270 298 608 1,317 
No FICO score available3 1 1 10 20 72 107 
Total home equity$190 $2,293 $1,088 $323 $3,262 $8,742 $8,795 $24,693 
58    The PNC Financial Services Group, Inc. – Form 10-Q


(Continued from previous page)Term Loans by Origination Year
December 31, 2021
In millions
20212020201920182017PriorRevolving LoansRevolving Loans Converted to TermTotal Loans
Residential real estate
Current estimated LTV ratios
Greater than 100% $10 $52 $21 $12 $13 $77 $185 
Greater than or equal to 80% to 100% 1,460 560 221 86 66 190 2,583 
Less than 80%15,213 7,822 2,834 1,004 1,570 7,385 35,828 
No LTV available275 6 1 1 22 305 
Government insured or guaranteed loans3 33 37 30 39 669 811 
Total residential real estate$16,961 $8,473 $3,114 $1,133 $1,688 $8,343 $39,712 
Updated FICO scores
Greater than or equal to 780$11,110 $5,898 $1,996 $596 $1,029 $4,052 $24,681 
720 to 7794,921 1,735 643 247 345 1,619 9,510 
660 to 719717 463 255 136 133 796 2,500 
Less than 66083 103 96 75 94 848 1,299 
No FICO score available127 241 87 49 48 359 911 
Government insured or guaranteed loans3 33 37 30 39 669 811 
Total residential real estate$16,961 $8,473 $3,114 $1,133 $1,688 $8,343 $39,712 
Home equity
Current estimated LTV ratios
Greater than 100%$1 $16 $14 $3 $2 $25 $329 $90 $480 
Greater than or equal to 80% to 100%7 85 62 13 11 66 990 674 1,908 
Less than 80%204 2,487 1,189 370 549 3,200 7,868 5,806 21,673 
Total home equity$212 $2,588 $1,265 $386 $562 $3,291 $9,187 $6,570 $24,061 
Updated FICO scores
Greater than or equal to 780$124 $1,619 $692 $201 $364 $2,035 $5,490 $3,320 $13,845 
720 to 77961 666 348 96 116 642 2,283 1,679 5,891 
660 to 71923 248 167 56 53 327 1,071 872 2,817 
Less than 6604 53 57 32 28 277 325 615 1,391 
No FICO score available2 1 1 1 10 18 84 117 
Total home equity$212 $2,588 $1,265 $386 $562 $3,291 $9,187 $6,570 $24,061 































The PNC Financial Services Group, Inc. – Form 10-Q 59  


Automobile, Credit Card, Education and Other Consumer
The following table presents credit quality indicators for the automobile, credit card, education and other consumer loan classes:

Table 46: Credit Quality Indicators for Automobile, Credit Card, Education and Other Consumer Loan Classes
Term Loans by Origination Year
June 30, 2022
In millions
20222021202020192018PriorRevolving LoansRevolving Loans Converted to TermTotal Loans
Updated FICO Scores
Automobile
FICO score greater than or equal to 780$1,391 $2,543 $1,186 $1,032 $371 $161 $6,684 
720 to 779868 1,702 738 745 340 139 4,532 
660 to 719392 817 446 552 278 109 2,594 
Less than 66051 291 267 459 313 132 1,513 
Total automobile$2,702 $5,353 $2,637 $2,788 $1,302 $541 $15,323 
Credit card
FICO score greater than or equal to 780$1,864 $2 $1,866 
720 to 7791,912 8 1,920 
660 to 7191,807 16 1,823 
Less than 660897 33 930 
No FICO score available or required (a)108 3 111 
Total credit card$6,588 $62 $6,650 
Education
FICO score greater than or equal to 780$10 $58 $54 $67 $55 $391 $635 
720 to 7798 28 26 32 26 159 279 
660 to 7193 7 8 10 9 68 105 
Less than 6601 2 2 2 2 25 34 
No FICO score available or required (a)3 8 9 6 1 1 28 
Education loans using FICO credit metric25 103 99 117 93 644 1,081 
Other internal credit metrics 1,251 1,251 
Total education$25 $103 $99 $117 $93 $1,895 $2,332 
Other consumer
FICO score greater than or equal to 780$116 $144 $86 $76 $28 $28 $58 $2 $538 
720 to 779151 179 107 102 38 21 99 3 700 
660 to 719124 138 98 106 49 15 99 2 631 
Less than 6606 51 49 57 33 9 44 1 250 
Other consumer loans using FICO credit metric397 512 340 341 148 73 300 8 2,119 
Other internal credit metrics 60 46 35 58 15 44 3,158 27 3,443 
Total other consumer$457 $558 $375 $399 $163 $117 $3,458 $35 $5,562 

60    The PNC Financial Services Group, Inc. – Form 10-Q


(Continued from previous page)Term Loans by Origination Year
December 31, 2021
In millions
20212020201920182017PriorRevolving LoansRevolving Loans Converted to TermTotal Loans
Updated FICO Scores
Automobile
FICO score greater than or equal to 780$3,247 $1,496 $1,380 $533 $226 $79 $6,961 
720 to 7792,119 983 1,030 499 195 62 4,888 
660 to 719969 609 772 413 155 44 2,962 
Less than 660277 315 583 429 162 58 1,824 
Total automobile$6,612 $3,403 $3,765 $1,874 $738 $243 $16,635 
Credit card
FICO score greater than or equal to 780$1,815 $2 $1,817 
720 to 7791,836 9 1,845 
660 to 7191,856 19 1,875 
Less than 660943 29 972 
No FICO score available or required (a)114 3 117 
Total credit card$6,564 $62 $6,626 
Education
FICO score greater than or equal to 780$37 $60 $77 $62 $48 $392 $676 
720 to 77920 29 37 30 21 160 297 
660 to 7197 9 11 11 7 73 118 
Less than 6601 1 2 2 2 25 33 
No FICO score available or required (a)11 10 7 2 1 31 
Education loans using FICO credit metric76 109 134 107 78 651 1,155 
Other internal credit metrics 1,378 1,378 
Total education$76 $109 $134 $107 $78 $2,029 $2,533 
Other consumer
FICO score greater than or equal to 780$199 $131 $123 $47 $12 $32 $95 $1 $640 
720 to 779250 172 167 68 15 19 125 816 
660 to 719190 145 165 82 16 11 122 731 
Less than 66050 62 85 54 10 6 50 1 318 
Other consumer loans using FICO credit metric689 510 540 251 53 68 392 2 2,505 
Other internal credit metrics 87 31 35 23 22 48 2,955 21 3,222 
Total other consumer$776 $541 $575 $274 $75 $116 $3,347 $23 $5,727 
(a)Loans with no FICO score available or required generally refers to new accounts issued to borrowers with limited credit history, accounts for which we cannot obtain an updated FICO score (e.g., recent profile changes), cards issued with a business name and/or cards secured by collateral. Management proactively assesses the risk and size of this loan category and, when necessary, takes actions to mitigate the credit risk.






















The PNC Financial Services Group, Inc. – Form 10-Q 61  


Troubled Debt Restructurings
Table 47 quantifies the number of loans that were classified as TDRs as well as the change in the loans’ balance as a result of becoming a TDR during the three and six months ended June 30, 2022 and June 30, 2021. Additionally, the table provides information about the types of TDR concessions. See Note 1 Accounting Policies and Note 4 Loans and Related Allowance for Credit Losses included in Item 8 of our 2021 Form 10-K for additional discussion of TDRs.
Table 47: Financial Impact and TDRs by Concession Type (a)
 Pre-TDR
Amortized Cost Basis (b)
Post-TDR Amortized Cost Basis (c)
During the three months ended June 30, 2022
Dollars in millions
Number
of Loans
Principal
Forgiveness
Rate
Reduction
OtherTotal
Commercial15 $35 $9 $22 $31 
Consumer3,025 50 $40 5 45 
Total TDRs3,040 $85 $9 $40 $27 $76 
During the six months ended June 30, 2022
Dollars in millions
Commercial27 $88 $9 $68 $77 
Consumer5,920 86 $66 12 78 
Total TDRs5,947 $174 $9 $66 $80 $155 
Pre-TDR
Amortized Cost Basis (b)
Post-TDR Amortized Cost Basis (c)
During the three months ended June 30, 2021
Dollars in millions
Number
of Loans
Principal
Forgiveness
Rate
Reduction
OtherTotal
Commercial11 $104 $82 $82 
Consumer1,386 23 $12 9 21 
Total TDRs1,397 $127 $12 $91 $103 
During the six months ended June 30, 2021
Dollars in millions
Commercial30 $197 $176 $176 
Consumer3,482 55 $28 21 49 
Total TDRs3,512 $252 $28 $197 $225 
(a) Impact of partial charge-offs at TDR date is included in this table.
(b) Represents the amortized cost basis of the loans as of the quarter end prior to TDR designation.
(c) Represents the amortized cost basis of the TDRs as of the end of the quarter in which the TDR occurs.
After a loan is determined to be a TDR, we continue to track its performance under its most recent restructured terms. We consider a TDR to have subsequently defaulted when it becomes 60 days past due after the most recent date the loan was restructured. The following table provides a summary of TDRs that subsequently defaulted during the periods presented and were classified as TDRs during the applicable 12-month period preceding June 30, 2022 and June 30, 2021.
Table 48: Subsequently Defaulted TDRs

In millions20222021
Three months ended June 30$20 $14 
Six months ended June 30$27 $26 

Allowance for Credit Losses
We maintain the ACL related to loans at levels that we believe to be appropriate to absorb expected credit losses in the portfolios as of the balance sheet date. See Note 1 Accounting Policies included in Item 8 of our 2021 Form 10-K for a discussion of the methodologies used to determine this allowance. A rollforward of the ACL related to loans follows:
62    The PNC Financial Services Group, Inc. – Form 10-Q


Table 49: Rollforward of Allowance for Credit Losses
Three months ended June 30Six months ended June 30
2022202120222021
In millionsCommercialConsumerTotalCommercialConsumerTotalCommercialConsumerTotalCommercialConsumerTotal
Allowance for loan and lease losses
Beginning balance$3,003 $1,555 $4,558 $3,083 $1,631 $4,714 $3,185 $1,683 $4,868 $3,337 $2,024 $5,361 
Acquisition PCD reserves828 287 1,115 828 287 1,115 
Charge-offs(37)(158)(195)(274)(154)(428)(89)(357)(446)(343)(328)(671)
Recoveries19 93 112 34 88 122 53 173 226 52 167 219 
Net (charge-offs)(18)(65)(83)(240)(66)(306)(36)(184)(220)(291)(161)(452)
Provision for (recapture of) credit losses (45)35 (10)140 66 206 (208)26 (182)(64)(232)(296)
Other(3)(3)1 1 (4)(4)2 2 
Ending balance$2,937 $1,525 $4,462 $3,812 $1,918 $5,730 $2,937 $1,525 $4,462 $3,812 $1,918 $5,730 
Allowance for unfunded lending related commitments (a)
 Beginning balance$587 $52 $639 $403 $104 $507 $564 $98 $662 $485 $99 $584 
Acquisition PCD reserves43 3 46 43 3 46 
Provision for (recapture of) credit losses43 (1)42 87 5 92 66 (47)19 5 10 15 
Ending balance$630 $51 $681 $533 $112 $645 $630 $51 $681 $533 $112 $645 
Allowance for credit losses at June 30 (b)
$3,567 $1,576 $5,143 $4,345 $2,030 $6,375 $3,567 $1,576 $5,143 $4,345 $2,030 $6,375 
(a)     See Note 8 Commitments for additional information about the underlying commitments related to this allowance.
(b)    Represents the ALLL plus allowance for unfunded lending related commitments and excludes allowances for investment securities and other financial assets, which together totaled $163 million and $138 million at June 30, 2022 and 2021, respectively.

The ACL related to loans at June 30, 2022 totaled $5.1 billion, a decrease of $0.4 billion since December 31, 2021. This decline was primarily driven by the impacts from portfolio changes and improved COVID-19 related economic conditions. The following summarizes the changes in these factors that influenced the ACL during the six months ended June 30, 2022:
Portfolio changes that drove reserve declines at June 30, 2022 reflected improvements in credit quality, partially offset by the impact from loan growth in the commercial and industrial portfolio.
The improved COVID-19 related economic conditions reduced reserves at June 30, 2022 for specific high-risk segments of our commercial and consumer portfolios impacted by the pandemic. This decline was partially offset by increased reserves to account for the elevated risks associated with inflation and supply chain disruptions.

NOTE 5 LOAN SALE AND SERVICING ACTIVITIES AND VARIABLE INTEREST ENTITIES

Loan Sale and Servicing Activities

As more fully described in Note 5 Loan Sale and Servicing Activities and Variable Interest Entities in Item 8 of our 2021 Form 10-K, we have transferred residential and commercial mortgage loans in securitization or sales transactions in which we have continuing involvement. Our continuing involvement in the FNMA, FHLMC and GNMA securitizations, Non-agency securitizations and loan sale transactions generally consists of servicing, repurchasing previously transferred loans under certain conditions and loss share arrangements, and, in limited circumstances, holding of mortgage-backed securities issued by the securitization SPEs.

We earn servicing and other ancillary fees for our role as servicer and, depending on the contractual terms of the servicing arrangement, we can be terminated as servicer with or without cause. At the consummation date of each type of loan transfer where we retain the servicing, we recognize a servicing right at fair value. See Note 9 Commitments and Note 12 Fair Value for information on our servicing rights, including the carrying value of servicing assets.

The PNC Financial Services Group, Inc. – Form 10-Q 63  


The following table provides cash flows associated with our loan sale and servicing activities:
Table 50: Cash Flows Associated with Loan Sale and Servicing Activities
In millionsResidential
Mortgages
Commercial
Mortgages (a)
Cash Flows - Three months ended June 30, 2022
Sales of loans and related securitization activity (b)$1,454 $929 
Repurchases of previously transferred loans (c)$57 
Servicing fees (d) $91 $47 
Servicing advances recovered/(funded), net$1 $(17)
Cash flows on mortgage-backed securities held (e)$1,029 $14 
Cash Flows - Three months ended June 30, 2021
Sales of loans and related securitization activity (b)$2,283 $735 
Repurchases of previously transferred loans (c)$51 $9 
Servicing fees (d)$83 $38 
Servicing advances recovered/(funded), net$(5)$(26)
Cash flows on mortgage-backed securities held (e)$2,660 $19 
Cash Flows - Six months ended June 30, 2022
Sales of loans and related securitization activity (b)$3,348 $1,839 
Repurchases of previously transferred loans (c)$105 $27 
Servicing fees (d) $184 $89 
Servicing advances recovered/(funded), net$33 $4 
Cash flows on mortgage-backed securities held (e)$2,325 $28 
Cash Flows - Six months ended June 30, 2021
Sales of loans and related securitization activity (b)$3,522 $1,723 
Repurchases of previously transferred loans (c)$144 $42 
Servicing fees (d)$165 $76 
Servicing advances recovered/(funded), net$12 $(36)
Cash flows on mortgage-backed securities held (e)$5,215 $48 
(a)Represents cash flow information associated with both commercial mortgage loan transfers and servicing activities.
(b)Gains/losses recognized on sales of loans were insignificant for the periods presented.
(c)Includes both residential and commercial mortgage government insured or guaranteed loans eligible for repurchase through the exercise of our ROAP option, as well as residential mortgage loans repurchased due to alleged breaches of origination covenants or representations and warranties made to purchasers.
(d)Includes contractually specified servicing fees, late charges and ancillary fees.
(e)Represents cash flows on securities where we transferred to and/or service loans for a securitization SPE and we hold securities issued by that SPE. The carrying values of such securities held were $19.1 billion, $17.6 billion and $17.5 billion in residential mortgage-backed securities and $0.8 billion, $0.6 billion and $0.7 billion in commercial mortgage-backed securities at June 30, 2022, December 31, 2021 and June 30, 2021.













64    The PNC Financial Services Group, Inc. – Form 10-Q



Table 51 presents information about the principal balances of transferred loans that we service and are not recorded on our Consolidated Balance Sheet. We would only experience a loss on these transferred loans if we were required to repurchase a loan, where the repurchase price exceeded the loan's fair value, due to a breach in representations and warranties or a loss sharing arrangement associated with our continuing involvement with these loans. The estimate of losses related to breaches in representations and warranties was insignificant at June 30, 2022.
Table 51: Principal Balance, Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others
In millionsResidential MortgagesCommercial Mortgages (a)
June 30, 2022
Total principal balance$41,868 $39,661 
Delinquent loans (b)$401 $4 
December 31, 2021
Total principal balance$42,726 $39,551 
Delinquent loans (b)$569 $42 
Three months ended June 30, 2022
Net charge-offs (c)$1 $3 
Three months ended June 30, 2021
Net charge-offs (c)$1 $25 
Six months ended June 30, 2022
Net charge-offs (c)$2 $3 
Six months ended June 30, 2021
Net charge-offs (c)$3 $178 
(a)Represents information at the securitization level in which we have sold loans and we are the servicer for the securitization.
(b)Serviced delinquent loans are 90 days or more past due or are in the process of foreclosure.
(c)Net charge-offs for Residential mortgages represent credit losses less recoveries distributed and as reported to investors during the period. Net charge-offs for Commercial mortgages represent credit losses less recoveries distributed and as reported by the trustee for commercial mortgage-backed securitizations. Realized losses for Agency securitizations are not reflected as we do not manage the underlying real estate upon foreclosure and, as such, do not have access to loss information.

Variable Interest Entities (VIEs)

As discussed in Note 5 Loan Sale and Servicing Activities and Variable Interest Entities included in Item 8 of our 2021 Form 10-K, we are involved with various entities in the normal course of business that are deemed to be VIEs.

The following table provides a summary of non-consolidated VIEs with which we have significant continuing involvement but are not the primary beneficiary. We have excluded certain transactions with non-consolidated VIEs from the balances presented in Table 52 where we have determined that our continuing involvement is insignificant. We do not consider our continuing involvement to be significant when it relates to a VIE where we only invest in securities issued by the VIE and were not involved in the design of the VIE or where no transfers have occurred between us and the VIE. In addition, where we only have lending arrangements in the normal course of business with entities that could be VIEs, we have excluded these transactions with non-consolidated entities from the balances presented in Table 52. These loans are included as part of the asset quality disclosures that we make in Note 4 Loans and Related Allowance for Credit Losses.
Table 52 : Non-Consolidated VIEs
In millionsPNC Risk of Loss (a)Carrying Value of Assets
Owned by PNC
 Carrying Value of Liabilities
Owned by PNC
 
June 30, 2022 
Mortgage-backed securitizations (b) $20,191 $20,191 (c) $1  
Tax credit investments and other 4,158 3,985 (d) 1,919 (e) 
Total$24,349 $24,176  $1,920  
December 31, 2021 
Mortgage-backed securitizations (b)$18,708 $18,708 (c) $1  
Tax credit investments and other3,865 3,893 (d) 1,798 (e) 
Total$22,573 $22,601  $1,799  
(a)Represents loans, investments and other assets related to non-consolidated VIEs, net of collateral (if applicable). The risk of loss excludes any potential tax recapture associated with tax credit investments.
(b)Amounts reflect involvement with securitization SPEs where we transferred to and/or service loans for an SPE and we hold securities issued by that SPE. Values disclosed in the PNC Risk of Loss column represent our maximum exposure to loss for those securities’ holdings.
(c)Included in Investment securities, Mortgage servicing rights and Other assets on our Consolidated Balance Sheet.
(d)Included in Investment securities, Loans, Equity investments and Other assets on our Consolidated Balance Sheet.
(e)Included in Deposits and Other liabilities on our Consolidated Balance Sheet.
The PNC Financial Services Group, Inc. – Form 10-Q 65  


We make certain equity investments in various tax credit limited partnerships or LLCs. The purpose of these investments is to achieve a satisfactory return on capital and to assist us in achieving goals associated with the Community Reinvestment Act. Within Income taxes, during both the six months ended June 30, 2022 and June 30, 2021, we recognized less than $0.1 billion of amortization, tax credits and other tax benefits associated with qualified investments in LIHTCs.

NOTE 6 GOODWILL AND MORTGAGE SERVICING RIGHTS

Goodwill

See Note 6 Goodwill and Mortgage Servicing Rights in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K for more information regarding our goodwill.

Mortgage Servicing Rights
We recognize the right to service mortgage loans for others as an intangible asset when the servicing income we receive is more than our projected servicing costs. MSRs are recognized either when purchased or when originated loans are sold with servicing retained. MSRs totaled $2.6 billion at June 30, 2022 and $1.8 billion at December 31, 2021, and consisted of loan servicing contracts for commercial and residential mortgages measured at fair value.

MSRs are subject to changes in value from actual or expected prepayment of the underlying loans and defaults, as well as market driven changes in interest rates. We manage this risk by economically hedging the fair value of MSRs with securities, derivative instruments and resale agreements which are expected to increase (or decrease) in value when the value of MSRs decreases (or increases).

See the Sensitivity Analysis section of this Note 6 for more detail on our fair value measurement of MSRs. See Note 6 Goodwill and Mortgage Servicing Rights and Note 15 Fair Value in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K for more detail on our fair value measurement and our accounting of MSRs.

Changes in the commercial and residential MSRs follow:

Table 53: Mortgage Servicing Rights
 Commercial MSRsResidential MSRs
In millions202220212022 2021
January 1 $740 $569 $1,078 $673 
Additions:
BBVA Acquisition35 
From loans sold with servicing retained35 39 38 37 
Purchases25 21 257 372 
Changes in fair value due to:
Time and payoffs (a)(74)(57)(123)(160)
Other (b)262 110 370 154 
June 30$988 $682 $1,620 $1,111 
Related unpaid principal balance at June 30$281,671 $262,856 $144,533 $145,312 
Servicing advances at June 30$459 $473 $143 $134 
(a)Represents decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period.
(b)Represents MSR value changes resulting primarily from market-driven changes in interest rates.

Sensitivity Analysis
The fair value of commercial and residential MSRs and significant inputs to the valuation models as of June 30, 2022 and December 31, 2021 are shown in Tables 54 and 55. The expected and actual rates of mortgage loan prepayments are significant factors driving the fair value. Management uses both internal proprietary models and a third-party model to estimate future commercial mortgage loan prepayments and a third-party model to estimate future residential mortgage loan prepayments. These models have been refined based on current market conditions and management judgment. Future interest rates are another important factor in the valuation of MSRs. Management utilizes market implied forward interest rates to estimate the future direction of mortgage and discount rates. The forward rates utilized are derived from the current yield curve for U.S. dollar interest rate swaps and are consistent with pricing of capital markets instruments. Changes in the shape and slope of the forward curve in future periods may result in volatility in the fair value estimate.
66    The PNC Financial Services Group, Inc. – Form 10-Q



A sensitivity analysis of the hypothetical effect on the fair value of MSRs to adverse changes in key assumptions is presented in Tables 54 and 55. These sensitivities do not include the impact of the related hedging activities. Changes in fair value generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated independently without changing any other assumption. In reality, changes in one factor may result in changes in another (e.g., changes in mortgage interest rates, which drive changes in prepayment rate estimates, could result in changes in the interest rate spread), which could either magnify or counteract the sensitivities.

The following tables set forth the fair value of commercial and residential MSRs and the sensitivity analysis of the hypothetical effect on the fair value of MSRs to immediate adverse changes of 10% and 20% in those assumptions.

Table 54: Commercial Mortgage Servicing Rights – Key Valuation Assumptions
Dollars in millionsJune 30
2022
December 31
2021
Fair value$988 $740 
Weighted-average life (years)4.14.2
Weighted-average constant prepayment rate4.85 %5.49 %
Decline in fair value from 10% adverse change$11 $12 
Decline in fair value from 20% adverse change$20 $21 
Effective discount rate8.94 %7.75 %
Decline in fair value from 10% adverse change$29 $20 
Decline in fair value from 20% adverse change$58 $40 

Table 55: Residential Mortgage Servicing Rights – Key Valuation Assumptions
Dollars in millions
June 30
2022
 December 31
2021
 
Fair value$1,620  $1,078  
Weighted-average life (years)7.4 5.7 
Weighted-average constant prepayment rate8.08 %12.63 %
Decline in fair value from 10% adverse change$42  $46  
Decline in fair value from 20% adverse change$82  $89  
Weighted-average option adjusted spread818 bps857 bps
Decline in fair value from 10% adverse change$50  $31  
Decline in fair value from 20% adverse change$97  $60  

Fees from mortgage loan servicing, which include contractually specified servicing fees, late fees and ancillary fees were $0.2 billion and $0.1 billion for the three months ended June 30, 2022 and 2021, and $0.3 billion and $0.2 billion for the six months ended June 30, 2022 and 2021, respectively. We also generate servicing fees from fee-based activities provided to others for which we do not have an associated servicing asset. Fees from commercial and residential MSRs are reported within Noninterest income on our Consolidated Income Statement in Residential and commercial mortgage.

NOTE 7 LEASES
PNC's lessor arrangements primarily consist of direct financing, sales-type and operating leases for equipment. Lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. For more information on lease accounting see Note 1 Accounting Policies and Note 7 Leases in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.

Table 56: Lessor Income
Three months ended
June 30
Six months ended
June 30
In millions2022202120222021
 Sales-type and direct financing leases (a)$57 $61 $116 $123 
 Operating leases (b)16 20 33 40 
Lease income $73 $81 $149 $163 
(a)Included in Loans interest income on the Consolidated Income Statement.
(b)Included in Lending and deposit services on the Consolidated Income Statement.


The PNC Financial Services Group, Inc. – Form 10-Q 67  


NOTE 8 BORROWED FUNDS
The following table shows the carrying value of total borrowed funds of $36.0 billion at June 30, 2022 (including adjustments related to accounting hedges and unamortized original issuance discounts) by remaining contractual maturity:
Table 57: Borrowed Funds
In billions
Less than 1 year$5.9 
1 to 2 years$2.6 
2 to 3 years$5.2 
3 to 4 years$9.6 
4 to 5 years$2.3 
Over 5 years$10.4 

The following table presents the contractual rates and maturity dates of our FHLB borrowings, senior debt and subordinated debt as of June 30, 2022, and the carrying values as of June 30, 2022 and December 31, 2021.
Table 58: FHLB Borrowings, Senior Debt and Subordinated Debt
 Stated RateMaturityCarrying Value
Dollars in millions2022202220222021
Parent Company
Senior debt
1.15% - 3.50%
2022 - 2032$8,641 $10,369 
Subordinated debt
3.90% - 4.63%
2024 - 20331,580 777 
Junior subordinated debt2.17 %2028205 205 
Subtotal  10,426 11,351 
Bank
Federal Home Loan Bank borrowings (a)
1.87% - 1.93%
2025 - 202610,000 
Senior debt
0.80% -3.50%
2022 - 20435,717 10,292 
Subordinated debt
2.70% - 5.90%
2022 - 20295,702 6,014 
Subtotal  21,419 16,306 
Total  $31,845 $27,657 
(a)FHLB borrowings are generally collateralized by residential mortgage loans, other mortgage-related loans and investment securities.
In Table 58, the carrying values for Parent Company senior and subordinated debt include basis adjustments of $(462) million and $(9) million, respectively, whereas Bank senior and subordinated debt include basis adjustments of $(128) million and $(117) million, respectively, related to fair value accounting hedges as of June 30, 2022.
Certain borrowings are reported at fair value. Refer to Note 12 Fair Value for more information on those borrowings.
For further information regarding junior subordinated debentures refer to Note 10 Borrowed Funds in Item 8 of our 2021 Form 10-K.



















68    The PNC Financial Services Group, Inc. – Form 10-Q



NOTE 9 COMMITMENTS
In the normal course of business, we have various commitments outstanding, certain of which are not included on our Consolidated Balance Sheet. The following table presents our outstanding commitments to extend credit along with other commitments as of June 30, 2022 and December 31, 2021, respectively.
Table 59: Commitments to Extend Credit and Other Commitments
In millionsJune 30
2022
December 31
2021
Commitments to extend credit
Commercial$186,684 $176,248 
Home equity lines of credit20,547 19,410 
Credit card32,873 32,499 
Other8,108 9,081 
Total commitments to extend credit 248,212 237,238 
Net outstanding standby letters of credit (a)9,821 9,303 
Standby bond purchase agreements (b)1,250 1,268 
Other commitments (c)3,117 3,045 
Total commitments to extend credit and other commitments$262,400 $250,854 
(a)Net outstanding standby letters of credit include $3.9 billion and $3.3 billion at June 30, 2022 and December 31, 2021, respectively, which support remarketing programs.
(b)We enter into standby bond purchase agreements to support municipal bond obligations.
(c)Includes $2.1 billion and $2.0 billion related to investments in qualified affordable housing projects for June 30, 2022 and December 31, 2021, respectively.

Commitments to Extend Credit

Commitments to extend credit, or net unfunded loan commitments, represent arrangements to lend funds or provide liquidity subject to specified contractual conditions. These commitments generally have fixed expiration dates, may require payment of a fee, and generally contain termination clauses in the event the customer’s credit quality deteriorates.

Net Outstanding Standby Letters of Credit

We issue standby letters of credit and share in the risk of standby letters of credit issued by other financial institutions, in each case to support obligations of our customers to third parties, such as insurance requirements and the facilitation of transactions involving capital markets product execution. Approximately 98% of our net outstanding standby letters of credit were rated as Pass as of June 30, 2022, with the remainder rated as Criticized. An internal credit rating of Pass indicates the expected risk of loss is currently low, while a rating of Criticized indicates a higher degree of risk.

If the customer fails to meet its financial or performance obligation to the third party under the terms of the contract or there is a need to support a remarketing program, then upon a draw by a beneficiary, subject to the terms of the letter of credit, we would be obligated to make payment to them. The standby letters of credit outstanding on June 30, 2022 had terms ranging from less than one year to eight years.

As of June 30, 2022, assets of $1.3 billion secured certain specifically identified standby letters of credit. In addition, a portion of the remaining standby letters of credit issued on behalf of specific customers is also secured by collateral or guarantees that secure the customers’ other obligations to us. The carrying amount of the liability for our obligations related to standby letters of credit and participations in standby letters of credit was $0.1 billion at June 30, 2022 and is included in Other liabilities on our Consolidated Balance Sheet.

The PNC Financial Services Group, Inc. – Form 10-Q 69  


NOTE 10 TOTAL EQUITY AND OTHER COMPREHENSIVE INCOME

Activity in total equity for the three and six months ended June 30, 2022 and 2021 is as follows:
Table 60: Rollforward of Total Equity
  Shareholders’ Equity    
In millionsShares
Outstanding
Common
Stock
Common
Stock
Capital
Surplus -
Preferred
Stock
Capital
Surplus -
Common
Stock and
Other
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Non-
controlling
Interests
Total Equity
Three months ended
Balance at March 31, 2021 (a)425 $2,713 $3,518 $12,361 $48,113 $1,290 $(14,146)$30 $53,879 
Net income1,091 12 1,103 
Other comprehensive income, net of tax173 173 
Cash dividends declared - Common(492)(492)
Cash dividends declared - Preferred(48)(48)
Preferred stock discount accretion1 (1)
Common stock activity12 12 
Treasury stock activity4 6 10 
Other32 16 48 
Balance at June 30, 2021 (a)425 $2,713 $3,519 $12,409 $48,663 $1,463 $(14,140)$58 $54,685 
Balance at March 31, 2022 (a)415 $2,713 $5,011 $12,476 $51,058 $(5,731)$(16,346)$35 $49,216 
Net income 1,481 15 1,496 
Other comprehensive income (loss), net of tax(2,627)(2,627)
Cash dividends declared - Common(626)(626)
Cash dividends declared - Preferred(71)(71)
Preferred stock discount accretion1 (1)
Preferred stock issuance (b)992 992 
Common stock activity 1 14 15 
Treasury stock activity(4)5 (730)(725)
Other32 (14)18 
Balance at June 30, 2022 (a)411 $2,714 $6,004 $12,527 $51,841 $(8,358)$(17,076)$36 $47,688 
Six months ended
Balance at December 31, 2020 (a)424 $2,713 $3,517 $12,367 $46,848 $2,770 $(14,205)$31 $54,041 
Net income2,907 22 2,929 
Other comprehensive income (loss), net of tax(1,307)(1,307)
Cash dividends declared - Common(985)(985)
Cash dividends declared - Preferred (105)(105)
Preferred stock discount accretion2 (2)
Common stock activity12 12 
Treasury stock activity1 73 65 138 
Other(43)5 (38)
Balance at June 30, 2021 (a)425 $2,713 $3,519 $12,409 $48,663 $1,463 $(14,140)$58 $54,685 
Balance at December 31, 2021 (a)420 $2,713 $5,009 $12,448 $50,228 $409 $(15,112)$31 $55,726 
Net income2,889 36 2,925 
Other comprehensive income (loss), net of tax(8,767)(8,767)
Cash dividends declared - Common(1,157)(1,157)
Cash dividends declared - Preferred (116)(116)
Preferred stock discount accretion3 (3)
Preferred stock issuance (b)992 992 
Common stock activity 1 14 15 
Treasury stock activity(9)50 (1,964)(1,914)
Other15 (31)(16)
Balance at June 30, 2022 (a)411 $2,714 $6,004 $12,527 $51,841 $(8,358)$(17,076)$36 $47,688 
(a)The par value of our preferred stock outstanding was less than $0.5 million at each date and, therefore, is excluded from this presentation.
(b)On April 26, 2022, PNC issued 1,000,000 depositary shares each representing 1/100th ownership in a share of 6.000% fixed-rate reset non-cumulative perpetual preferred stock, Series U, with a par value of $1 per share.


70    The PNC Financial Services Group, Inc. – Form 10-Q



Details of other comprehensive income (loss) are as follows:

Table 61: Other Comprehensive Income (Loss)

 Three months ended June 30Six months ended June 30
2022202120222021
In millionsPre-taxTax effectAfter-
tax
Pre-taxTax effectAfter-taxPre-taxTax effectAfter-taxPre-taxTax effectAfter-tax
Debt securities
Net unrealized gains (losses) on securities$(2,929)$690 $(2,239)$55 $(13)$42 $(9,247)$2,179 $(7,068)$(1,126)$265 $(861)
Less: Net realized gains (losses) reclassified to
   earnings (a)
(214)50 (164)9 (2)7 (217)51 (166)22 (5)17 
Net change (2,715)640 (2,075)46 (11)35 (9,030)2,128 (6,902)(1,148)270 (878)
Cash flow hedge derivatives
Net unrealized gains (losses) on cash flow hedge derivatives(676)159 (517)330 (78)252 (2,332)549 (1,783)(310)73 (237)
Less: Net realized gains (losses) reclassified to earnings (a)25 (6)19 108 (25)83 127 (30)97 243 (57)186 
Net change(701)165 (536)222 (53)169 (2,459)579 (1,880)(553)130 (423)
Pension and other postretirement benefit plan adjustments
Net pension and other postretirement benefit plan activity and other reclassified to earnings (b)8 (2)6 (43)10 (33)62 (15)47 (13)3 (10)
Net change 8 (2)6 (43)10 (33)62 (15)47 (13)3 (10)
Other
Net unrealized gains (losses) on other transactions(4)(18)(22)2 2 (7)(25)(32)1 3 4 
Net change (4)(18)(22)2 2 (7)(25)(32)1 3 4 
Total other comprehensive income (loss)$(3,412)$785 $(2,627)$225 $(52)$173 $(11,434)$2,667 $(8,767)$(1,713)$406 $(1,307)
(a)Reclassifications for pre-tax debt securities and cash flow hedges are recorded in Interest income and Noninterest income on the Consolidated Income Statement.
(b)Reclassifications include amortization of actuarial losses (gains) and amortization of prior period services costs (credits) which are recorded in noninterest expense on the Consolidated Income Statement.


Table 62: Accumulated Other Comprehensive Income (Loss) Components
In millions, after-taxDebt securities Cash flow hedge derivativesPension and  other postretirement benefit plan adjustmentsOtherTotal
Three months ended
Balance at March 31, 2021$1,549 $67 $(322)$(4)$1,290 
Net activity35 169 (33)2 173 
Balance at June 30, 2021$1,584 $236 $(355)$(2)$1,463 
Balance at March 31, 2022$(4,238)$(1,545)$68 $(16)$(5,731)
Net activity (2,075)(536)6 (22)(2,627)
Balance at June 30, 2022 (a)$(6,313)$(2,081)$74 $(38)$(8,358)
Six months ended
Balance at December 31, 2020$2,462 $659 $(345)$(6)$2,770 
Net activity(878)(423)(10)4 (1,307)
Balance at June 30, 2021$1,584 $236 $(355)$(2)$1,463 
Balance at December 31, 2021$589 $(201)$27 $(6)$409 
Net activity(6,902)(1,880)47 (32)(8,767)
Balance at June 30, 2022 (a)$(6,313)$(2,081)$74 $(38)$(8,358)
(a)At June 30, 2022, AOCI included pretax losses of $141 million from derivatives that hedged the purchase of investment securities classified as held to maturity.
The PNC Financial Services Group, Inc. – Form 10-Q 71  


The following table provides the dividends per share for PNC's common and preferred stock:

Table 63: Dividends Per Share (a)
Three months ended June 30Six months ended June 30
2022202120222021
Common Stock$1.50 $1.15 $2.75 $2.30 
Preferred Stock
   Series B$0.45 $0.45 $0.90 $0.90 
   Series O$987 $1,961 $3,375 
   Series P$1,532 $1,532 $3,063 $3,063 
   Series R$2,425 $2,425 $2,425 $2,425 
Series S$2,500 $2,500 $2,500 $2,500 
   Series T$850 $1,700 
(a)Dividends are payable quarterly other than Series R and Series S preferred stock, which are payable semiannually. On April 26, 2022, PNC issued 1,000,000 depositary shares each representing 1/100th ownership in a share of 6.000% fixed-rate reset non-cumulative perpetual preferred stock, Series U, with a par value of $1 per share. Beginning on August 15, 2022, dividends will be paid on the Series U on a quarterly basis (February 15, May 15, August 15, and November 15 of each year).

On July 1, 2022, the PNC Board of Directors declared a quarterly cash dividend on common stock of $1.50 per share payable on August 5, 2022.

NOTE 11 EARNINGS PER SHARE

Table 64: Basic and Diluted Earnings Per Common Share
 Three months ended June 30Six months ended June 30
In millions, except per share data2022202120222021
Basic
Net income$1,496 $1,103 $2,925 $2,929 
Less:
Net income attributable to noncontrolling interests15 12 36 22 
Preferred stock dividends71 48 116 105 
Preferred stock discount accretion and redemptions1 1 3 2 
Net income attributable to common shareholders1,409 1,042 2,770 2,800 
Less: Dividends and undistributed earnings allocated to nonvested restricted shares7 5 13 13 
Net income attributable to basic common shareholders$1,402 $1,037 $2,757 $2,787 
Basic weighted-average common shares outstanding414 427 417 426 
Basic earnings per common share (a)$3.39 $2.43 $6.62 $6.54 
Diluted
Net income attributable to diluted common shareholders
$1,402 $1,037 $2,757 $2,787 
Basic weighted-average common shares outstanding414 427417 426
Dilutive potential common shares 1 
Diluted weighted-average common shares outstanding414 427 417 427 
Diluted earnings per common share (a)$3.39 $2.43 $6.61 $6.53 
(a)Basic and diluted earnings per share under the two-class method are determined on net income reported on the income statement less earnings allocated to nonvested restricted shares and restricted share units with nonforfeitable dividends and dividend rights (participating securities).

72    The PNC Financial Services Group, Inc. – Form 10-Q



NOTE 12 FAIR VALUE

Fair Value Measurement

We measure certain financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability on the measurement date, and is determined using an exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair value hierarchy established by GAAP requires us to maximize the use of observable inputs when measuring fair value. For more information regarding the fair value hierarchy, see Note 15 Fair Value in Item 8 of our 2021 Form 10-K. Additionally, for more information regarding the fair value of assets and liabilities from our BBVA acquisition, see Note 2 Acquisition and Divestiture Activity in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

For more information on the valuation methodologies used to measure assets and liabilities at fair value on a recurring basis, see Note 15 Fair Value in Item 8 of our 2021 Form 10-K. The following table summarizes our assets and liabilities measured at fair value on a recurring basis, including instruments for which we have elected the fair value option.

Table 65: Fair Value Measurements – Recurring Basis Summary

 June 30, 2022December 31, 2021
In millionsLevel 1Level 2Level 3Total
Fair Value
Level 1Level 2Level 3Total
Fair Value
Assets
Residential mortgage loans held for sale$793 $83 $876 $1,221 $81 $1,302 
Commercial mortgage loans held for sale68 38 106 526 49 575 
Securities available for sale
U.S. Treasury and government agencies$11,820 1,223 13,043 $41,873 4,291 46,164 
Residential mortgage-backed
Agency32,179 32,179 67,632 67,632 
Non-agency925 925 61 1,097 1,158 
Commercial mortgage-backed
Agency1,947 1,947 1,773 1,773 
Non-agency1,347 3 1,350 3,433 33,436 
Asset-backed5 138 143 6,246 163 6,409 
Other3,330 67 3,397 4,895 69 4,964 
Total securities available for sale11,820 40,031 1,133 52,984 41,873 88,331 1,332 131,536 
Loans488 804 1,292 617 884 1,501 
Equity investments (a)1,269 1,867 3,318 1,373 1,680 3,231 
Residential mortgage servicing rights1,620 1,620 1,078 1,078 
Commercial mortgage servicing rights988 988 740 740 
Trading securities (b) 829 1,402 2,231 250 1,601 1,851 
Financial derivatives (b) (c)10 5,369 13 5,392 55,109 38 5,152 
Other assets351 85 436 404 114 518 
Total assets (d)$14,279 $48,236 $6,546 $69,243 $43,905 $97,519 $5,882 $147,484 
Liabilities
Other borrowed funds $1,561 $166 $3 $1,730 $725 $45 $3 $773 
Financial derivatives (c) (e) 9 7,368 213 7,590 3,285 285 3,570 
Other liabilities182 182 175 175 
Total liabilities (f) $1,570 $7,534 $398 $9,502 $725 $3,330 $463 $4,518 
(a)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
(b)Included in Other assets on the Consolidated Balance Sheet.
(c)Amounts at June 30, 2022 and December 31, 2021 are presented gross and are not reduced by the impact of legally enforceable master netting agreements that allow us to net positive and negative positions and cash collateral held or placed with the same counterparty. See Note 13 Financial Derivatives for additional information related to derivative offsetting.
(d)Total assets at fair value as a percentage of total consolidated assets was 13% and 26% as of June 30, 2022 and December 31, 2021, respectively. Level 3 assets as a percentage of total assets at fair value was 10% and 4% at June 30, 2022 and December 31, 2021, respectively. Level 3 assets as a percentage of total consolidated assets was 1% at both June 30, 2022 and December 31, 2021 respectively.
(e)Included in Other liabilities on the Consolidated Balance Sheet.
(f)Total liabilities at fair value as a percentage of total consolidated liabilities was 2% and 1% at June 30, 2022 and December 31, 2021, respectively. Level 3 liabilities as a percentage of total liabilities at fair value was 4% and 10% at June 30, 2022 and December 31, 2021, respectively. Level 3 liabilities as a percentage of total consolidated liabilities was less than 1% at both June 30, 2022 and December 31, 2021 respectively.
The PNC Financial Services Group, Inc. – Form 10-Q 73  


Reconciliations of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the six months ended June 30, 2022 and 2021 follow:

Table 66: Reconciliation of Level 3 Assets and Liabilities
Three Months Ended June 30, 2022
   Total realized / unrealized
gains or losses for the 
period (a)
              Unrealized
gains / losses for the period
on assets and
liabilities held on
Consolidated
Balance Sheet at
June 30, 2022
(a) (c)
Level 3 Instruments Only
In millions
Fair Value Mar. 31, 2022Included in
Earnings
Included
in Other
comprehensive
income (b)
PurchasesSalesIssuancesSettlementsTransfers
into
Level 3
Transfers
out of
Level 3
Fair
Value June 30, 2022
Assets             
Residential mortgage
    loans held for sale
$108 $(1)$8 $(30)$(4)$9 $(7)(d)$83 $(1) 
Commercial mortgage
    loans held for sale
45 (7)38  
Securities available for sale
Residential mortgage-
  backed non-agency
1,019 7 $(43)(58)925  
Commercial mortgage-
  backed non-agency
3 3  
Asset-backed152 1 (9)(6)138  
Other66 (1)2 67  
Total securities
    available for sale
1,240 8 (53)2 (64)1,133  
Loans851 10 7 (1)(48)(15)(d)804 9 
Equity investments1,751 92 87 (63)1,867 94  
Residential mortgage
    servicing rights
1,322 163 181 $17 (63)1,620 163 
Commercial mortgage
    servicing rights
886 111 17 14 (40)988 111  
Financial derivatives 10 7 2 (6)13 13  
Total assets $6,213 $390 $(53)$304 $(94)$31 $(232)$9 $(22)$6,546 $389 
Liabilities 
Other borrowed funds$3 $2 $(2)$3  
Financial derivatives 234 $18 $3 (42)213 $19  
Other liabilities 158 14 171 (161)182 10  
Total liabilities $395 $32 $3 $173 $(205)$398 $29  
Net gains (losses) $358 (e)        $360 (f) 

74    The PNC Financial Services Group, Inc. – Form 10-Q



(continued from previous page)

Three Months Ended June 30, 2021
   Total realized / unrealized
gains or losses for the 
period (a)
            Unrealized gains/losses for the period on assets and liabilities held on Consolidated Balance Sheet at June 30, 2021
 (a) (c)
Level 3 Instruments Only
In millions
Fair Value Mar. 31, 2021Included in EarningsIncluded in Other comprehensive income (b)PurchasesSalesIssuancesSettlementsTransfers into Level 3Transfers out of Level 3Impact from BBVA AcquisitionFair Value June 30, 2021
Assets             
Residential mortgage
   loans held for sale
$165 $(1)$3 $(36)$(12)$5 $(5)(d)$119 
Commercial mortgage
    loans held for sale
56 1 (6)1 52 
Securities available for sale$239 239 
Residential mortgage-
    backed non-agency
1,316 11 (90)1,237 
Commercial mortgage-backed non-agency11 11 
Asset-backed194 $2 (21)175 
Other72 1 2 (2)73 
Total securities
    available for sale
1,593 11 3 2 (113)1,496 
Loans711 10 9 (3)(35)(5)(d)292 979 $10 
Equity investments1,343 157 92 (52)1,540 136 
Residential mortgage
    servicing rights
979 (141)301 $24 (87)35 1,111 (141)
Commercial mortgage
    servicing rights
701 (19)8 21 (29)682 (18)
Financial derivatives63 60 2 (43)5 87 57 
Total assets$5,611 $78 $3 $417 $(97)$45 $(318)$5 $(10)$571 $6,305 $44 
Liabilities
Other borrowed funds$2 $2 
Financial derivatives227 $4 $1 $(39)$7 200 $19 
Other liabilities73 28 $287 (264)124 27 
Total liabilities$302 $32 $1 $287 $(303)$7 $326 $46 
Net gains (losses)$46 (e)$(2)(f)


The PNC Financial Services Group, Inc. – Form 10-Q 75  


(continued from previous page)

Six Months Ended June 30, 2022

   Total realized / unrealized
gains or losses for the 
period (a)
               Unrealized
gains / losses for the period
on assets and
liabilities held on
Consolidated
Balance Sheet at
June 30, 2022
(a) (c)
Level 3 Instruments Only
In millions
Fair
Value
Dec. 31,
2021
Included in
Earnings
Included
in Other
comprehensive
income (b)
PurchasesSalesIssuancesSettlementsTransfers
into
Level 3
Transfers
out of
Level 3
 Fair
Value June 30, 2022
Assets              
Residential mortgage
    loans held for sale
$81 $(2)$45 $(32)$(9)$14 $(14)(d)$83 $(2) 
Commercial mortgage
    loans held for sale
49 (4) (7)38 (4) 
Other consumer loans held for sale
Securities available for sale 
Residential mortgage-
   backed non-agency
1,097 15 $(66)(121)925 
Commercial mortgage-
    backed non-agency
3 3 
Asset-backed163 1 (13)(13)138  
Other69 (2)3 (3) 67   
Total securities
    available for sale
1,332 16  (81)3 (137) 1,133 
Loans884 21 20 (8)(97)(16)(d)804 21 
Equity investments1,680 145  116 (74)1,867 146  
Residential mortgage
    servicing rights
1,078 370 257 $38 (123)1,620 371 
Commercial mortgage
    servicing rights
740 262  25 35 (74)988 262  
Financial derivatives 38 (6)3 (22)13 12  
Total assets $5,882 $802  $(81)$469 $(114)$73 $(469)$14 $(30)$6,546 $806  
Liabilities 
Other borrowed funds$3 $4 $(4)$3  
Financial derivatives285 $23 $6 (101)213 $18  
Other liabilities 175 21 242 (256)  182 15  
Total liabilities$463 $44   $6 $246 $(361)$398 $33  
Net gains (losses) $758 (e)          $773 (f) 


76    The PNC Financial Services Group, Inc. – Form 10-Q



(continued from previous page)

Six Months Ended June 30, 2021
   Total realized / unrealized
gains or losses for the 
period (a)
              Unrealized
gains / losses for the period
on assets and
liabilities held on
Consolidated
Balance Sheet at
June 30, 2022
(a) (c)
Level 3 Instruments Only
In millions
Fair
Value
Dec. 31,
2020
Included in
Earnings
Included
in Other
comprehensive
income (b)
PurchasesSalesIssuancesSettlementsTransfers
into
Level 3
Transfers
out of
Level 3
Impact from BBVA AcquisitionFair Value June 30, 2021
Assets             
Residential mortgage
   loans held for sale
$163 $38 $(52)$(28)$8 $(10)(d)$119 
Commercial mortgage
    loans held for sale
57 (6)1 52 $1 
Other consumer loans held for sale$239 239 
Securities available for sale
Residential mortgage-
    backed non-agency
1,365 $20 $16 (164)1,237 
Commercial mortgage-
    backed non-agency
11 11 
Asset-backed199 1 5 (30)175 
Other72 1 3 (3)73 
Total securities
    available for sale
1,647 21 22 3 (197)1,496 
Loans647 20 97 (6)(63)(d)(8)(d)292 979 20 
Equity investments1,263 224 132 (79)1,540 199 
Residential mortgage
    servicing rights
673 154 372 $37 (160)35 1,111 154 
Commercial mortgage
    servicing rights
569 110 21 39 (57)682 111 
Financial derivatives118 46 3 (85)5 87 46 
Total assets$5,137 $575 $22 $666 $(143)$76 $(589)$8 $(18)$571 $6,305 $531 
Liabilities
Other borrowed funds$2 $1 $(1)$2 
Financial derivatives273 $(10)$3 (73)$7 200 $(11)
Other liabilities43 63 317 (299)124 31 
Total liabilities$318 $53 $3 $318 $(373)$7 $326 $20 
Net gains (losses)$522 (e)$511 (f)
(a)Losses for assets are bracketed while losses for liabilities are not.
(b)The difference in unrealized gains and losses for the period included in Other comprehensive income and changes in unrealized gains and losses for the period included in Other comprehensive income for securities available for sale held at the end of the reporting period were insignificant.
(c)The amount of the total gains or losses for the period included in earnings that is attributable to the change in unrealized gains or losses related to those assets and liabilities held at the end of the reporting period.
(d)Residential mortgage loan transfers out of Level 3 are primarily driven by residential mortgage loans transferring to OREO as well as reclassification of mortgage loans held for sale to held for investment.
(e)Net gains (losses) realized and unrealized included in earnings related to Level 3 assets and liabilities included amortization and accretion. The amortization and accretion amounts were included in Interest income on the Consolidated Income Statement and the remaining net gains (losses) realized and unrealized were included in Noninterest income on the Consolidated Income Statement.
(f)Net unrealized gains (losses) related to assets and liabilities held at the end of the reporting period were included in Noninterest income on the Consolidated Income Statement.

An instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Changes from one quarter to the next related to the observability of inputs to a fair value measurement may result in a reclassification (transfer) of assets or liabilities between hierarchy levels.



The PNC Financial Services Group, Inc. – Form 10-Q 77  


Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities follows:

Table 67: Fair Value Measurements – Recurring Quantitative Information

June 30, 2022
Level 3 Instruments Only
Dollars in millions
Fair ValueValuation TechniquesUnobservable InputsRange (Weighted-Average) (a)
Commercial mortgage loans held for sale$38 Discounted cash flowSpread over the benchmark curve (b)
565bps - 4,850bps (3,553bps)
Residential mortgage-backed
    non-agency securities
925 Priced by a third-party vendor using a discounted cash flow pricing modelConstant prepayment rate
1.0% - 30.7% (10.2%)
Constant default rate
0.0% - 13.0% (4.1%)
Loss severity
15.0% - 96.4% (46.2%)
Spread over the benchmark curve (b)
222bps weighted-average
Asset-backed securities138 Priced by a third-party vendor using a discounted cash flow pricing modelConstant prepayment rate
1.0% - 40.0% (11.1%)
Constant default rate
0.7% - 7.3% (2.5%)
Loss severity
15.0% - 100.0% (48.9%)
Spread over the benchmark curve (b)
265bps weighted-average
Loans - Residential real estate589 Consensus pricing (c)Cumulative default rate
3.6% - 100.0% (69.8%)
Loss severity
0.0% - 100.0% (5.9%)
Discount rate
4.9% - 6.9% (5.3%)
Loans - Residential real estate78 Discounted cash flowLoss severity
6.0% weighted-average
Discount rate
6.1% weighted-average
Loans - Home equity27 Consensus pricing (c)Cumulative default rate
3.6% -100.0% (74.8%)
Loss severity
0.0% - 100.0% (18.9%)
Discount rate
4.9% - 6.9% (5.9%)
Loans - Home equity110 Consensus pricing (c)Credit and liquidity discount
0.4% - 100.0% (45.5%)
Equity investments1,867 Multiple of adjusted earningsMultiple of earnings
5.0x - 16.8x (9.2x)
Residential mortgage servicing rights1,620 Discounted cash flowConstant prepayment rate
0.0% - 44.5% (8.1%)
Spread over the benchmark curve (b)
268bps - 1,729bps (818bps)
Commercial mortgage servicing rights988 Discounted cash flowConstant prepayment rate
4.3% - 11.1% (4.9%)
Discount rate
6.9% - 9.2% (8.9%)
Financial derivatives - Swaps related to
    sales of certain Visa Class B
    common shares
(197)Discounted cash flowEstimated conversion factor of Visa Class B shares into Class A shares
160.6% weighted-average
Estimated annual growth rate of Visa Class A share price
16.0%
Estimated length of litigation resolution date
Q2 2023
Insignificant Level 3 assets, net of
    liabilities (d)
(35)
Total Level 3 assets, net of liabilities (e)$6,148 













78    The PNC Financial Services Group, Inc. – Form 10-Q



(continued from previous page)

December 31, 2021
Level 3 Instruments Only
Dollars in millions
Fair ValueValuation TechniquesUnobservable InputsRange (Weighted-Average) (a)
Commercial mortgage loans held for sale$49 Discounted cash flowSpread over the benchmark curve (b)
555bps - 15,990bps (9,996bps)
Residential mortgage-backed
    non-agency securities
1,097 Priced by a third-party vendor using a discounted cash flow pricing modelConstant prepayment rate
1.0% - 30.7% (11.3%)
Constant default rate
0.0% - 16.9% (4.6%)
Loss severity
20.0% - 96.4% (47.6%)
Spread over the benchmark curve (b)
163bps weighted-average
Asset-backed securities163 Priced by a third-party vendor using a discounted cash flow pricing modelConstant prepayment rate
1.0% -40.0% (11.1%)
Constant default rate
1.4% - 20.0% (3.2%)
Loss severity
8.0% - 100.0% (57.4%)
Spread over the benchmark curve (b)
182bps weighted-average
Loans - Residential real estate622 Consensus pricing (c)Cumulative default rate
3.6% - 100.0% (74.2%)
Loss severity
0.0% - 100.0% (6.9%)
Discount rate
4.8% - 6.8% (5.2%)
Loans - Residential real estate109 Discounted cash flowLoss severity
6.0% weighted-average
Discount rate
3.5% weighted-average
Loans - Home equity28 Consensus pricing (c)Cumulative default rate
3.6% - 100.0% (75.8%)
Loss severity
0.0% - 98.4% (17.7%)
Discount rate
4.8% - 6.8% (6.0%)
Loans - Home equity125 Consensus pricing (c)Credit and Liquidity discount
0.5% - 100.0% (47.3%)
Equity investments1,680 Multiple of adjusted earningsMultiple of earnings
5.0x - 14.4x (8.8x)
Residential mortgage servicing rights1,078 Discounted cash flowConstant prepayment rate
0.0% - 41.0% (12.6%)
Spread over the benchmark curve (b)
249bps - 2,218bps (857bps)
Commercial mortgage servicing rights740 Discounted cash flowConstant prepayment rate
5.0% - 15.5% (5.5%)
Discount rate
5.4% - 8.0% (7.8%)
Financial derivatives - Swaps related to
    sales of certain Visa Class B
    common shares
(277)Discounted cash flowEstimated conversion factor of Visa Class B shares into Class A shares
161.8% weighted-average
Estimated annual growth rate of Visa Class A share price
16.0%
Estimated length of litigation
    resolution date
Q2 2023
Insignificant Level 3 assets, net of
    liabilities (d)
5  
Total Level 3 assets, net of liabilities (e)$5,419    
(a)Unobservable inputs were weighted by the relative fair value of the instruments.
(b)The assumed yield spread over the benchmark curve for each instrument is generally intended to incorporate non-interest rate risks, such as credit and liquidity risks.
(c)Consensus pricing refers to fair value estimates that are generally internally developed using information such as dealer quotes or other third-party provided valuations or comparable asset prices.
(d)Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes certain financial derivative assets and liabilities, trading securities, other securities, residential mortgage loans held for sale, other assets, other borrowed funds and other liabilities.
(e)Consisted of total Level 3 assets of $6.5 billion and total Level 3 liabilities of $0.4 billion as of June 30, 2022 and $5.9 billion and $0.5 billion as of December 31, 2021, respectively.

Financial Assets Accounted for at Fair Value on a Nonrecurring Basis

We may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment and are included in Table 68. For more information regarding the valuation methodologies of our financial assets measured at fair value on a nonrecurring basis, see Note 15 Fair Value in Item 8 of our 2021 Form 10-K.










The PNC Financial Services Group, Inc. – Form 10-Q 79  


Assets measured at fair value on a nonrecurring basis follow:

Table 68: Fair Value Measurements – Nonrecurring (a) (b) (c)
 Fair Value Gains (Losses)
Three months ended
Gains (Losses)
Six months ended
In millionsJune 30
2022
December 31
2021
June 30
2022
June 30
2021
June 30
2022
June 30
2021
Assets
Nonaccrual loans$159 $348 $(19)$5 $(28)$(4)
Equity investments48 1 
OREO and foreclosed assets8 6 
Long-lived assets9 103 (3)(9)(5)(11)
Total assets$224 $457 $(21)$(4)$(33)$(15)
(a)All Level 3 for the periods presented.
(b)Valuation techniques applied were fair value of property or collateral.
(c)Unobservable inputs used were appraised value/sales price, broker opinions or projected income/required improvement costs. Additional quantitative information was not meaningful for the periods presented.

Financial Instruments Accounted for under Fair Value Option

We elect the fair value option to account for certain financial instruments. For more information on these financial instruments for which the fair value option election has been made, see Note 15 Fair Value in Item 8 of our 2021 Form 10-K.

Fair values and aggregate unpaid principal balances of certain items for which we elected the fair value option follow:

Table 69: Fair Value Option – Fair Value and Principal Balances
June 30, 2022December 31, 2021
In millionsFair ValueAggregate Unpaid
Principal Balance
DifferenceFair ValueAggregate Unpaid
Principal Balance
Difference
Assets
Residential mortgage loans held for sale
Accruing loans less than 90 days past due$802 $806 $(4)$1,249 $1,219 $30 
Accruing loans 90 days or more past due11 11 6 6 
Nonaccrual loans63 75 (12)47 57 (10)
Total$876 $892 $(16)$1,302 $1,282 $20 
Commercial mortgage loans held for sale (a) (b)
Accruing loans less than 90 days past due$106 $135 $(29)$575 $580 $(5)
Loans
Accruing loans less than 90 days past due$440 $451 $(11)$487 $498 $(11)
Accruing loans 90 days or more past due168 181 (13)262 278 (16)
Nonaccrual loans684 928 (244)752 1,028 (276)
Total$1,292 $1,560 $(268)$1,501 $1,804 $(303)
Other assets$85 $84 $1 $105 $107 $(2)
Liabilities
Other borrowed funds$21 $22 $(1)$30 $30 
Other liabilities$121 $121 
(a)There were no accruing loans 90 days or more past due within this category at June 30, 2022 or December 31, 2021.
(b)There were no nonaccrual loans within this category at June 30, 2022 or December 31, 2021.

80    The PNC Financial Services Group, Inc. – Form 10-Q



The changes in fair value for items for which we elected the fair value option are as follows:

Table 70: Fair Value Option – Changes in Fair Value (a)
Gains (Losses)Gains (Losses)
 Three months endedSix months ended
June 30June 30June 30June 30
In millions2022202120222021
Assets
Residential mortgage loans held for sale$(23)$57 $(63)$73 
Commercial mortgage loans held for sale$14 $26 $20 $46 
Loans$15 $17 $36 $31 
Other assets$(11)$8 $(18)$22 
Liabilities
Other liabilities$(10)$(16)
(a)The impact on earnings of offsetting hedged items or hedging instruments is not reflected in these amounts.

Additional Fair Value Information Related to Financial Instruments Not Recorded at Fair Value
The following table presents the carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of all other financial instruments that are not recorded on our Consolidated Balance Sheet at fair value as of June 30, 2022 and December 31, 2021. For more information regarding the methods and assumptions used to estimate the fair values of financial instruments included in Table 71, see Note 15 Fair Value in Item 8 of our 2021 Form 10-K.

Table 71: Additional Fair Value Information Related to Other Financial Instruments
 CarryingFair Value
In millionsAmountTotalLevel 1Level 2Level 3
June 30, 2022
Assets
Cash and due from banks$8,582 $8,582 $8,582 
Interest-earning deposits with banks28,404 28,404 $28,404 
Securities held to maturity79,753 78,414 28,349 49,933 $132 
Net loans (excludes leases)298,807 299,021 299,021 
Other assets6,432 6,432 6,429 3 
Total assets$421,978 $420,853 $36,931 $84,766 $299,156 
Liabilities
Time deposits$10,118 $9,842 $9,842 
Borrowed funds34,176 33,845 32,123 $1,722 
Unfunded lending related commitments681 681 681 
Other liabilities450 450 450 
Total liabilities$45,425 $44,818  $42,415 $2,403 
December 31, 2021
Assets
Cash and due from banks$8,004 $8,004 $8,004 
Interest-earning deposits with banks74,250 74,250 $74,250 
Securities held to maturity1,429 1,522 890 456 $176 
Net loans (excludes leases)275,874 280,498 280,498 
Other assets4,205 4,204 4,141 63 
Total assets$363,762 $368,478 $8,894 $78,847 $280,737 
Liabilities
Time deposits$17,366 $17,180 $17,180 
Borrowed funds30,011 30,616 28,936 $1,680 
Unfunded lending related commitments662 662 662 
Other liabilities449 449 449 
Total liabilities$48,488 $48,907 $46,565 $2,342 


The PNC Financial Services Group, Inc. – Form 10-Q 81  


The aggregate fair values in Table 71 represent only a portion of the total market value of our assets and liabilities as, in accordance with the guidance related to fair values about financial instruments, we exclude the following:
financial instruments recorded at fair value on a recurring basis (as they are disclosed in Table 65),
investments accounted for under the equity method,
equity securities without a readily determinable fair value that apply for the alternative measurement approach to fair value under ASU 2016-01,
real and personal property,
lease financing,
loan customer relationships,
deposit customer intangibles,
mortgage servicing rights (MSRs),
retail branch networks,
fee-based businesses, such as asset management and brokerage,
trademarks and brand names,
trade receivables and payables due in one year or less,
deposit liabilities with no defined or contractual maturities under ASU 2016-01, and
insurance contracts.
NOTE 13 FINANCIAL DERIVATIVES

We use a variety of financial derivatives to both mitigate exposure to market (primarily interest rate) and credit risks inherent in our business activities, as well as to facilitate customer risk management activities. We manage these risks as part of our overall asset and liability management process and through our credit policies and procedures. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract.

Derivative transactions are often measured in terms of notional amount, but this amount is generally not exchanged and it is not recorded on the balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread or other index. Residential and commercial real estate loan commitments associated with loans to be sold also qualify as derivative instruments.

For more information regarding derivatives see Note 1 Accounting Policies and Note 16 Financial Derivatives in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.
82    The PNC Financial Services Group, Inc. – Form 10-Q



The following table presents the notional and gross fair value amounts of all derivative assets and liabilities held by us:
Table 72: Total Gross Derivatives (a)
 June 30, 2022December 31, 2021
In millionsNotional /
Contract Amount
Asset Fair
Value (b)
Liability Fair
Value (c)
Notional /
Contract Amount
Asset Fair
Value (b)
Liability Fair
Value (c)
Derivatives used for hedging
Interest rate contracts (d):
Fair value hedges$21,579 $23,345 
Cash flow hedges46,432 $19 $40 48,961 $15 $14 
Foreign exchange contracts:
Net investment hedges1,235 85 1 1,113 24 
Total derivatives designated for hedging $69,246 $104 $41 $73,419 $15 $38 
Derivatives not used for hedging
Derivatives used for mortgage banking activities (e):
Interest rate contracts:
Swaps$45,412 $3 $35,623 
Futures (f)5,228 4,592 
Mortgage-backed commitments6,189 $74 61 9,917 $55 $31 
Other18,456 124 15 12,225 46 12 
Total interest rate contracts75,285 198 79 62,357 101 43 
Derivatives used for customer-related activities:
Interest rate contracts:
Swaps320,717 1,259 3,459 297,711 3,335 1,520 
Futures (f)520 907 
Mortgage-backed commitments2,181 10 8 4,147 5 6 
Other30,112 250 229 25,718 125 72 
Total interest rate contracts353,530 1,519 3,696 328,483 3,465 1,598 
Commodity contracts:
Swaps8,917 2,469 2,567 8,840 1,150 1,161 
Other6,049 665 663 3,128 213 212 
Total commodity contracts14,966 3,134 3,230 11,968 1,363 1,373 
Foreign exchange contracts and other29,074 375 329 27,563 199 179 
Total derivatives for customer-related activities397,570 5,028 7,255 368,014 5,027 3,150 
Derivatives used for other risk management activities:
Foreign exchange contracts and other11,192 62 215 11,512 9 339 
Total derivatives not designated for hedging $484,047 $5,288 $7,549 $441,883 $5,137 $3,532 
Total gross derivatives$553,293 $5,392 $7,590 $515,302 $5,152 $3,570 
Less: Impact of legally enforceable master netting agreements1,577 1,577 928 928 
Less: Cash collateral received/paid578 2,288  604 1,657 
Total derivatives $3,237 $3,725 $3,620 $985 
(a)Centrally cleared derivatives are settled in cash daily and result in no derivative asset or derivative liability being recognized on our Consolidated Balance Sheet.
(b)Included in Other assets on our Consolidated Balance Sheet.
(c)Included in Other liabilities on our Consolidated Balance Sheet.
(d)Represents primarily swaps.
(e)Includes both residential and commercial mortgage banking activities.
(f)Futures contracts are settled in cash daily and result in no derivative asset or derivative liability being recognized on our Consolidated Balance Sheet.

All derivatives are carried on our Consolidated Balance Sheet at fair value. Derivative balances are presented on the Consolidated Balance Sheet on a net basis taking into consideration the effects of legally enforceable master netting agreements and, when appropriate, any related cash collateral exchanged with counterparties. Further discussion regarding the offsetting rights associated with these legally enforceable master netting agreements is included in the Offsetting and Counterparty Credit Risk section of this Note 13. Any nonperformance risk, including credit risk, is included in the determination of the estimated net fair value of the derivatives.





The PNC Financial Services Group, Inc. – Form 10-Q 83  


Derivatives Designated As Hedging Instruments

Certain derivatives used to manage interest rate and foreign exchange risk as part of our asset and liability risk management activities are designated as accounting hedges. Derivatives hedging the risks associated with changes in the fair value of assets or liabilities are considered fair value hedges, derivatives hedging the variability of expected future cash flows are considered cash flow hedges and derivatives hedging a net investment in a foreign subsidiary are considered net investment hedges. Designating derivatives as accounting hedges allows for gains and losses on those derivatives to be recognized in the same period and in the same income statement line item as the earnings impact of the hedged items.

Fair Value Hedges
We enter into receive-fixed, pay-variable interest rate swaps to hedge changes in the fair value of outstanding fixed-rate debt caused by fluctuations in market interest rates. We also enter into pay-fixed, receive-variable interest rate swaps and zero-coupon swaps to hedge changes in the fair value of fixed rate and zero-coupon investment securities caused by fluctuations in market interest rates. Gains and losses on the interest rate swaps designated in these hedge relationships, along with the offsetting gains and losses on the hedged items attributable to the hedged risk, are recognized in current earnings within the same income statement line item.

Cash Flow Hedges
We enter into receive-fixed, pay-variable interest rate swaps and interest rate caps and floors to modify the interest rate characteristics of designated commercial loans from variable to fixed in order to reduce the impact of changes in future cash flows due to market interest rate changes. We also periodically enter into forward purchase and sale contracts to hedge the variability of the consideration that will be paid or received related to the purchase or sale of investment securities. The forecasted purchase or sale is consummated upon gross settlement of the forward contract itself. For these cash flow hedges, gains and losses on the hedging instruments are recorded in AOCI and are then reclassified into earnings in the same period the hedged cash flows affect earnings and within the same income statement line as the hedged cash flows.

In the 12 months that follow June 30, 2022, we expect to reclassify net derivative losses of $816 million pretax, or $628 million after-tax, from AOCI to interest income for these cash flow hedge strategies. This reclassified amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to June 30, 2022. As of June 30, 2022, the maximum length of time over which forecasted transactions are hedged is ten years.

84    The PNC Financial Services Group, Inc. – Form 10-Q



Further detail regarding gains (losses) related to our fair value and cash flow hedge derivatives is presented in the following table:
Table 73: Gains (Losses) Recognized on Fair Value and Cash Flow Hedges in the Consolidated Income Statement (a) (b)
 Location and Amount of Gains (Losses) Recognized in Income
Interest IncomeInterest ExpenseNoninterest Income
In millionsLoansInvestment SecuritiesBorrowed FundsOther
For the three months ended June 30, 2022
Total amounts in the Consolidated Income Statement$2,504 $631 $142 $177 
Gains (losses) on fair value hedges recognized on:
Hedged items (c)$(28)$443 
Derivatives$30 $(451)
Amounts related to interest settlements on derivatives$(2)$74 
Gains (losses) on cash flow hedges (d):
Amount of derivative gains (losses) reclassified from AOCI$25 
For the three months ended June 30, 2021
Total amounts in the Consolidated Income Statement$2,160 $469 $90 $339 
Gains (losses) on fair value hedges recognized on:
Hedged items (c)$3 $(106)
Derivatives$(2)$93 
Amounts related to interest settlements on derivatives$(1)$131 
Gains (losses) on cash flow hedges (d):
Amount of derivative gains (losses) reclassified from AOCI$91 $16 $1 
For the six months ended June 30, 2022
Total amounts on the Consolidated Income Statement$4,797 $1,175 $225 $388 
Gains (losses) on fair value hedges recognized on:
Hedged items (c)$(46)$1,377 
Derivatives$49 $(1,395)
Amounts related to interest settlements on derivatives$(3)$184 
Gains (losses) on cash flow hedges (d):
Amount of derivative gains (losses) reclassified from AOCI$117 $10 
For the six months ended June 30, 2021
Total amounts on the Consolidated Income Statement$4,156 $890 $185 $639 
Gains (losses) on fair value hedges recognized on:
Hedged items (c)$(5)$540 
Derivatives$7 $(571)
Amounts related to interest settlements on derivatives$(2)$265 
Gains (losses) on cash flow hedges (d):
Amount of derivative gains (losses) reclassified from AOCI$191 $38 $14 
(a)For all periods presented, there were no components of derivative gains or losses excluded from the assessment of hedge effectiveness for any of the fair value or cash flow hedge strategies.
(b)All cash flow and fair value hedge derivatives were interest rate contracts for the periods presented.
(c)Includes an insignificant amount of fair value hedge adjustments related to discontinued hedge relationships.
(d)For all periods presented, there were no gains or losses from cash flow hedge derivatives reclassified to income because it became probable that the original forecasted transaction would not occur.
Detail regarding the impact of fair value hedge accounting on the carrying value of the hedged items is presented in the following table:

Table 74: Hedged Items - Fair Value Hedges
 
 June 30, 2022December 31, 2021
In millionsCarrying Value of the Hedged ItemsCumulative Fair Value Hedge Adjustment included in the Carrying Value of Hedged Items (a)Carrying Value of the Hedged ItemsCumulative Fair Value Hedge Adjustment included in the Carrying Value of Hedged Items (a)
Investment securities - available for sale (b)$3,277 $(23)$2,655 $23 
Borrowed funds$20,346 $(715)$24,259 $663 
(a)Includes less than $(0.1) billion and $(0.1) billion of fair value hedge adjustments primarily related to discontinued borrowed funds hedge relationships at June 30, 2022 and December 31, 2021, respectively.
(b)Carrying value shown represents amortized cost.

The PNC Financial Services Group, Inc. – Form 10-Q 85  


Net Investment Hedges
We enter into foreign currency forward contracts to hedge non-U.S. dollar net investments in foreign subsidiaries against adverse changes in foreign exchange rates. We assess whether the hedging relationship is highly effective in achieving offsetting changes in the value of the hedge and hedged item by qualitatively verifying that the critical terms of the hedge and hedged item match at the inception of the hedging relationship and on an ongoing basis. Net investment hedge derivatives are classified as foreign exchange contracts. There were no components of derivative gains or losses excluded from the assessment of the hedge effectiveness for the periods presented.

Derivatives Not Designated As Hedging Instruments

For additional information on derivatives not designated as hedging instruments under GAAP, see Note 16 Financial Derivatives in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.

Further detail regarding the gains (losses) on derivatives not designated in hedging relationships is presented in the following table:
Table 75: Gains (Losses) on Derivatives Not Designated for Hedging
 Three months ended
June 30
Six months ended
June 30
In millions2022202120222021
Derivatives used for mortgage banking activities:
Interest rate contracts (a)$(190)$216 $(455)$(106)
Derivatives used for customer-related activities:
Interest rate contracts69 15 166 97 
Foreign exchange contracts and other (20)43 24 65 
Gains (losses) from customer-related activities (b)49 58 190 162 
Derivatives used for other risk management activities:
Foreign exchange contracts and other (b)216 (29)263 19 
Total gains (losses) from derivatives not designated as hedging instruments$75 $245 $(2)$75 
(a)Included in Residential and commercial mortgage noninterest income on our Consolidated Income Statement.
(b)Included in Capital markets related and Other noninterest income on our Consolidated Income Statement.

Offsetting and Counterparty Credit Risk

We generally utilize a net presentation on the Consolidated Balance Sheet for those derivative financial instruments entered into with counterparties under legally enforceable master netting agreements. The master netting agreements reduce credit risk by permitting the closeout netting of all outstanding derivative instruments under the master netting agreement with the same counterparty upon the occurrence of an event of default. The master netting agreement also may require the exchange of cash or marketable securities to collateralize either party’s net position. For additional information on derivative offsetting and counterparty credit risk, see Note 16 Financial Derivatives in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K.

Table 76 shows the impact legally enforceable master netting agreements had on our derivative assets and derivative liabilities at June 30, 2022 and December 31, 2021. The table includes cash collateral held or pledged under legally enforceable master netting agreements. The table also includes the fair value of any securities collateral held or pledged under legally enforceable master netting agreements. Cash and securities collateral amounts are included in the table only to the extent of the related net derivative fair values.

Table 76 includes OTC derivatives and OTC derivatives cleared through a central clearing house. OTC derivatives represent contracts executed bilaterally with counterparties that are not settled through an organized exchange or directly cleared through a central clearing house. The majority of OTC derivatives are governed by the ISDA documentation or other legally enforceable master netting agreements. OTC cleared derivatives represent contracts executed bilaterally with counterparties in the OTC market that are novated to a central clearing house who then becomes our counterparty. OTC cleared derivative instruments are typically settled in cash each day based on the prior day value.

86    The PNC Financial Services Group, Inc. – Form 10-Q



Table 76: Derivative Assets and Liabilities Offsetting

In millions  Amounts Offset on the
Consolidated Balance Sheet
   Securities Collateral Held/Pledged Under Master Netting Agreements  
Gross
Fair Value
Fair Value
Offset Amount
Cash
Collateral
Net
Fair Value
 Net Amounts
June 30, 2022
Derivative assets
Interest rate contracts:
Over-the-counter cleared $43 $43  $43 
Over-the-counter1,693 $634 $318 741  $23 718 
Commodity contracts3,134 676 138 2,320 2,320 
Foreign exchange and other contracts522 267 122 133  133 
Total derivative assets$5,392 $1,577 $578 $3,237 (a) $23 $3,214 
Derivative liabilities
Interest rate contracts:
Over-the-counter cleared $28 $28  $28 
Over-the-counter3,787 $680 $761 2,346  2,346 
Commodity contracts 3,230 802 1,513 915 915 
Foreign exchange and other contracts545 95 14 436  436 
Total derivative liabilities$7,590 $1,577 $2,288 $3,725 (b)$3,725 
December 31, 2021
Derivative assets
Interest rate contracts:
Over-the-counter cleared$20 $20  $20 
Over-the-counter3,561 $533 $593 2,435  $300 2,135 
Commodity contracts1,363 299 1 1,063 1,063 
Foreign exchange and other contracts208 96 10 102  102 
Total derivative assets$5,152 $928 $604 $3,620 (a)$300 $3,320 
Derivative liabilities
Interest rate contracts:
Over-the-counter cleared$12 $12  $12 
Over-the-counter1,643 $569 $776 298  298 
Commodity contracts1,373 291 784 298 298 
Foreign exchange and other contracts542 68 97 377  377 
Total derivative liabilities$3,570 $928 $1,657 $985 (b)$985 
(a)Represents the net amount of derivative assets included in Other assets on our Consolidated Balance Sheet.
(b)Represents the net amount of derivative liabilities included in Other liabilities on our Consolidated Balance Sheet.

In addition to using master netting agreements and other collateral agreements to reduce credit risk associated with derivative instruments, we also seek to manage credit risk by evaluating credit ratings of counterparties and by using internal credit analysis, limits and monitoring procedures.

At June 30, 2022, cash and debt securities (primarily agency mortgage-backed securities) totaling $1.6 billion were pledged to us under master netting agreements and other collateral agreements to collateralize net derivative assets due from counterparties and to meet initial margin requirements, and we pledged cash and debt securities (primarily agency mortgage-backed securities) totaling $4.6 billion under these agreements to collateralize net derivative liabilities owed to counterparties and to meet initial margin requirements. These totals may differ from the amounts presented in the preceding offsetting table because these totals may include collateral exchanged under an agreement that does not qualify as a master netting agreement or because the total amount of collateral pledged exceeds the net derivative fair values with the counterparty as of the balance sheet date due to timing or other factors, such as initial margin. To the extent not netted against the derivative fair values under a master netting agreement, the receivable for cash pledged is included in Other assets and the obligation for cash held is included in Other liabilities on our Consolidated Balance Sheet. Securities pledged to us by counterparties are not recognized on our balance sheet. Likewise, securities we have pledged to counterparties remain on our balance sheet.
The PNC Financial Services Group, Inc. – Form 10-Q 87  


Credit-Risk Contingent Features

Certain derivative agreements contain various credit-risk related contingent provisions, such as those that require our debt to maintain a specified credit rating from one or more of the major credit rating agencies. If our debt ratings were to fall below such specified ratings, the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full collateralization on derivative instruments in net liability positions. The following table presents the aggregate fair value of derivative instruments with credit-risk-related contingent features, the associated collateral posted in the normal course of business and the maximum amount of collateral we would be required to post if the credit-risk-related contingent features underlying these agreements had been triggered on June 30, 2022 and December 31, 2021.

Table 77: Credit-Risk Contingent Features
 In billionsJune 30
2022
December 31
2021
Net derivative liabilities with credit-risk contingent features$5.6 $2.4 
Collateral posted 3.0 1.8 
Maximum additional amount of collateral exposure $2.6 $0.6 
NOTE 14 LEGAL PROCEEDINGS
We establish accruals for legal proceedings, including litigation and regulatory and governmental investigations and inquiries, when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. When we are able to do so, we also determine estimates of possible losses or ranges of possible losses, whether in excess of any related accrued liability or where there is no accrued liability, for disclosed legal proceedings (“Disclosed Matters,” which are those matters disclosed in this Note 13 as well as those matters disclosed in Note 21 Legal Proceedings in Part II, Item 8 of our 2021 Form 10-K and in Note 13 Legal Proceedings in Part I, Item 1 of our first quarter 2022 Form 10-Q (such prior disclosure referred to as “Prior Disclosure”)). For Disclosed Matters where we are able to estimate such possible losses or ranges of possible losses, as of June 30, 2022, we estimate that it is reasonably possible that we could incur losses in excess of related accrued liabilities, if any, in an aggregate amount less than $300 million. The estimates included in this amount are based on our analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties. As new information is obtained we may change our estimates. Due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to us from the legal proceedings in question. Thus, our exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or this aggregate amount.

As a result of the types of factors described in Note 21 Legal Proceedings in Part II, Item 8 of our 2021 Form 10-K, we are unable, at this time, to estimate the losses that are reasonably possible to be incurred or ranges of such losses with respect to some of the matters disclosed, and the aggregate estimated amount provided above does not include an estimate for every Disclosed Matter. Therefore, as the estimated aggregate amount disclosed above does not include all of the Disclosed Matters, the amount disclosed above does not represent our maximum reasonably possible loss exposure for all of the Disclosed Matters. The estimated aggregate amount also does not reflect any of our exposure to matters not so disclosed, as discussed below under “Other.”

We include in some of the descriptions of individual Disclosed Matters certain quantitative information related to the plaintiff’s claim against us as alleged in the plaintiff’s pleadings or other public filings or otherwise publicly available information. While information of this type may provide insight into the potential magnitude of a matter, it does not necessarily represent our estimate of reasonably possible loss or our judgment as to any currently appropriate accrual.

Some of our exposure in Disclosed Matters may be offset by applicable insurance coverage. We do not consider the possible availability of insurance coverage in determining the amounts of any accruals (although we record the amount of related insurance recoveries that are deemed probable up to the amount of the accrual) or in determining any estimates of possible losses or ranges of possible losses.

USAA Patent Infringement Litigation

In May 2022, following a jury trial in United Services Automobile Association v. PNC Bank N.A. (Case No. 2:20-cv-319) (the “first Texas case”) and United Services Automobile Association v. PNC Bank N.A. (Case No. 2:21-cv-110) (together, “the first consolidated cases”), a jury found against PNC for willful infringement of at least one of the plaintiff’s asserted patent claims and awarded approximately $218 million. The parties are in the process of submitting briefs on PNC’s remaining equitable defenses.

88    The PNC Financial Services Group, Inc. – Form 10-Q




In June 2022, the court opened a new case for PNC’s patent infringement counterclaims (originally asserted in the first Texas case) (“the fourth Texas case”) and consolidated the fourth Texas case into USAA’s third lawsuit filed in July 2021 in the United States District Court for the Eastern District of Texas against PNC Bank for patent infringement (
United Services Automobile Association v. PNC Bank N.A. (Case No. 2:21-cv-246)) (“the third Texas case,” together with the fourth Texas case, “the second consolidated cases”). Trial in the second consolidated cases is presently scheduled to commence on August 22, 2022.

In June 2022, in United Services Automobile Association v. BBVA USA (Case No. 2:21-cv-311), the court entered a stipulation proposed by the parties, stayed all deadlines, and administratively closed the matter.

In May and June 2022, the Patent Trial and Appeal Board granted institution of inter partes review (“IPR”) with respect to petitions filed by PNC for two of the three patents at issue in the third Texas case. The Patent Trial and Appeal Board denied institution of an IPR with respect to PNC’s petitions for one of the three patents at issue in the third Texas case. IPR proceedings at the Patent Trial and Appeal Board, presently scheduled to commence on February 9 and March 13, 2023, will review the patentability of the claims in the two patents at issue in the third Texas case for which IPR has been granted.

Regulatory and Governmental Inquiries

We are the subject of investigations, audits, examinations and other forms of regulatory and governmental inquiry covering a broad
range of issues in our consumer, mortgage, brokerage, securities and other financial services businesses, as well as other aspects of our operations. In some cases, these inquiries are part of reviews of specified activities at multiple industry participants; in others, they are directed at PNC individually. From time to time, these inquiries have involved and may in the future involve or lead to regulatory enforcement actions and other administrative proceedings. These inquiries have also led to and may in the future lead to civil or criminal judicial proceedings. Some of these inquiries result in remedies including fines, penalties, restitution, or alterations in our business practices, and in additional expenses and collateral costs and other consequences. Such remedies and other consequences typically have not been material to us from a financial standpoint, but could be in the future. Even if not financially material, they may result in significant reputational harm or other adverse consequences.

Our practice is to cooperate fully with regulatory and governmental investigations, audits and other inquiries, including those described in Prior Disclosure.

Other

In addition to the proceedings or other matters described in Prior Disclosure, PNC and persons to whom we may have indemnification obligations, in the normal course of business, are subject to various other pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted. We do not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of such other legal proceedings will have a material adverse effect on our financial position. However, we cannot now determine whether or not any claims asserted against us or others to whom we may have indemnification obligations, whether in the proceedings or other matters described above or otherwise, will have a material adverse effect on our results of operations in any future reporting period, which will depend on, among other things, the amount of the loss resulting from the claim and the amount of income otherwise reported for the reporting period.
NOTE 15 SEGMENT REPORTING

We have three reportable business segments:
Retail Banking
Corporate & Institutional Banking
Asset Management Group

Results of individual businesses are presented based on our internal management reporting practices. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the financial results of our individual businesses are not necessarily comparable with similar information for any other company. We periodically refine our internal methodologies as management reporting practices are enhanced. To the extent significant and practicable, retrospective application of new methodologies is made to prior period reportable business segment results and disclosures to create comparability with the current period.
The PNC Financial Services Group, Inc. – Form 10-Q 89  


Total business segment financial results differ from total consolidated net income. These differences are reflected in the “Other” category in Table 78. “Other” includes residual activities that do not meet the criteria for disclosure as a separate reportable business, such as asset and liability management activities, including net securities gains or losses, ACL for investment securities, certain trading activities, certain runoff consumer loan portfolios, private equity investments, intercompany eliminations, certain corporate overhead, tax adjustments that are not allocated to business segments, exited businesses and differences between business segment performance reporting and financial statement reporting (GAAP). Assets, revenue and earnings attributable to foreign activities were not material in the periods presented for comparison.

Financial results are presented, to the extent practicable, as if each business operated on a stand-alone basis. Additionally, we have aggregated the results for corporate support functions within “Other” for financial reporting purposes.

Net interest income in business segment results reflects our internal funds transfer pricing methodology. Assets receive a funding charge and liabilities and capital receive a funding credit based on a transfer pricing methodology that incorporates product repricing characteristics, tenor and other factors.

We have allocated the ALLL and the allowance for unfunded lending related commitments based on the loan exposures within each business segment’s portfolio. Key reserve assumptions and estimation processes react to and are influenced by observed changes in loan portfolio performance experience, the financial strength of the borrower and economic conditions. Key reserve assumptions are periodically updated.









































90    The PNC Financial Services Group, Inc. – Form 10-Q



Business Segment Results

Table 78: Results of Businesses
Three months ended June 30
In millions
Retail BankingCorporate &
Institutional
Banking
Asset
Management
Group
Other Consolidated (a) 
2022
Income Statement
Net interest income $1,662 $1,232 $153 $4 $3,051 
Noninterest income748 968 234 115 2,065 
Total revenue2,410 2,200 387 119 5,116 
Provision for (recapture of) credit losses55 (17)5 (7)36 
Depreciation and amortization83 51 8 147 289 
Other noninterest expense1,830 883 262 (20)2,955 
Income (loss) before income taxes (benefit) and noncontrolling interests442 1,283 112 (1)1,836 
Income taxes (benefit) 105 277 26 (68)340 
Net income 337 1,006 86 67 1,496 
Less: Net income (loss) attributable to noncontrolling interests15 3 (3)15 
Net income excluding noncontrolling interests$322 $1,003 $86 $70 $1,481 
Average Assets $113,068 $219,513 $14,449 $199,848 $546,878 
2021
Income Statement
Net interest income$1,497 $1,083 $112 $(111)$2,581 
Noninterest income706 867 244 269 2,086 
Total revenue2,203 1,950 356 158 4,667 
Provision for (recapture of) credit losses214 104 23 (39)302 
Depreciation and amortization73 51 5 127 256 
Other noninterest expense1,604 762 214 214 2,794 
Income (loss) before income taxes (benefit) and noncontrolling interests312 1,033 114 (144)1,315 
Income taxes (benefit) 73 220 27 (108)212 
Net income (loss)239 813 87 (36)1,103 
Less: Net income attributable to noncontrolling interests7 4 1 12 
Net income (loss) excluding noncontrolling interests$232 $809 $87 $(37)$1,091 
Average Assets $100,948 $181,770 $10,640 $211,071 $504,429 
The PNC Financial Services Group, Inc. – Form 10-Q 91  


(Continued from previous page)
Six months ended June 30
In millions
Retail
Banking
Corporate &
Institutional
Banking
Asset
Management
Group
OtherConsolidated (a) 
2022
Income Statement
Net interest income $3,193 $2,375 $291 $(4)$5,855 
Noninterest income1,493 1,772 482 206 3,953 
Total revenue4,686 4,147 773 202 9,808 
Provision for (recapture of) credit losses(26)(135)7 (18)(172)
Depreciation and amortization157 103 14 292 566 
Other noninterest expense3,648 1,668 507 27 5,850 
Income (loss) before income taxes (benefit) and noncontrolling interests907 2,511 245 (99)3,564 
Income taxes (benefit)214 545 57 (177)639 
Net income693 1,966 188 78 2,925 
Less: Net income (loss) attributable to noncontrolling interests31 7 (2)36 
Net income excluding noncontrolling interests$662 $1,959 $188 $80 $2,889 
Average Assets $112,415 $210,171 $14,126 $212,415 $549,127 
2021
Income Statement
Net interest income$2,859 $2,074 $205 $(209)$4,929 
Noninterest income1,360 1,674 473 451 3,958 
Total revenue4,219 3,748 678 242 8,887 
Provision for (recapture of) credit losses(43)(178)14 (42)(249)
Depreciation and amortization136 98 9 247 490 
Other noninterest expense3,017 1,426 412 279 5,134 
Income (loss) before income taxes (benefit) and noncontrolling interests1,109 2,402 243 (242)3,512 
Income taxes (benefit)256 528 57 (258)583 
Net income853 1,874 186 16 2,929 
Less: Net income attributable to noncontrolling interests14 7 1 22 
Net income excluding noncontrolling interests$839 $1,867 $186 $15 $2,907 
Average Assets $96,942 $176,182 $9,761 $203,540 $486,425 
(a)There were no material intersegment revenues for the three and six months ended June 30, 2022 and 2021.
Business Segment Products and Services
Retail Banking provides deposit, lending, brokerage, insurance services, investment management and cash management products and services to consumer and small business customers. Our customers are serviced through our branch network, ATMs, call centers, online banking and mobile channels. As a result of the BBVA acquisition, we have become a coast-to-coast retail bank. Our national expansion strategy is designed to grow customers with digitally-led banking and a thin branch network as we expand into new markets. Deposit products include checking, savings and money market accounts and certificates of deposit. Lending products include residential mortgages, home equity loans and lines of credit, auto loans, credit cards, education loans and personal and small business loans and lines of credit. The residential mortgage loans are directly originated within our branch network and nationwide, and are typically underwritten to agency and/or third-party standards, and either sold, servicing retained or held on our balance sheet. Brokerage, investment management and cash management products and services include managed, education, retirement and trust accounts.

Corporate & Institutional Banking provides lending, treasury management and capital markets related products and services to mid-sized and large corporations, and government and not-for-profit entities. Lending products include secured and unsecured loans, letters of credit and equipment leases. The Treasury Management business provides corporations with cash and investment management services, receivables and disbursement management services, funds transfer services, international payment services and access to online/mobile information management and reporting services. Within Treasury Management, PNC Global Transfers provides wholesale money transfer processing capabilities between the U.S., Mexico and other countries primarily in Central and South America. Capital markets related products and services include foreign exchange, derivatives, fixed income, securities underwriting, loan syndications, mergers and acquisitions advisory and equity capital markets advisory related services. We also provide commercial loan servicing and technology solutions for the commercial real estate finance industry. Products and services are provided nationally.

Asset Management Group provides private banking for high net worth and ultra high net worth clients and institutional asset management. The Asset Management group is composed of two distinct operating units:
92    The PNC Financial Services Group, Inc. – Form 10-Q



PNC Private Bank provides products and services to emerging affluent, high net worth and ultra high net worth individuals and their families including investment and retirement planning, customized investment management, credit and cash management solutions, trust management and administration. In addition, multi-generational family planning services are also provided to ultra high net worth individuals and their families which include estate, financial, tax, fiduciary and customized performance reporting through PNC Private Bank Hawthorn.
Institutional Asset Management provides outsourced chief investment officer, custody, private real estate, cash and fixed income client solutions, retirement plan fiduciary investment services to institutional clients including corporations, healthcare systems, insurance companies, unions, municipalities and non-profits.

NOTE 16 FEE-BASED REVENUE FROM CONTRACTS WITH CUSTOMERS
As more fully described in Note 24 Fee-based Revenue from Contracts with Customers in Item 8 of our 2021 Form 10-K, a subset of our noninterest income relates to certain fee-based revenue within the scope of ASC Topic 606 - Revenue from Contracts with Customers (Topic 606).
Fee-based revenue within the scope of Topic 606 is recognized within our three reportable business segments: Retail Banking, Corporate & Institutional Banking and Asset Management Group. Interest income, income from lease contracts, fair value gains from financial instruments (including derivatives), income from mortgage servicing rights and guarantee products, letter of credit fees, non-refundable fees associated with acquiring or originating a loan and gains from the sale of financial assets are outside of the scope of Topic 606.
Effective for the first quarter of 2022, PNC updated the presentation of its noninterest income categorization to be based on product and service type, and accordingly, has changed the basis of presentation of its noninterest income revenue streams to: (i) Asset management and brokerage, (ii) Capital markets related, (iii) Card and cash management, (iv) Lending and deposit services, (v) Residential and commercial mortgage and (vi) Other noninterest income. For a description of each updated noninterest income revenue stream, see Note 1 Accounting Policies.
Table 79 presents the noninterest income recognized within the scope of Topic 606 for each of our three reportable business segments' principal products and services, along with the relationship to the noninterest income revenue streams shown on our Consolidated Income Statement. For a description of the fee-based revenue and how it is recognized for each segment's principal products and services, see Note 24 Fee-based Revenue from Contracts with Customers included in Item 8 of our 2021 Form 10-K.
















The PNC Financial Services Group, Inc. – Form 10-Q 93  


Table 79: In-Scope Noninterest Income by Business Segment and Reconciliation to Consolidated Noninterest Income
Three Months Ended
June 30, 2022
Three Months Ended
June 30, 2021

In millions
Retail BankingCorporate &
Institutional
Banking
Asset
Management
Group
Retail BankingCorporate &
Institutional
Banking
Asset
Management
Group
Asset management and brokerage
Asset management fees$228 $239 
Brokerage fees$135 2 $109 2 
Total asset management and brokerage 135 230 109 241 
Card and cash management
Treasury management fees10 $327 11 $264 
Debit card fees177 164 
Net credit card fees (a)63 57 
Merchant services52 14 47 15 
Other 27 30 
Total card and cash management 329 341 309 279 
Lending and deposit services
Deposit account fees145 129 
Other 17 9 15 10 
Total lending and deposit services162 9 144 10 
Residential and commercial mortgage (b)33 35 
Capital markets related272 232 
Other9 8 
Total revenue from contracts with customers626 664 230 562 564 241 
Out-of-scope noninterest income (c)122 304 4 144 303 3 
Noninterest income by business segment$748 $968 $234 $706 $867 $244 
Reconciliation to consolidated noninterest income
Total business segment revenue from contracts with customers$1,520 $1,367 
Out-of-scope business segment noninterest income (c)430 450 
Noninterest income from other segments115 269 
Noninterest income as shown on the Consolidated Income Statement$2,065 $2,086 
94    The PNC Financial Services Group, Inc. – Form 10-Q



(Continued from previous page)
Six Months Ended
June 30, 2022
Six Months Ended
June 30, 2021

In millions
Retail BankingCorporate &
Institutional
Banking
Asset
Management
Group
Retail BankingCorporate &
Institutional
Banking
Asset
Management
Group
Asset management and brokerage
Asset management fees$469 $465 
Brokerage fees$269 4 $211 2 
Total asset management and brokerage 269 473 211 467 
Card and cash management
Treasury management fees19 $629 18 $487 
Debit card fees338 302 
Net credit card fees (a)118 104 
Merchant services93 31 79 27 
Other50 57 
Total card and cash management 618 660 560 514 
Lending and deposit services
Deposit account fees287 248 
Other34 17 27 20 
Total lending and deposit services321 17 275 20 
Residential and commercial mortgage (b)64 66 
Capital markets related409 424 
Other22 27 
Total revenue from contracts with customers1,208 1,172 473 1,046 1,051 467 
Out-of-scope noninterest income (c)285 600 9 314 623 6 
Noninterest income by business segment$1,493 $1,772 $482 $1,360 $1,674 $473 
Reconciliation to consolidated noninterest income
Total business segment revenue from contracts with customers$2,853 $2,564 
Out-of-scope business segment noninterest income (c)894 943 
Noninterest income from other segments206 451 
Noninterest income as shown on the Consolidated Income Statement$3,953 $3,958 
(a)Net credit card fees consists of interchange fees of $172 million and $146 million and credit card reward costs of $109 million and $89 million for the three months ended June 30, 2022 and 2021, respectively. Net credit card fees consists of interchange fees of $320 million and $266 million and credit card reward costs of $202 million and $162 million for the six months ended June 30, 2022 and 2021, respectively.
(b)Residential mortgage noninterest income falls under the scope of other accounting and disclosure requirements outside of Topic 606 and is included within the out-of-scope noninterest income line for the Retail Banking segment.
(c)Out-of-scope noninterest income includes revenue streams that fall under the scope of other accounting and disclosure requirements outside of Topic 606.

NOTE 17 SUBSEQUENT EVENTS

On July 28, 2022, we transferred securities with a fair value of $5.0 billion from available for sale to held to maturity as we changed our intent to hold these securities to maturity. AOCI included net pretax unrealized losses of $0.2 billion at transfer. These unrealized losses will be amortized, consistent with the amortization of the discount on these securities, over the remaining life as an adjustment of yield, resulting in no impact to net interest income or net income.


The PNC Financial Services Group, Inc. – Form 10-Q 95  


STATISTICAL INFORMATION (UNAUDITED)
THE PNC FINANCIAL SERVICES GROUP, INC.
Average Consolidated Balance Sheet And Net Interest Analysis (a) (b) (c)
  Six months ended June 30
 20222021
Taxable-equivalent basis
Dollars in millions
Average
Balances
Interest Income/ExpenseAverage Yields/RatesAverage
Balances
Interest Income/
Expense
Average Yields/
Rates
Assets
Interest-earning assets:
Investment securities
Securities available for sale
Residential mortgage-backed
Agency$52,308 $495 1.89 %$50,700 $421 1.66 %
Non-agency95436 7.55 %1,189 45 7.54 %
Commercial mortgage-backed4,79358 2.40 %6,354 81 2.54 %
Asset-backed4,29632 1.49 %5,581 55 1.96 %
U.S. Treasury and government agencies32,391210 1.29 %27,392 200 1.45 %
Other4,53660 2.67 %4,835 75 3.13 %
Total securities available for sale99,278891 1.79 %96,051 877 1.82 %
Securities held to maturity
Residential mortgage-backed16,687 164 1.96 %
Commercial mortgage-backed591 2.29 %
Asset-backed2,071 20 1.91 %
U.S. Treasury and government agencies14,618 80 1.09 %800 11 2.85 %
Other1,06822 4.19 %660 13 3.91 %
Total securities held to maturity35,035293 1.67 %1,460 24 3.33 %
Total investment securities134,3131,184 1.76 %97,511 901 1.85 %
Loans
Commercial and industrial161,2562,297 2.83 %133,966 1,954 2.90 %
Commercial real estate34,237518 3.01 %30,113 434 2.86 %
Equipment lease financing6,150113 3.68 %6,332 121 3.83 %
Consumer54,7571,271 4.68 %51,744 1,231 4.80 %
Residential real estate41,385636 3.07 %24,764 435 3.51 %
Total loans297,7854,835 3.24 %246,919 4,175 3.38 %
Interest-earning deposits with banks51,120107 0.42 %81,947 43 0.10 %
Other interest-earning assets9,677116 2.42 %7,955 95 2.40 %
Total interest-earning assets/interest income492,8956,242 2.53 %434,332 5,214 2.40 %
Noninterest-earning assets56,23252,093 
Total assets$549,127 $486,425 
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing deposits
Money market$60,295 31 0.10 %$62,053 0.03 %
Demand116,02451 0.09 %95,376 16 0.03 %
Savings108,79922 0.04 %85,129 22 0.05 %
Time deposits13,19511 0.15 %18,246 23 0.26 %
Total interest-bearing deposits298,313115 0.08 %260,804 70 0.05 %
Borrowed funds
Federal Home Loan Bank borrowings3,50822 1.24 %1,332 0.42 %
Bank notes and senior debt17,089112 1.30 %22,709 116 1.01 %
Subordinated debt6,88658 1.68 %6,074 42 1.39 %
Other5,51533 1.22 %4,555 24 1.07 %
Total borrowed funds32,998225 1.36 %34,670 185 1.06 %
Total interest-bearing liabilities/interest expense331,311340 0.20 %295,474 255 0.17 %
Noninterest-bearing liabilities and equity:
Noninterest-bearing deposits151,567122,843 
Accrued expenses and other liabilities16,24514,508 
Equity50,00453,600 
Total liabilities and equity$549,127   $486,425   
Interest rate spread2.33 %2.23 %
Impact of noninterest-bearing sources  0.06   0.05 
Net interest income/margin $5,902 2.39 % $4,959 2.28 %
(continued on following page)

96    The PNC Financial Services Group, Inc. – Form 10-Q



STATISTICAL INFORMATION (UNAUDITED)
THE PNC FINANCIAL SERVICES GROUP, INC.
Average Consolidated Balance Sheet And Net Interest Analysis (a) (b) (c)
  Three months ended June 30
 20222021
Taxable-equivalent basis
Dollars in millions
Average
Balances
Interest Income/ExpenseAverage Yields/RatesAverage
Balances
Interest Income/
Expense
Average Yields/
Rates
Assets
Interest-earning assets:
Investment securities
Securities available for sale
Residential mortgage-backed
Agency$37,285 $202 2.17 %$56,042 $226 1.61 %
Non-agency90217 7.56 %1,142 23 7.85 %
Commercial mortgage-backed4,36227 2.45 %6,465 41 2.49 %
Asset-backed2,38811 1.84 %5,855 31 2.07 %
U.S. Treasury and government agencies17,48070 1.60 %32,419 106 1.30 %
Other4,20028 2.59 %5,107 36 3.00 %
Total securities available for sale66,617355 2.13 %107,030 463 1.73 %
Securities held to maturity
Residential mortgage-backed33,086 164 1.98 %
Commercial mortgage-backed1,175 2.30 %
Asset-backed4,119 20 1.92 %
U.S. Treasury and government agencies28,16774 1.05 %802 2.86 %
Other1,56016 4.21 %671 3.67 %
Total securities held to maturity68,107281 1.65 %1,473 12 3.23 %
Total investment securities134,724636 1.89 %108,503 475 1.75 %
Loans
Commercial and industrial166,9681,225 2.90 %137,892 1,006 2.89 %
Commercial real estate34,467276 3.15 %31,611 234 2.92 %
Equipment lease financing6,20056 3.62 %6,332 59 3.76 %
Consumer54,551637 4.68 %52,575 632 4.82 %
Residential real estate42,604330 3.11 %27,197 238 3.50 %
Total loans304,7902,524 3.29 %255,607 2,169 3.38 %
Interest-earning deposits with banks39,68978 0.79 %78,522 22 0.11 %
Other interest-earning assets9,93568 2.76 %8,079 50 2.46 %
Total interest-earning assets/interest income489,1383,306 2.69 %450,711 2,716 2.40 %
Noninterest-earning assets57,74053,718 
Total assets$546,878 $504,429 
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing deposits
Money market$58,019 $27 0.19 %$64,990 $0.03 %
Demand119,63644 0.15 %99,091 0.03 %
Savings109,06312 0.04 %87,307 10 0.05 %
Time deposits10,3780.18 %18,048 0.20 %
Total interest-bearing deposits297,09688 0.12 %269,436 30 0.05 %
Borrowed funds
Federal Home Loan Bank borrowings6,97822 1.24 %265 0.35 %
Bank notes and senior debt16,17266 1.61 %22,620 56 0.98 %
Subordinated debt6,99834 1.94 %6,218 21 1.35 %
Other5,50820 1.46 %5,046 13 0.97 %
Total borrowed funds35,656142 1.58 %34,149 90 1.04 %
Total interest-bearing liabilities/interest expense332,752230 0.27 %303,585 120 0.16 %
Noninterest-bearing liabilities and equity:
Noninterest-bearing deposits149,432132,283 
Accrued expenses and other liabilities17,11614,755 
Equity47,57853,806 
Total liabilities and equity$546,878   $504,429   
Interest rate spread2.42 %2.24 %
Impact of noninterest-bearing sources  0.08   0.05 
Net interest income/margin $3,076 2.50 % $2,596 2.29 %
(a)Nonaccrual loans are included in loans, net of unearned income. The impact of financial derivatives used in interest rate risk management is included in the interest income/expense and average yields/rates of the related assets and liabilities. Basis adjustments related to hedged items are included in noninterest-earning assets and noninterest-bearing liabilities. Average balances of securities are based on amortized historical cost (excluding adjustments to fair value, which are included in other assets). Average balances for certain loans and borrowed funds accounted for at fair value are included in noninterest-earning assets and noninterest-bearing liabilities, with changes in fair value recorded in Noninterest income.
(b)Loan fees for the three months ended June 30, 2022 and June 30, 2021 were $38 million and $42 million, respectively. Loan fees for the six months ended June 30, 2022 and June 30, 2021 were $98 million and $97 million, respectively.
(c)Interest income calculated as taxable-equivalent interest income. To provide more meaningful comparisons of interest income and yields for all interest-earning assets, as well as net interest margins, we use interest income on a taxable-equivalent basis in calculating average yields and net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under GAAP. See Reconciliation of Taxable-Equivalent Net Interest Income in this Statistical Information section for more information.
The PNC Financial Services Group, Inc. – Form 10-Q 97  


RECONCILIATION OF TAXABLE-EQUIVALENT NET INTEREST INCOME (non-GAAP) (a)
 Six months endedThree months ended
In millionsJune 30, 2022June 30, 2021June 30, 2022June 30, 2021
Net interest income (GAAP)$5,855 $4,929 $3,051 $2,581 
Taxable-equivalent adjustments47 30 25 15 
Net interest income (non-GAAP)$5,902 $4,959 $3,076 $2,596 
(a)The interest income earned on certain interest-earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use 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. This adjustment is not permitted under GAAP.

GLOSSARY
DEFINED TERMS
For a glossary of terms commonly used in our filings, please see the glossary of terms included in our 2021 Form 10-K.

ACRONYMS
ACLAllowance for credit lossesLIHTCLow income housing tax credit
ALLLAllowance for loan and lease lossesLLCLimited liability company
AOCIAccumulated other comprehensive incomeLTVLoan-to-value ratio
ASCAccounting Standards CodificationMD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
ASUAccounting Standards UpdateMSRMortgage servicing right
BBVABBVA USA Bancshares, Inc.NSFRNet Stable Funding Ratio
BBVA USABBVA USA, the Alabama-chartered bank subsidiary of BBVA USA Bancshares, Inc.OCCOffice of the Comptroller of the Currency
BHCBank holding companyOREOOther real estate owned
bpsBasis pointsOTCOver-the-counter
CARES ActCoronavirus Aid, Relief and Economic Security ActPCDPurchased credit deteriorated
CCARComprehensive Capital Analysis and ReviewPDProbability of default
CECLCurrent expected credit lossesPPPPaycheck Protection Program
CET1Common equity tier 1RACPNC’s Reserve Adequacy Committee
FHLBFederal Home Loan BankROAPRemoval of account provisions
FHLMCFederal Home Loan Mortgage CorporationSCBStress capital buffer
FICOFair Isaac Corporation (credit score)SECSecurities and Exchange Commission
FNMAFederal National Mortgage AssociationSOFRSecured Overnight Financing Rate
FOMCFederal Open Market CommitteeSPESpecial purpose entity
GAAPAccounting principles generally accepted in the United States of AmericaTDRTroubled debt restructuring
GDPGross Domestic ProductU.S.United States of America
ISDAInternational Swaps and Derivatives AssociationVADepartment of Veterans Affairs
LCRLiquidity Coverage RatioVaRValue-at-risk
LGDLoss given defaultVIEVariable interest entity
LIBORLondon Interbank Offered Rate
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See the information set forth in Note 14 Legal Proceedings in the Notes To Consolidated Financial Statements under Part I, Item 1 of this Report, which is incorporated by reference in response to this item.
ITEM 1A. RISK FACTORS

There are no material changes from any of the risk factors previously disclosed in our 2021 Form 10-K in response to Part II, Item 1A and Part I, Item 1A, respectively.




98    The PNC Financial Services Group, Inc. – Form 10-Q



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.

Equity Security Repurchases
Details of our repurchases of PNC common stock during the second quarter of 2022 are included in the following table.
2022 period
In thousands, except per share data
Total shares purchased (a)Average price paid per shareTotal shares purchased as part of publicly announced programs (b)Maximum number of shares that may yet be purchased under the programs (b)
April 1 - 302,553 $178.24 2,542 61,214 
May 1 - 31848 $162.84 848 60,366 
June 1 - 30910 $160.50 910 59,456 
Total4,311 $171.47 4,300  
(a)Includes PNC common stock purchased in connection with our various employee benefit plans generally related to shares used to cover employee payroll tax withholding requirements. See Note 17 Employee Benefit Plans and Note 18 Stock Based Compensation Plans in the Notes To Consolidated Financial Statements included in Item 8 of our 2021 Form 10-K which include additional information regarding our employee benefit and equity compensation plans that use PNC common stock.
(b)On April 4, 2019, our Board of Directors approved the establishment of a stock repurchase program authorization in the amount of 100 million shares of PNC common
stock, effective July 1, 2019. Under this authorization, repurchases may be made in open market or privately negotiated transactions, with the timing and exact amount of
common stock repurchases depending on a number of factors including, among others, market and general economic conditions, regulatory capital considerations, alternative
uses of capital, the potential impact on our credit ratings, and contractual and regulatory limitations, including the results of the supervisory assessment of capital adequacy
and capital planning processes undertaken by the Federal Reserve as part of the CCAR process, which includes setting PNC's SCB. The SCB framework allows for capital returns in amounts up to the level of capital in excess of the SCB minimum. Consistent with the flexibility provided under the SCB framework, our Board of Directors has recently authorized a new share repurchase structure, under the already approved authorization for repurchases of up to 100 million common shares, of which approximately 59% were still available at June 30, 2022. This structure allows for the continuation of our recent quarterly average share repurchase levels in dollars as well as the flexibility to increase those levels should conditions warrant.

The PNC Financial Services Group, Inc. – Form 10-Q 99  


ITEM 6. EXHIBITS
The following exhibit index lists Exhibits filed or furnished with this Quarterly Report on Form 10-Q:

EXHIBIT INDEX
10.34
10.35
10.36
10.37
22
31.1  
31.2  
32.1  
32.2  
101.INS  Inline XBRL Instance Document *
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL.

You can obtain copies of these Exhibits electronically at the SEC’s website at www.sec.gov. The Exhibits are also available as part of this Form 10-Q on PNC’s corporate website at www.pnc.com/secfilings. Shareholders and bondholders may also obtain copies of Exhibits, without charge, by contacting Shareholder Relations at 800-843-2206 or via e-mail at investor.relations@pnc.com.
CORPORATE INFORMATION
The PNC Financial Services Group, Inc.
Corporate Headquarters
The PNC Financial Services Group, Inc.
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
Internet Information

The PNC Financial Services Group, Inc.'s financial reports and information about its products and services are available on the internet at www.pnc.com. We provide information for investors on our corporate website under “About Us – Investor Relations.” We use our Twitter account, @pncnews, as an additional way of disseminating to the public information that may be relevant to investors.
We generally post the following under “About Us – Investor Relations” shortly before or promptly following its first use or release: financially-related press releases, including earnings releases and supplemental financial information, various SEC filings, including annual, quarterly and current reports and proxy statements, presentation materials associated with earnings and other investor conference calls or events, and access to live and recorded audio from earnings and other investor conference calls or events. In some cases, we may post the presentation materials for other investor conference calls or events several days prior to the call or event. For earnings and other conference calls or events, we generally include in our posted materials a cautionary statement regarding forward-looking and non-GAAP financial information, and we provide GAAP reconciliations when we include non-GAAP financial information. Such GAAP reconciliations may be in materials for the applicable presentation, in materials for prior presentations or in our annual, quarterly or current reports.
100    The PNC Financial Services Group, Inc. – Form 10-Q



When warranted, we will also use our website to expedite public access to time-critical information regarding PNC instead of using a press release or a filing with the SEC for first disclosure of the information. In some circumstances, the information may be relevant to investors but directed at customers, in which case it may be accessed directly through the home page rather than at “About Us – Investor Relations.”
We are required to provide additional public disclosure regarding estimated income, losses and pro forma regulatory capital ratios under supervisory and PNC-developed hypothetical severely adverse economic scenarios, as well as information concerning our capital stress testing processes, pursuant to the stress testing regulations adopted by the Federal Reserve and the OCC. We are also required to make certain additional regulatory capital-related public disclosures about our capital structure, risk exposures, risk assessment processes, risk-weighted assets and overall capital adequacy, including market risk-related disclosures, under the regulatory capital rules adopted by the Federal banking agencies. Similarly, the Federal Reserve's rules require quantitative and qualitative disclosures about LCR and, beginning in 2023, our NSFR. Under these regulations, we may satisfy these requirements through postings on our website, and we have done so and expect to continue to do so without also providing disclosure of all of this information through filings with the SEC.
Other information posted on our corporate website that may not be available in our filings with the SEC includes information relating to our corporate governance and annual communications from our chairman to shareholders.
Where we have included internet addresses in this Report, such as our internet address and the internet address of the SEC, we have included those internet addresses as inactive textual references only. Except as specifically incorporated by reference into this Report, information on those websites is not part hereof.
Financial Information
We are subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC File Number is 001-09718. You can obtain copies of these and other filings, including exhibits, electronically at the SEC’s internet website at www.sec.gov or on our corporate internet website at www.pnc.com/secfilings. Shareholders and bond holders may also obtain copies of these filings without charge by contacting PNC Investor Relations at 800-843-2206, via the request financial information form at www.pnc.com/investorrelations or via email to investor.relations@pnc.com.
Corporate Governance at PNC
Information about our Board of Directors and its committees and corporate governance, including our PNC Code of Business Conduct and Ethics (as amended from time to time), is available on our corporate website at www.pnc.com/corporategovernance. In addition, any future waivers from a provision of the PNC Code of Business Conduct and Ethics covering any of our directors or executive officers (including our principal executive officer, principal financial officer and principal accounting officer or controller) will be posted at this internet address.
Shareholders who would like to request printed copies of the PNC Code of Business Conduct and Ethics or our Corporate Governance Guidelines or the charters of our Board’s Audit, Nominating and Governance, Human Resources, or Risk Committees (all of which are posted on our corporate website at www.pnc.com/corporategovernance) may do so by sending their requests to our Corporate Secretary at corporate headquarters at the above address. Copies will be provided without charge.
Inquiries
For financial services, call 888-762-2265.
Registered shareholders should contact Shareholder Services at 800-982-7652.
Analysts and institutional investors should contact Bryan Gill, Executive Vice President, Director of Investor Relations, at 412-768-4143 or via email at investor.relations@pnc.com.
News media representatives should contact PNC Media Relations at 412-762-4550 or via email at media.relations@pnc.com.
Dividend Policy
Holders of PNC common stock are entitled to receive dividends when declared by our Board of Directors out of funds legally available for this purpose. Our Board of Directors may not pay or set apart dividends on the common stock until dividends for all past dividend periods on any series of outstanding preferred stock and certain outstanding capital securities issued by the parent company
have been paid or declared and set apart for payment. The Board of Directors presently intends to continue the policy of paying quarterly cash dividends. The amount of any future dividends will depend on economic and market conditions, our financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies (such as those relating to the ability of bank and non-bank subsidiaries to pay dividends to the parent company and regulatory capital
The PNC Financial Services Group, Inc. – Form 10-Q 101  


limitations). The amount of our dividend is also currently subject to the results of the supervisory assessment of capital adequacy and capital planning processes undertaken by the Federal Reserve as part of the CCAR process, which includes setting PNC's SCB, as described in the Capital Management portion of the Risk Management section of the Financial Review of this Report and in the Supervision and Regulation section in Item 1 of our 2021 Form 10-K.
Dividend Reinvestment and Stock Purchase Plan
The PNC Financial Services Group, Inc. Dividend Reinvestment and Stock Purchase Plan enables holders of our common stock to conveniently purchase additional shares of common stock. You can obtain a prospectus and enrollment form by contacting Shareholder Services at 800-982-7652. Registered shareholders may also contact this phone number regarding dividends and other shareholder services.
Stock Transfer Agent and Registrar
Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
800-982-7652
www.computershare.com/pnc
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on August 2, 2022 on its behalf by the undersigned thereunto duly authorized.
/s/ Robert Q. Reilly
Robert Q. Reilly
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

102    The PNC Financial Services Group, Inc. – Form 10-Q


ex1034-2022formofperform
THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN * * * PERFORMANCE SHARE UNITS AWARD AGREEMENT This Agreement, which includes the attached appendices (this “Agreement”) sets forth the terms and conditions of your performance share unit award made pursuant to The PNC Financial Services Group, Inc. 2016 Incentive Award Plan and any sub-plans thereto. Appendix A to this Agreement sets forth additional terms and conditions of the Award, including restrictive covenant provisions. Appendix B to this Agreement sets forth certain definitions applicable to this Agreement generally. Appendix C to this Agreement sets forth the performance-based vesting conditions applicable to the Award and certain related definitions. Capitalized terms not otherwise defined in the body of this Agreement have the meaning ascribed to such terms in the Plan or Appendices A, B or C. The Corporation and the Grantee named below (referenced in this Agreement as “you” or “your”) agree as follows: Subject to your timely acceptance of this Agreement (as described in Section A below), the Corporation grants to you the Award set forth below, subject to the terms and conditions of the Plan and this Agreement. A. GRANT AND ACCEPTANCE OF PSUs GRANTEE #ParticipantName# GRANT DATE #GrantDate# AWARD Performance share units (“PSUs”), each representing a right to receive one Share, and related Dividend Equivalents, payable in cash. TARGET #QuantityGranted# PSUs and related Dividend Equivalents PERFORMANCE PERIOD January 1, 2022- December 31, 2024 (other than limited exceptions in the event of death or a Change of Control, as described in Appendix C). EX 10.34


 
-2- AWARD ACCEPTANCE; AWARD EFFECTIVE DATE You must accept this Award by delivering an executed unaltered copy of this Agreement to the Corporation within 30 days of your receipt of this Agreement. Upon such execution and delivery of this Agreement by both you and the Corporation, this Agreement is effective as of the Grant Date (the “Award Effective Date”). If you do not properly accept this Award, the Corporation may, in its sole discretion, cancel the Award at any time thereafter. B. VESTING REQUIREMENTS B.1 An Award becomes vested only upon satisfaction of both the service-based vesting requirements and the performance-based vesting requirements set forth below. SERVICE-BASED VESTING REQUIREMENTS Except as otherwise provided in this Agreement, you must remain continuously employed through and including the Committee-determined Final Award Date (as defined in Appendix B) or such earlier date as prescribed by Section B.2 below. PERFORMANCE- BASED VESTING REQUIREMENTS Provided the service-based vesting requirements have been met, the Award will vest and become payable on the applicable Final Award Date upon the achievement of the performance goals set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO THE FINAL AWARD DATE ON VESTING REQUIREMENTS RETIREMENT Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated due to your Retirement, and not for Cause, then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DISABILITY Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated by PNC due to your Disability, and not for Cause, then the service-based vesting EX 10.34


 
-3- requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DEATH Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or following an Anticipatory Termination, but prior to the Final Award Date, then the service-based requirements of the Award will be satisfied as of your date of death, and the performance-based vesting requirements will be satisfied as further described in Appendix C. ANTICIPATORY TERMINATION Notwithstanding anything to the contrary in this Agreement, if your termination of employment with PNC is an Anticipatory Termination, then the service-based vesting requirements of the Award will be satisfied as of the Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms of this Agreement. TERMINATION FOLLOWING A CHANGE OF CONTROL Notwithstanding anything to the contrary in this Agreement, if you have been continuously employed by PNC, including any successor entity, through the date of a Change of Control, and your employment with PNC is terminated following such Change of Control (but prior to the Final Award Date): (a) by PNC other than for Misconduct, (b) by you for Good Reason, or (c) for any reason (other than for Misconduct) on or after the first business day of the calendar year following the end of the Performance Period,   (each, a “Qualifying Termination”), then the service-based requirements of the Award will be EX 10.34


 
-4- satisfied as of your Termination Date, and the performance-based vesting requirements will be satisfied as further described in Appendix C. For the avoidance of doubt, upon the occurrence of a Change of Control, the Award will not become vested until the service-based vesting requirements are satisfied, either as set forth in Section B.1. or as a result of your Retirement, your termination of employment by reason of death or Disability, or the occurrence of a Qualifying Termination. C. FORFEITURE C.1 FORFEITURE UPON FAILURE TO MEET SERVICE- BASED VESTING REQUIREMENTS Except as otherwise provided in Section B.2 above, if you cease to be an employee of PNC prior to an applicable Final Award Date, you will not have satisfied the service-based vesting requirements and the Award will be automatically forfeited and cancelled as of your Termination Date. Upon such forfeiture or cancellation, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the Award under this Agreement. C.2 FORFEITURE IN CONNECTION WITH DETRIMENTAL CONDUCT At any time prior to the Final Award Date, to the extent that PNC (acting through a PNC Designated Person) determines in its sole discretion (a) that you have engaged in Detrimental Conduct and (b) to forfeit and cancel all or a specified portion of the outstanding Award as a result of such determination, then such portion will be forfeited and cancelled effective as of the date of such determination. C.3 FORFEITURE UPON FAILURE TO SATISFY PERFORMANCE CONDITIONS If the final Corporate Performance Factor (as defined in Appendix C) is determined by the Committee to be 0.00%, the Award will be eligible to be forfeited and cancelled without payment of any consideration by PNC as of the date of such determination. D. DIVIDEND EQUIVALENTS D.1 GENERALLY As of the Award Effective Date, you will be entitled to earn accrued cash Dividend Equivalents on the vested Payout Share Units (defined in Appendix C), in an amount equal to the cash EX 10.34


 
-5- dividends that would have been paid (without interest or reinvestment) between the Grant Date and the Final Award Date, as though you were the record holder of such Payout Share Units, and such Payout Share Units had been issued and outstanding shares on the Grant Date through the Final Award Date. D.2 ACCRUED DIVIDEND EQUIVALENT PAYMENTS (a) Generally. Accrued Dividend Equivalents will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the Award vests and pays out (at which point such Dividend Equivalents will terminate). Dividend Equivalents are subject to the same vesting requirements and payout size adjustments as the Award. If the PSUs to which such Dividend Equivalents relate are forfeited and cancelled, such related Dividend Equivalents will also be forfeited and cancelled. (b) Payment Upon a Change of Control. Accrual of Dividend Equivalents will cease as of the Change of Control. Upon a Change of Control, Dividend Equivalents accrued (without reinvestment or interest) between the Grant Date and the Change of Control will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the Award vests and pays out, as if you were the record holder of the number of Shares equal to the number of vested Payout Share Units underlying the Award from the Grant Date through the date of the Change of Control. E. PAYMENT OF THE AWARD E.1 PAYMENT TIMING Except as otherwise provided below, vested Payout Share Units that remain outstanding will be settled as soon as practicable following the applicable Final Award Date (and no later than (x) December 31st following the year of death, in the event of your death, or (y) March 15th following the year the Award vests). E.2 FORM OF PAYMENT; AMOUNT (a) Payment Generally. Except as provided in subsection (b) below, your Final Award will be settled at the time set forth in Section E.1 by EX 10.34


 
-6- delivery to you of that number of whole Shares equal to the number of Payout Share Units under your Final Award, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. (b) Payment On or After a Change of Control. Upon vesting on or after a Change of Control, vested Payout Share Units will be settled at the time set forth in Section E.1 by payment to you of cash in an amount equal to that number of whole Shares equal to the number of vested Payout Share Units, multiplied by the then current Fair Market Value of a share of Common Stock on the date of the Change of Control (subject to any applicable adjustment pursuant to Section 2 of Appendix A), less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. Related accrued Dividend Equivalent payments will be paid to you in cash as described in Section D.2(b). No interest will be paid with respect to any such payments made pursuant to this Section E. F. RESTRICTIVE COVENANTS Upon your acceptance of this Award, you shall become subject to the restrictive covenant provisions set forth in Section 1 of Appendix A. G. CLAWBACK The Award, and any right to receive and retain any Shares (if applicable), cash or other value pursuant to the Award, is subject to rescission, cancellation or recoupment, in whole or in part, if and to the extent so provided under the Corporation’s Incentive Compensation Adjustment and Clawback Policy, as in effect from time to time with respect to the Award, or any other applicable clawback, adjustment or similar policy in effect on or established after the Grant Date and to any clawback or recoupment that may be required by applicable law or regulation. By accepting this Award, you agree that you are obligated to provide all assistance necessary to the Corporation to recover or recoup the Shares, cash or other value pursuant to the Award which are subject to recovery or recoupment pursuant to EX 10.34


 
-7- applicable law, government regulation, stock exchange listing requirement or PNC policy. Such assistance shall include completing any documentation necessary to recover or recoup the Shares, cash or other value pursuant to the Award from any accounts you maintain with PNC or any pending or future compensation. A copy of the Incentive Compensation Adjustment and Clawback Policy is included in the materials distributed to you with this Agreement. EX 10.34


 
- 1 - THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT APPENDIX A ADDITIONAL PROVISIONS 1. Restrictive Covenants. You and PNC acknowledge and agree that you have received adequate consideration with respect to enforcement of the provisions of this Section 1 by virtue of accepting this Award (regardless of whether the Award or any portion thereof is ultimately settled and paid to you); that such provisions are reasonable and properly required for the adequate protection of the business of PNC and its subsidiaries; and that enforcement of such provisions will not prevent you from earning a living. (a) Non-Solicitation; No-Hire. You agree to comply with the provisions of this Section 1(a) during the period of your employment with PNC and the 12-month period following your Termination Date, regardless of the reason for such termination of employment, as follows: i. Non-Solicitation. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, solicit, call on, do business with, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any Person that you should reasonably know (A) is a customer of PNC for which PNC provides any services as of your Termination Date, or (B) was a customer of PNC for which PNC provided any services at any time during the 12 months preceding your Termination Date, or (C) was, as of your Termination Date, considering retention of PNC to provide any services. ii. No-Hire. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, employ or offer to employ, call on, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any employee of PNC. You also will not assist any other Person in such activities. Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your termination of employment with PNC is an Anticipatory Termination, then commencing immediately after your Termination Date, the provisions of Section 1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the following provision: “No-Hire. You agree that you will not, for a period of one year after your Termination Date, employ or offer to employ, solicit, actively EX 10.34


 
- 2 - interfere with PNC or any PNC affiliate’s relationship with, or attempt to divert or entice away, any officer of PNC or any affiliate of PNC.” (b) Confidentiality. During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of PNC whether or not conceived of or prepared by you, other than (i) information generally known in PNC’s industry or acquired from public sources, (ii) as required in the course of employment by PNC, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of PNC. Nothing in this Agreement, including this Section 1(b), is intended to limit you from reporting possible violations of law or regulation to any governmental entity or any self-regulatory organization or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. You further understand and agree that you are not required to contact or receive consent from PNC before engaging in such communications with any such authorities. (c) Ownership of Inventions. You will promptly and fully disclose to PNC any and all inventions, discoveries, improvements, ideas or other works of inventorship or authorship, whether or not patentable, that have been or will be conceived and/or reduced to practice by you during the term of your employment with PNC, whether alone or with others, and that are (i) related directly or indirectly to the business or activities of PNC or (ii) developed with the use of any time, material, facilities or other resources of PNC (“Developments”). You agree to assign and hereby do assign to PNC or its designee all of your right, title and interest, including copyrights and patent rights, in and to all Developments. You will perform all actions and execute all instruments that PNC or any subsidiary will deem necessary to protect or record PNC’s or its designee’s interests in the Developments. The obligations of this Section 1(c) will be performed by you without further compensation and will continue beyond your Termination Date. (d) Enforcement Provisions. You understand and agree to the following provisions regarding enforcement of Section 1 of this Agreement: i. Equitable Remedies. A breach of the provisions of Sections 1(a) – 1(c) will cause PNC irreparable harm, and PNC will therefore be entitled to seek issuance of immediate, as well as permanent, injunctive relief restraining you, and each and every person and entity acting in concert or participating with you, from initiation and/or continuation of such breach. ii. Tolling Period. If it becomes necessary or desirable for PNC to seek compliance with the provisions of Section 1(a) by legal proceedings, the period during which you will comply with said provisions will extend for a period of 12 months from the date PNC institutes legal proceedings for injunctive or other relief. EX 10.34


 
- 3 - iii. Reform. If any of Sections 1(a) – 1(c) are determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which the restriction applies, it is the intent of both parties that the court reduce and reform the restriction so as to apply the greatest limitations considered enforceable by the court. iv. Waiver of Jury Trial. Each of you and PNC hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 1(a) – 1(c). v. Application of Defend Trade Secrets Act. Regardless of any other provision in this Agreement, you may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets under certain limited circumstances, as set forth in PNC’s Defend Trade Secrets Act policy. The policy is available for viewing on PNC’s intranet under the “PNC Ethics” page. 2. Capital Adjustments upon a Change of Control. Upon the occurrence of a Change of Control, (a) the number, class and kind of PSUs then outstanding under the Award will automatically be adjusted to reflect the same changes as are made to outstanding shares of Common Stock generally, (b) the value per share unit of any share- denominated award amount will be measured by reference to the per share value of the consideration payable to a holder of Common Stock in connection with such Corporate Transaction or Transactions if applicable, and (c) with respect to stock-payable PSUs only, if the effect of the Corporate Transaction or Transactions on a holder of Common Stock is to convert that shareholder’s holdings into consideration that does not consist solely (other than as to a minimal amount) of shares of Common Stock, then the entire value of any payment to be made to you will be made solely in cash at the applicable time specified in this Agreement. 3. Fractional Shares. No fractional Shares will be delivered to you. If the outstanding vested PSUs being settled in Shares include a fractional interest, such fractional interest will be eliminated by rounding down to the nearest whole share unit. 4. No Rights as a Shareholder. You will have no rights as a shareholder of the Corporation by virtue of this Award unless and until Shares are issued and delivered in settlement of the Award pursuant to and in accordance with this Agreement. 5. Transfer Restrictions. (a) The Award may not be sold, assigned, transferred, exchanged, pledged, or otherwise alienated or hypothecated. (b) If you are deceased at the time any outstanding vested PSUs are settled and paid out in accordance with the terms of this Agreement, such delivery of Shares, cash payment or other payment (as applicable) shall be made to the executor or administrator of your estate or to your other legal representative or, as permitted under EX 10.34


 
- 4 - the election procedures of the Plan’s third-party administrator, to your designated beneficiary, in each case, as determined in good faith by the Corporation. Any delivery of Shares, cash payment or other payment made in good faith by the Corporation to your executor, other legal representative or permissible designated beneficiary, or retained by the Corporation for taxes pursuant to Section 6 of this Appendix A, shall extinguish all right to payment hereunder. 6. Withholding Taxes. (a) You shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes), penalties and interest that you incur in connection hereunder. The Corporation will, at the time any withholding tax obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to you. (b) If any such withholding is required prior to the time amounts are payable to you hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to you or as otherwise determined by PNC. (c) The Corporation will withhold cash from any amounts then payable to you hereunder that are settled in cash. Unless the Committee or PNC Designated Person determines otherwise, with respect to stock-payable PSUs only, the Corporation will retain whole Shares from any amounts then payable to you hereunder (or pursuant to any other PSUs previously awarded to you under the Plan) in the form of Shares. For purposes of this Section 6(c), Shares retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises (as such date is determined by the Corporation). 7. Employment. Neither the granting of the Award nor any payment with respect to such Award authorized hereunder nor any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of PNC to employ you for any period or in any way alter your status as an employee at will. 8. Miscellaneous. (a) Subject to the Plan and Interpretations. In all respects the Award and this Agreement are subject to the terms and conditions of the Plan, which has been made available to you and is incorporated herein by reference. The terms of the Plan will not be considered an enlargement of any benefits under this Agreement. If the Plan and this Agreement conflict, the provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are binding on you and PNC. (b) Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provisions. Any dispute or claim arising out of or relating to this EX 10.34


 
- 5 - Agreement or claim of breach hereof will be brought exclusively in the Federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. By execution of this Agreement, you and PNC hereby consent to the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with this Agreement. (c) Headings; Entire Agreement. Headings used in this Agreement are provided for reference and convenience only, are not considered part of this Agreement, and will not be employed in the construction of this Agreement. This Agreement, including any appendices or exhibits attached hereto, constitutes the entire agreement between you and PNC with respect to the subject matters addressed herein, and supersedes all other discussions, negotiations, correspondence, representations, understandings and agreements between the parties concerning the subject matters hereof. (d) Modification. Modifications or adjustments to the terms of this Agreement may be made by the Corporation as permitted in accordance with the Plan or as provided for in this Agreement. No other modification of the terms of this Agreement will be effective unless embodied in a separate, subsequent writing signed by you and by an authorized representative of the Corporation. (e) No Waiver. Failure of PNC to demand strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any such term, covenant or condition on any occasion or on multiple occasions be deemed a waiver or relinquishment of such term, covenant or condition. (f) Severability. The restrictions and obligations imposed by this Agreement are separate and severable, and it is the intent of both parties that if any restriction or obligation imposed by any of these provisions is deemed by a court of competent jurisdiction to be void for any reason whatsoever, the remaining provisions, restrictions and obligations will remain valid and binding upon you. (g) Applicable Laws. Notwithstanding anything in this Agreement, PNC will not be required to comply with any term, covenant or condition of this Agreement if and to the extent prohibited by law, including but not limited to Federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over PNC. (h) Compliance with Section 409A of the Internal Revenue Code. It is the intention of the parties that the Award and this Agreement comply with the provisions of Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are applicable. This Agreement will be administered in a manner consistent with this intent, including as set forth in Section 20 of the Plan. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury EX 10.34


 
- 6 - Regulations), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX 10.34


 
i THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT APPENDIX B DEFINITIONS Certain Definitions. Except as otherwise provided, the following definitions apply for purposes of this Agreement. “Anticipatory Termination” means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control. “Award Effective Date” has the meaning set forth in Section A of this Agreement. “Change of Control” means: (a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding PNC Voting Securities”). The following acquisitions will not constitute a Change of Control for purposes of this definition: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation (an “Affiliated Company”), (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the Incumbent Board (as defined below) as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this definition, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of the Corporation, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual was a member of the Incumbent Board, but EX 10.34


 
ii excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”). A transaction otherwise meeting the definition of Business Combination will not be treated as a Change of Control if following completion of the transaction all or substantially all of the beneficial owners of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as the case may be (such a Business Combination, an “Excluded Combination”); or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. “Competitive Activity” means any participation in, employment by, ownership of any equity interest exceeding one percent in, or promotion or organization of, any Person other than PNC (1) engaged in business activities similar to some or all of the business activities of PNC during your employment or (2) engaged in business activities that you know PNC intends to enter within the next 12 months (or, if after your Termination Date, within the first 12 months after your Termination Date), in either case whether you are acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. For purposes of Competitive Activity as defined herein (and as such similar term is defined in any equity-based award agreement held by you), the term “subsidiary” will not include any company in which PNC holds an interest pursuant to its merchant banking authority. “Detrimental Conduct” means: (a) You have engaged in, without the prior written consent of PNC (with consent to be given or withheld at PNC’s sole discretion), in any Competitive Activity in the Restricted Territory at any time during the period of your employment with PNC and the 12-month period following your Termination Date; EX 10.34


 
iii (b) any act of fraud, misappropriation, or embezzlement by you against PNC or one of its subsidiaries or any client or customer of PNC or one of its subsidiaries; or (c) you are convicted (including a plea of guilty or of nolo contendere) of, or you enter into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of your employment or other service relationship with PNC. You will be deemed to have engaged in Detrimental Conduct for purposes of this Agreement only if and when the Committee or other PNC Designated Person determines that you have engaged in conduct described in clause (a) or clause (b) above or that an event described in clause (c) above has occurred with respect to you. Detrimental Conduct will not apply to conduct by or activities of successors to the Award by will or the laws of descent and distribution in the event of your death. No determination that you have engaged in Detrimental Conduct may be made (x) on or after your Termination Date if your termination of employment was an Anticipatory Termination or (y) between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control. “Final Award Date” means (a) the date on which the Committee makes its determination as to the size of the payout to be paid out to you in accordance with this Agreement (such payout amount, the “Final Award”), if any, following the end of the Performance Period, (b) in the event of your death prior to the last calendar year of the Performance Period, the date on which the Committee makes its determination of a Final Award, if any, following the calendar year of your death, or (c) if a Change of Control has occurred prior to the date described in (a) and a Final Award has been authorized, the date upon which the service requirements are satisfied. “Good Reason” means the definition of Good Reason contained in the Change of Control Employment Agreement between you and PNC or any substitute employment agreement entered into between you and PNC then in effect or, if none, the occurrence of any of the following events without your consent: (a) the assignment of any duties to you inconsistent in any material respect with your position (including status, offices, titles and reporting requirements), or any other material diminution in such position, authority, duties or responsibilities; (b) any material reduction in your rate of base salary or the amount of your annual bonus opportunity (or, if less, the bonus opportunity established for PNC’s similarly situated employees for any year), or a material reduction in the level of any other employee benefits for which you are eligible receive below those offered to PNC’s similarly situated employees; (c) PNC’s requiring you to be based at any office or location outside of a fifty (50)-mile radius from the office where you were employed on the Grant Date; EX 10.34


 
iv (d) any action or inaction that constitutes a material breach by PNC of any agreement entered into between you and PNC; or (e) the failure by PNC to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of PNC to assume expressly and agree to perform this Agreement in the same manner and to the same extent that PNC would be required to perform it if no such succession had taken place. Notwithstanding the foregoing, none of the events described above shall constitute Good Reason unless and until (i) you first notify PNC in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its initial occurrence, (ii) PNC fails to cure such condition within 30 days after receipt of such written notice, and (iii) you terminate employment within two years of its initial occurrence. Your mental or physical incapacity following the occurrence of an event described above in clauses (a) through (e) shall not affect your ability to terminate employment for Good Reason, and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason. “Misconduct” means, as it relates to an Anticipatory Termination or following a Change of Control, (a) your willful and continued failure to substantially perform your duties with PNC (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or the CEO that specifically identifies the manner in which the Board or the CEO believes that you have not substantially performed your duties; or (b) your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to PNC or any of its subsidiaries. For purposes of clauses (a) and (b), no act or failure to act, on your part, shall be considered willful unless it is done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of PNC. Any act, or failure to act, based upon the instructions or prior approval of the Board, the CEO or your superior or based upon the advice of counsel for PNC, will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of PNC. Your cessation of employment will be deemed to be a termination of your employment with PNC for Misconduct only if and when there shall have been delivered to you, as part of the notice of your termination, a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a Board meeting called and held for the purpose of considering such termination, finding on the basis of clear and convincing evidence that, in the good faith opinion of the Board, you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the EX 10.34


 
v particulars thereof in detail. Such resolution shall be adopted only after (i) reasonable notice of such Board meeting is provided to you, together with written notice that PNC believes that you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail, and (ii) you are given an opportunity, together with counsel, to be heard before the Board. “Payout Share Units” refers to the performance-adjusted number of units that are eligible to vest. “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act. “PNC Designated Person” means (a) the Committee or its delegate if you are (or were when you ceased to be an employee of PNC) either a Group 1 covered employee (Corporate Executive Group member) including any equivalent successor classification or subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PNC securities (or both); or (b) the Committee, the CEO, or the Chief Human Resources Officer of PNC, or any other individual or group as may be designated by one of the foregoing to act as PNC Designated Person for purposes of this Agreement. “Qualifying Termination” has the meaning set forth in Section B of this Agreement. “Restricted Territory” means (a) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United States or Canada as of the Termination Date, the United States and Canada, (b) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United Kingdom as of the Termination Date, the United Kingdom or (c) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in Germany as of the Termination Date, Germany or the United Kingdom. “Retirement” means your termination of employment with PNC at any time for any reason (other than termination of employment by reason of your death, by PNC for Cause or by reason of termination of employment in connection with a divestiture of assets or a divestiture of one or more subsidiaries of PNC if the Committee or the CEO or his or her designee so determines prior to such divestiture) on or after the first date on which you have both attained at least age 55 and completed five years of service, where a year of service is determined in the same manner as the determination of a year of vesting service calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan. “Termination Date” means the last day of your employment with PNC. If you are employed by a Subsidiary that ceases to be a Subsidiary or ceases to be a consolidated subsidiary of the Corporation under U.S. generally accepted accounting principles and you do not continue to be employed by or otherwise have a Service Relationship with PNC, then for purposes of this Agreement, your employment with PNC terminates effective at the time this occurs. EX 10.34


 
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT APPENDIX C PERFORMANCE-BASED VESTING CONDITIONS The following table sets forth the performance-based vesting conditions of the Award: 1. General Overview and Definitions Performance-based vesting and payout of your Award is determined based on the level of satisfaction of three performance metrics during the Performance Period – two corporate performance metrics and one risk-related performance metric. These metrics are described in more detail in the paragraphs below. “PNC” for purposes of this Appendix C as it refers to performance-based vesting conditions means the Corporation and its consolidated subsidiaries for financial reporting purposes. Each performance metric will be measured or reviewed on an annual basis for each calendar year (i.e., calendar year 2022, calendar year 2023 and calendar year 2024) during the Performance Period (each, a “Performance Year”). A Performance Year may refer to a partial calendar year in certain limited circumstances (e.g., in connection with death or a Change of Control) as further described in this Appendix C. The three performance metrics are: 1. Relative Average EPS Growth - Annual growth in earnings per share, measured for each Performance Year and then averaged for the Performance Period and compared to similar performance of other members of PNC’s Peer Group based on PNC’s percentile rank using a continuous percentile rank calculation (“Relative Average EPS Growth”), where for purposes of this definition: EX 10.34


 
-2- a. “EPS” means the publicly-reported diluted earnings per share of PNC or other Peer Group members for the Performance Year, in each case as adjusted, on an after-tax basis, for the impact of the items set forth in paragraph 3 below (rounded to the nearest cent), and b. “EPS Growth,” with respect to a given Performance Year, means the growth or decline in EPS achieved by PNC or other Peer Group members for that Performance Year as compared to EPS for the comparable period of the prior calendar year, expressed as a percentage (rounded to the nearest one- hundredth). c. “Peer Group” refers to the Committee- determined peer group as of the Grant Date. Performance will be measured based on the Peer Group on the last day of the Performance Period, taking into account name changes and the elimination from the Peer Group of any members since the beginning of the Performance Period (e.g., due to consolidation or merger). In the event of a merger of two members of the Peer Group during the Performance Period, the financial information of the resulting new company will be compared to that of the acquiring member of the Peer Group (as determined on a corporate accounting basis.) The Peer Group for this Award consists of the following members: PNC, Bank of America Corporation, Capital One Financial Corporation, Citizens Financial Group, Inc., Fifth Third Bancorp, JPMorgan Chase & Co., KeyCorp, M&T Bank Corporation, Regions Financial Corporation, Truist Financial Corp., U.S. Bancorp, and Wells Fargo & Company 2. Average ROE - Annual return on equity (“ROE”), with specified adjustments as described in paragraph 3, measured for each Performance Year and then averaged for the Performance Period (“Average ROE”) EX 10.34


 
-3- and compared to specified performance targets established by the Committee. 3. CET1 Ratio - Whether PNC has met or exceeded the common equity Tier 1 capital spot ratio limit as then in effect and applicable to The PNC Financial Services Group, Inc. (“CET1 Ratio”) (which may be on a pro forma fully phased-in basis, if applicable) as set forth in PNC’s Enterprise Capital Management Policy (or any successor policy) and monitored at least quarterly. All performance metrics, including any adjustments, will be determined on the basis of: (x) with respect to PNC’s absolute performance, PNC’s internal financial information; (y) with respect to PNC’s relative performance to other members of the Peer Group, either publicly-disclosed financial information or, in the case of PNC, internal financial information that is anticipated to be publicly disclosed in an upcoming filing with the SEC; and (z) with respect to other members of the Peer Group, publicly-disclosed financial information, in each case, only where such amounts can be reasonably determined as of the date immediately prior to the date the Committee makes its determination as to the size of the payout. 2. Calculating Corporate Performance Metrics (a) Calculating Average ROE. For each Performance Year, annual ROE (expressed as a percentage, rounded to the nearest one-hundredth) is calculated and adjusted for the items set forth in paragraph 3. At the end of the Performance Period, Average ROE is determined by calculating the average of PNC’s annual ROE for each Performance Year, then rounding to the nearest one- hundredth. (b) Calculating Relative Average EPS Growth. Annual EPS Growth for PNC and each other member of the Peer Group is calculated for each Performance Year, adjusted for the items set forth in paragraph 3, expressed as a percentage and rounded to the nearest one-hundredth. EX 10.34


 
-4- At the end of the Performance Period, the annual EPS Growth percentages for each Performance Year are averaged. PNC’s average EPS Growth is compared to the average of each other member of the Peer Group to determine PNC’s percentile rank, based on a continuous percentile rank calculation and expressed as a percentage (rounded to the nearest one-hundredth). (c) Calculating the Corporate Performance Factor. (i) Once the Average ROE and Relative Average EPS Growth are determined, a corporate performance factor, expressed as a percentage, is calculated using the table attached as Exhibit 1, applying bilinear interpolation and rounding to the nearest one-hundredth (such percentage, the “Corporate Performance Factor”). The Corporate Performance Factor will range from 0.00% to 150.00%. The Corporate Performance Factor may be adjusted by the Committee as described in paragraph 7. (ii) In the event of your death or a Change of Control, the provisions of paragraph 8 will govern the calculation of the Corporate Performance Factor. 3. Adjustments to Corporate Performance Metrics For purposes of measuring (a) EPS Growth performance for PNC and other members of the Peer Group or (b) ROE for PNC, earnings or EPS performance results, as applicable, will be adjusted, on an after-tax basis, for the impact of any of the following where such impact occurs during a given Performance Year (or, if applicable, during the prior year comparison period for a given year):  discontinued operations (as such term is used under GAAP);  acquisition costs and merger integration costs;  in PNC’s case, the net impact on PNC related to the sale of its equity stake in BlackRock; and  items resulting from a change in U.S. federal tax law, which includes one-time adjustments to U.S. federal tax law (i.e., benefits or losses associated with the revaluation of assets or liabilities due to a change in tax law), but does not include (i) any going-forward changes to run rate income as a result of a change in U.S. federal tax law, to the EX 10.34


 
-5- extent such going-forward changes are reasonably determinable, or (ii) benefits or losses realized from the resolution of certain outstanding tax matters (e.g., court decision that reverses an earlier tax position) or changes in a company’s organizational tax structure. In the case of the EPS growth metric and the ROE performance metric, there will be an additional adjustment to add the amount disclosed as provision for credit losses (or the equivalent) and subtract the amount disclosed as total net charge-offs. In the case of the EPS growth metric, the impact of any stock splits (whether in the form of a stock split or a stock dividend) may result in an additional adjustment. Adjustments will be made if the impact of such events occurs during a Performance Year (or partial year, if applicable), or, for purposes of determining EPS Growth, during the prior year comparison period for a Performance Year. The Committee may also take into account other unusual or nonrecurring adjustments (applied on a consistent basis) in determining the Final Award. After-tax adjustments for PNC and, where applicable, other members of the Peer Group, will be calculated using the same methodology for making such adjustments on an after-tax basis. 4. Applying the Risk Performance Metric (a) CET1 Ratio Generally. The Award is subject to one risk performance factor based on whether PNC has met or exceeded the CET1 Ratio as of the last day of each Performance Year. The current CET1 Ratio is 7.0%. (b) Determination of Annual CET1 Ratio. As soon as practicable following the end of the Performance Period, PNC will present information to the Committee relating to (i) the CET1 Ratio compared to (ii) the actual CET1 Ratio achieved by PNC with respect to each Performance Year, based on PNC’s publicly reported financial results for the period ending on the applicable end date. EX 10.34


 
-6-  If PNC meets or exceeds the CET1 Ratio for each Performance Year, the risk performance metric is satisfied.  If PNC does not meet the CET1 Ratio for a Performance Year, 1/3 of the target number of PSUs are eligible for forfeiture on the Final Award Date. The Committee will conduct a final review and adjust the target number of PSUs accordingly as of the Final Award Date. 5. Risk Performance Review Adjustment In addition, and independent from the CET1 Ratio performance metric described in paragraph 4 above, on or prior to the Final Award Date, the Committee has the discretion to conduct a risk performance review relating to a risk-related action of potentially material consequence to PNC. If the Committee exercises its discretion to conduct a risk performance review, the Committee will review and determine if a downward adjustment for risk performance is appropriate. If so, the Committee will determine the size of the risk adjustment to the Corporate Performance Factor (including reducing such Corporate Performance Factor to zero.) Any determination to conduct a risk performance review will be made shortly after the close of the Performance Period, but no later than the 45th day following the close of the Performance Period, and any required review will be conducted no later than the end of the first quarter following the close of the Performance Period. 6. Committee Discretion Notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee may use its discretion to reduce or increase the number of Payout Share Units (including a reduction to zero) as it deems equitable to maintain the intended economics of the Award in light of changed circumstances. Such circumstances are limited to external events affecting PNC, its financial statements or members of its Peer Group EX 10.34


 
-7- that are substantially outside of PNC’s control and could not reasonably be planned for as of the Grant Date. Discretion in Connection with a Change of Control. The Committee will have no discretion to adjust the calculated maximum Payout Share Units following a Change of Control or during a Change of Control Coverage Period. In the event (a) your termination of employment with PNC is an Anticipatory Termination, (b) a Change of Control is pending, and (c) the Committee-determined Final Award Date occurs prior to the Change of Control, the Committee will have no discretion to adjust your calculated maximum Payout Share Units under these circumstances. 7. Calculation of Payout Share Units and Determination of Final Award Following the end of the Performance Period, the Committee reviews performance against the performance metrics and makes its determination as to the Final Award, as follows: (1) Application of Risk Performance Metric - The Committee first determines whether or not to reduce the target number of PSUs under the Award, based on the application of the risk performance metric, as follows: (a) If PNC has met or exceeded the CET1 Ratio for each Performance Year, there is no reduction in the number of target PSUs under the Award. (b) If PNC has not met the CET1 Ratio for any Performance Year, then for each Performance Year the CET1 Ratio was not met, the Committee can elect to reduce the target number of PSUs by one-third. (2) Committee Review of Performance Factor - Next, the Committee determines whether to approve the calculated Corporate Performance Factor, a lower percentage or a higher percentage based on application of any risk-related adjustment (described in paragraph 5) or other Committee discretion consistent with paragraph 6. (3) Final Award Determination - Once the Committee approves the final Corporate Performance Factor, it applies this percentage to (x) the target number of PSUs (as reduced for any failure to meet the CET1 Ratio during the Performance Period), and rounds down to the nearest whole share unit. The resulting amount is the number of EX 10.34


 
-8- Payout Share Units that are eligible to vest and be settled on the Final Award Date (i.e., the Final Award). In no event can the size of the Final Award be greater than 150.00% of the target number of PSUs. (4) Special Rules Regarding the Final Award Date – The Final Award will become vested and payable as of the Final Award Date, which term is defined in Appendix B. The Final Award Date is typically the date on which the Committee makes its determination as to the size of the payout to be paid out to you, but:  In the event of a Change of Control, the amount of Payout Share Units will be calculated (as of the date of the Change of Control) as described in paragraph 8 below and determination of the Final Award will be made as soon as practicable after the Change of Control.  In the event of your death (prior to a Change of Control), the amount of Payout Share Units will be calculated as described in paragraph 8 below as soon as practicable following the calendar year of your death. In the event of your death following a Change of Control, the Payout Share Units and the Final Award Date will be determined as described above. 8. Determination of Payout Share Units Upon Death or a Change of Control Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death (or if you die following a termination of employment with PNC due to Disability or Retirement or following an Anticipatory Termination), but prior to the Committee-determined Final Award Date, then the total number of Payout Share Units is calculated based on (a) target corporate performance for all Performance Years and (b) actual risk performance for the completed Performance Years and the Performance Year in which the date of death occurs, and no risk adjustments for any remaining years in the Performance Period. The amount of Payout Share Units is rounded down to the nearest whole share unit. This amount is not pro-rated, but remains subject to the Committee’s exercise of discretion. If a Change of Control occurs after your death and in the same calendar year of your death (but prior to the time the EX 10.34


 
-9- Committee makes a Final Award determination), the Final Award will be calculated as described below under “Change of Control” as though you remained continuously employed with PNC as of the Change of Control. Change of Control Upon a Change of Control, the total number of Payout Share Units is calculated based on (a) target corporate performance for all Performance Years and (b) actual risk performance for the completed Performance Years, rounded down to the nearest whole share unit. For any remaining Performance Years (including the year of the Change of Control), if the CET1 Ratio was not met or exceeded as of the quarter-end immediately preceding the Change of Control, then for each Performance Year, one- third of the target number of PSUs will be forfeited and expire as of the Change of Control. The Committee does not have discretion to adjust this amount of Payout Share Units. 9. Definition of Change of Control Coverage Period “Change of Control Coverage Period” means a period commencing on the occurrence of a Change of Control Triggering Event (defined below) and ending upon the earlier to occur of (a) the date of a Change of Control Failure (defined below) and (b) the date of a Change of Control. After the termination of any Change of Control Coverage Period, another Change of Control Coverage Period will commence upon the occurrence of another Change of Control Triggering Event. For purposes of this definition:  a “Change of Control Triggering Event” means the occurrence of either of the following: (i) the Board or the Corporation’s shareholders approve a Business Combination, other than an Excluded Combination (as defined in the definition of Change of Control in Appendix B), or (ii) the commencement of a proxy contest in which any Person seeks to replace or remove a majority of the members of the Board  a “Change of Control Failure” means: (x) with respect to a Change of Control Triggering Event, the Corporation’s shareholders vote against the transaction approved by the Board or the agreement EX 10.34


 
-10- to consummate the transaction is terminated; or (y) with respect to a Change of Control Triggering Event described in clause (ii) of the definition above, the proxy contest fails to replace or remove a majority of the members of the Board. 10. Committee Determination The Committee may make prospective adjustments to the Award. All determinations made by the Committee or otherwise by PNC hereunder shall be made in its sole discretion and shall be final, binding and conclusive for all purposes on all parties. EX 10.34


 
-i- EXHIBIT 1: CORPORATE PERFORMANCE FACTOR Once Average ROE and Relative Average EPS Growth are determined, the Corporate Performance Factor is calculated using the table below. Bilinear interpolation applies for performance between the threshold and maximum levels (in either direction). If Average ROE falls below the threshold in the table below, and PNC’s percentile rank relating to average relative EPS is at or below the 25th percentile, the award is eligible for forfeiture. The calculated payout percentage will range from 0.00% to 150.00%. 2022-2024 PSU Payout Grid Three-Year Average EPS Growth (relative) PNC Percent Rank at the 25th percentile or below PNC Percent Rank at the 50th percentile PNC Percent Rank at the 75th percentile or above T h re e- Y ea r A ve ra ge R O E (a b so lu te ) 13.00% 100.0% 125.0% 150.0% 11.50% 87.5% 112.5% 137.5% 10.50% 75.0% 100.0% 125.0% 9.50% 62.5% 87.5% 100.0% 8.00% 50.0% 75.0% 87.5% Below 0.0% 25.0% 50.0% EX 10.34


 
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf as of the Grant Date. THE PNC FINANCIAL SERVICES GROUP, INC. By: Chief Executive Officer ATTEST: By: Corporate Secretary ACCEPTED AND AGREED TO by GRANTEE ___________________________________ Grantee EX 10.34


 

ex1035-2022formofrestric
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN * * * RESTRICTED SHARE UNITS AWARD AGREEMENT This Agreement sets forth the terms and conditions of your restricted share unit award made pursuant to The PNC Financial Services Group, Inc. 2016 Incentive Award Plan and any sub-plans thereto (this “Agreement”). Appendix A to this Agreement sets forth additional terms and conditions of the Award, including restrictive covenant provisions. Appendix B to this Agreement sets forth certain definitions applicable to this Agreement generally. Appendix C to this Agreement sets forth the risk performance-based vesting conditions applicable to the Award and certain related definitions. Capitalized terms not otherwise defined in the body of this Agreement have the meaning ascribed to such terms in the Plan or Appendices A, B or C. The Corporation and the Grantee named below (referenced in this Agreement as “you” or “your”) agree as follows: Subject to your timely acceptance of this Agreement (as described in Section A below), the Corporation grants to you the Award set forth below, subject to the terms and conditions of the Plan and this Agreement. A. GRANT AND ACCEPTANCE OF RSUs GRANTEE #ParticipantName# GRANT DATE #GrantDate# AWARD #QuantityGranted# Restricted share units (“RSUs”), each representing a right to receive one Share, and related Dividend Equivalents award, payable in cash. AWARD ACCEPTANCE; AWARD EFFECTIVE DATE You must accept this Award by delivering an executed unaltered copy of this Agreement to the Corporation within 30 days of your receipt of this Agreement. Upon such execution and delivery of this Agreement by both you and the Corporation, this Agreement is effective as of the Grant Date (the “Award Effective Date”). If you do not properly accept this Award, the Corporation may, in its sole discretion, cancel the Award at any time thereafter. EX 10.35


 
-2- B. VESTING REQUIREMENTS B.1 An Award becomes vested only upon satisfaction of both the service-based vesting requirements and the risk performance-based vesting requirements set forth below. SERVICE-BASED VESTING REQUIREMENTS The Award is divided into three approximately equal portions that will satisfy the service-based vesting requirements ratably over three years (each portion, a “Tranche”) on three “Scheduled Vesting Dates”, as follows:  the service-based vesting requirement for the first Tranche will be satisfied on the 1st anniversary of the Grant Date,  the service-based vesting requirement for the second Tranche will be satisfied on the 2nd anniversary of the Grant Date, and  the service-based vesting requirement for the third Tranche will be satisfied on the 3rd anniversary of the Grant Date; in each case, provided you remain continuously employed by PNC through and including the applicable Scheduled Vesting Date (or such earlier date as prescribed by Section B.2 below). RISK PERFORMANCE- BASED VESTING REQUIREMENTS Provided the service-based vesting requirements have been met, each Tranche will vest on the applicable Scheduled Vesting Date upon satisfaction of the risk performance metric applicable to that Tranche, as set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO SCHEDULED VESTING DATE(S) ON VESTING REQUIREMENTS RETIREMENT Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated due to your Retirement, and not for Cause, then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Scheduled Vesting Date(s), subject to satisfaction of the risk EX 10.35


 
-3- performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DISABILITY Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated by PNC due to your Disability, and not for Cause, then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Scheduled Vesting Date(s), subject to satisfaction of the risk performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DEATH Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, but prior to a Change of Control or any Scheduled Vesting Date(s), then the service-based requirements of the Award will be satisfied as of your date of death, and the risk performance-based vesting requirements will be satisfied as further described in Appendix C. ANTICIPATORY TERMINATION Notwithstanding anything to the contrary in this Agreement, if your termination of employment with PNC is an Anticipatory Termination, then the service-based vesting requirements of the Award will be satisfied as of the Termination Date, but the Award will not vest and become payable until the Scheduled Vesting Date(s), subject to satisfaction of the risk performance-based vesting requirements and your continued compliance with the terms of this Agreement. TERMINATION FOLLOWING A CHANGE OF CONTROL Notwithstanding anything to the contrary in this Agreement, if you have been continuously employed by PNC, including any successor entity, through the date of a Change of Control, and your employment with PNC is terminated following such Change of Control but prior to a Scheduled Vesting Date(s), either (a) by PNC other than for Misconduct or (b) by you for Good Reason (a EX 10.35


 
-4- “Qualifying Termination”), then the service-based requirements of the Award will be satisfied as of your Termination Date, and the risk performance- based vesting requirements will be satisfied with respect to any outstanding Tranches as described in Appendix C. For the avoidance of doubt, upon the occurrence of a Change of Control, the Award will not become vested until the service-based vesting requirements are satisfied, either on the Scheduled Vesting Dates as set forth in Section B.1. or as a result of your Retirement, your termination of employment by reason of death, Disability or an Anticipatory Termination or the occurrence of a Qualifying Termination. C. FORFEITURE C.1 FORFEITURE UPON FAILURE TO MEET VESTING REQUIREMENTS Except as otherwise provided in Section B.2 above, if you cease to be an employee of PNC prior to an applicable Scheduled Vesting Date and the satisfaction of the risk performance-based vesting requirements, you will not have satisfied the vesting requirements and the outstanding portion of the Award will be automatically forfeited and cancelled as of your Termination Date. C.2 FORFEITURE IN CONNECTION WITH DETRIMENTAL CONDUCT At any time prior to a Scheduled Vesting Date, to the extent that PNC (acting through a PNC Designated Person) determines in its sole discretion (a) that you have engaged in Detrimental Conduct and (b) to forfeit and cancel all or a specified portion of the outstanding Award as a result of such determination, then such portion will be forfeited and cancelled effective as of the date of such determination. Upon such determination, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the Award under this Agreement. EX 10.35


 
-5- D. DIVIDEND EQUIVALENTS D.1 GENERALLY As of the Award Effective Date, you will be entitled to earn accrued cash Dividend Equivalents on the final number of vested RSUs for each Tranche, in an amount equal to the cash dividends that would have been paid (without interest or reinvestment) between the Grant Date and the Scheduled Vesting Date for that Tranche (or such earlier date in the event of your death or a Change of Control), as though you were the record holder of such RSUs, and such RSUs had been issued and outstanding shares on the Grant Date through the Scheduled Vesting Date for that Tranche (or such earlier date in the event of your death or a Change of Control). D.2 ACCRUED DIVIDEND EQUIVALENT PAYMENTS (a) Generally. Accrued Dividend Equivalents will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the applicable Tranche vests and pays out (at which point such Dividend Equivalents will terminate). Dividend Equivalents are subject to the same vesting requirements and payout size adjustments as the Tranche to which they relate. If the RSUs to which such Dividend Equivalents relate are forfeited and cancelled, such related Dividend Equivalents will also be forfeited and cancelled without payment of any consideration by PNC. (b) Payment Upon a Change of Control. Accrual of Dividend Equivalents will cease as of the Change of Control. Upon a Change of Control, Dividend Equivalents accrued (without reinvestment or interest) between the Grant Date and the Change of Control will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the applicable Tranche vests and pays out, as if you were the record holder of the number of Shares equal to the number of vested RSUs underlying such Tranche from the Grant Date through the date of the Change of Control. EX 10.35


 
-6- E. PAYMENT OF THE AWARD E.1 PAYMENT TIMING Except as otherwise provided below, vested RSUs that remain outstanding will be settled as soon as practicable following (i) the applicable Scheduled Vesting Date (but no later than March 15th following the year the applicable Scheduled Vesting Date occurs), or (ii) your date of death, if your date of death is prior to the last Scheduled Vesting Date (but no later than December 31st of the year following the year of your death). E.2 FORM OF PAYMENT; AMOUNT (a) Payment Generally. Except as provided in subsection (b) below, vested RSUs will be settled at the time set forth in this Section E.1 by delivery to you of that number of whole Shares equal to the number of RSUs less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. (b) Payment On or After a Change of Control. Upon vesting on or after a Change of Control, vested RSUs will be settled at the time set forth in Section E.1 by payment to you of cash in an amount equal to that number of whole Shares equal to the number of vested RSUs, multiplied by the then current Fair Market Value of a share of Common Stock on the date of the Change of Control (subject to any applicable adjustment pursuant to Section 2 of Appendix A), less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. Related accrued Dividend Equivalent payments will be paid to you in cash as described in Section D.2(b). No interest will be paid with respect to any such payments made pursuant to this Section E. F. RESTRICTIVE COVENANTS Upon your acceptance of this Award, you shall become subject to the restrictive covenant provisions set forth in Section 1 of Appendix A. G. CLAWBACK The Award, and any right to receive and retain any Shares (if applicable), cash or other value pursuant to the Award, is subject to rescission, cancellation or recoupment, in whole or in part, if and to the EX 10.35


 
-7- extent so provided under the Corporation’s Incentive Compensation Adjustment and Clawback Policy, as in effect from time to time with respect to the Award, or any other applicable clawback, adjustment or similar policy in effect on or established after the Grant Date and to any clawback or recoupment that may be required by applicable law or regulation. By accepting this Award, you agree that you are obligated to provide all assistance necessary to the Corporation to recover or recoup the Shares, cash or other value pursuant to the Award which are subject to recovery or recoupment pursuant to applicable law, government regulation, stock exchange listing requirement or PNC policy. Such assistance shall include completing any documentation necessary to recover or recoup the Shares, cash or other value pursuant to the Award from any accounts you maintain with PNC or any pending or future compensation. A copy of the Incentive Compensation Adjustment and Clawback Policy is included in the materials distributed to you with this Agreement. EX 10.35


 
--1-- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX A ADDITIONAL PROVISIONS 1. Restrictive Covenants. You and PNC acknowledge and agree that you have received adequate consideration with respect to enforcement of the provisions of this Section 1 by virtue of accepting this Award (regardless of whether the Award or any portion thereof is ultimately settled and paid to you); that such provisions are reasonable and properly required for the adequate protection of the business of PNC and its subsidiaries; and that enforcement of such provisions will not prevent you from earning a living. (a) Non-Solicitation; No-Hire. You agree to comply with the provisions of this Section 1(a) during the period of your employment with PNC and the 12-month period following your Termination Date, regardless of the reason for such termination of employment, as follows: i. Non-Solicitation. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, solicit, call on, do business with, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any Person that you should reasonably know (A) is a customer of PNC for which PNC provides any services as of your Termination Date, or (B) was a customer of PNC for which PNC provided any services at any time during the 12 months preceding your Termination Date, or (C) was, as of your Termination Date, considering retention of PNC to provide any services. ii. No-Hire. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, employ or offer to employ, call on, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any employee of PNC. You also will not assist any other Person in such activities. Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your termination of employment with PNC is an Anticipatory Termination, then commencing immediately after your Termination Date, the provisions of Section 1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the following provision: “No-Hire. You agree that you will not, for a period of one year EX 10.35


 
-- 2 -- after your Termination Date, employ or offer to employ, solicit, actively interfere with PNC’s or any PNC affiliate’s relationship with, or attempt to divert or entice away, any officer of PNC or any affiliate of PNC.” (b) Confidentiality. During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of PNC whether or not conceived of or prepared by you, other than (i) information generally known in PNC’s industry or acquired from public sources, (ii) as required in the course of employment by PNC, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of PNC. Nothing in this Agreement, including this Section 1(b), is intended to limit you from reporting possible violations of law or regulation to any governmental entity or any self-regulatory organization or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. You further understand and agree that you are not required to contact or receive consent from PNC before engaging in such communications with any such authorities. (c) Ownership of Inventions. You will promptly and fully disclose to PNC any and all inventions, discoveries, improvements, ideas or other works of inventorship or authorship, whether or not patentable, that have been or will be conceived and/or reduced to practice by you during the term of your employment with PNC, whether alone or with others, and that are (i) related directly or indirectly to the business or activities of PNC or (ii) developed with the use of any time, material, facilities or other resources of PNC (“Developments”). You agree to assign and hereby do assign to PNC or its designee all of your right, title and interest, including copyrights and patent rights, in and to all Developments. You will perform all actions and execute all instruments that PNC or any subsidiary will deem necessary to protect or record PNC’s or its designee’s interests in the Developments. The obligations of this Section 1(c) will be performed by you without further compensation and will continue beyond your Termination Date. (d) Enforcement Provisions. You understand and agree to the following provisions regarding enforcement of Section 1 of this Agreement: i. Equitable Remedies. A breach of the provisions of Sections 1(a) – 1(c) will cause PNC irreparable harm, and PNC will therefore be entitled to seek issuance of immediate, as well as permanent, injunctive relief restraining you, and each and every person and entity acting in concert or participating with you, from initiation and/or continuation of such breach. ii. Tolling Period. If it becomes necessary or desirable for PNC to seek compliance with the provisions of Section 1(a) by legal proceedings, the period during which you will comply with said provisions will extend for a period of 12 months from the date PNC institutes legal proceedings for injunctive or other relief. EX 10.35


 
-- 3 -- iii. Reform. If any of Sections 1(a) – 1(c) are determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which the restriction applies, it is the intent of both parties that the court reduce and reform the restriction so as to apply the greatest limitations considered enforceable by the court. iv. Waiver of Jury Trial. Each of you and PNC hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 1(a) – 1(c). v. Application of Defend Trade Secrets Act. Regardless of any other provision in this Agreement, you may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets under certain limited circumstances, as set forth in PNC’s Defend Trade Secrets Act policy. The policy is available for viewing on PNC’s intranet under the “PNC Ethics” page. 2. Capital Adjustments upon a Change of Control. Upon the occurrence of a Change of Control, (a) the number, class and kind of RSUs then outstanding under the Award will automatically be adjusted to reflect the same changes as are made to outstanding shares of Common Stock generally, (b) the value per share unit of any share- denominated award amount will be measured by reference to the per share value of the consideration payable to a holder of Common Stock in connection with such Corporate Transaction or Transactions if applicable, and (c) with respect to stock-payable RSUs only, if the effect of the Corporate Transaction or Transactions on a holder of Common Stock is to convert that shareholder’s holdings into consideration that does not consist solely (other than as to a minimal amount) of shares of Common Stock, then the entire value of any payment to be made to you will be made solely in cash at the applicable time specified in this Agreement. 3. Fractional Shares. No fractional Shares will be delivered to you. If the outstanding vested RSUs being settled in Shares include a fractional interest, such fractional interest will be eliminated by rounding down to the nearest whole share unit. 4. No Rights as a Shareholder. You will have no rights as a shareholder of the Corporation by virtue of this Award unless and until Shares are issued and delivered in settlement of the Award pursuant to and in accordance with this Agreement. 5. Transfer Restrictions. (a) The Award may not be sold, assigned, transferred, exchanged, pledged, or otherwise alienated or hypothecated. (b) If you are deceased at the time any outstanding vested RSUs are settled and paid out in accordance with the terms of this Agreement, such delivery of Shares, cash payment or other payment (as applicable) shall be made to the executor or administrator of your estate or to your other legal representative or, as permitted under EX 10.35


 
-- 4 -- the election procedures of the Plan’s third-party administrator, to your designated beneficiary, in each case, as determined in good faith by the Corporation. Any delivery of Shares, cash payment or other payment made in good faith by the Corporation to your executor, other legal representative or permissible designated beneficiary, or retained by the Corporation for taxes pursuant to Section 6 of this Appendix A, shall extinguish all right to payment hereunder. 6. Withholding Taxes. (a) You shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes), penalties and interest that you incur in connection hereunder. The Corporation will, at the time any withholding tax obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by PNC in connection therewith from amounts then payable hereunder to you. (b) If any such withholding is required prior to the time amounts are payable to you hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to you or as otherwise determined by PNC. (c) The Corporation will withhold cash from any amounts then payable to you hereunder that are settled in cash. Unless the Committee or PNC Designated Person determines otherwise, with respect to stock-payable RSUs only, the Corporation will retain whole Shares from any amounts then payable to you hereunder (or pursuant to any other RSUs previously awarded to you under the Plan) in the form of Shares. For purposes of this Section 6(c), Shares retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises (as such date is determined by the Corporation). 7. Employment. Neither the granting of the Award nor any payment with respect to such Award authorized hereunder nor any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of PNC to employ you for any period or in any way alter your status as an employee at will. 8. Miscellaneous. (a) Subject to the Plan and Interpretations. In all respects the Award and this Agreement are subject to the terms and conditions of the Plan, which has been made available to you and is incorporated herein by reference. The terms of the Plan will not be considered an enlargement of any benefits under this Agreement. If the Plan and this Agreement conflict, the provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are binding on you and PNC. (b) Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provisions. Any dispute or claim arising out of or relating to this EX 10.35


 
-- 5 -- Agreement or claim of breach hereof will be brought exclusively in the Federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. By execution of this Agreement, you and PNC hereby consent to the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with this Agreement. (c) Headings; Entire Agreement. Headings used in this Agreement are provided for reference and convenience only, are not considered part of this Agreement, and will not be employed in the construction of this Agreement. This Agreement, including any appendices or exhibits attached hereto, constitutes the entire agreement between you and PNC with respect to the subject matters addressed herein, and supersedes all other discussions, negotiations, correspondence, representations, understandings and agreements between the parties concerning the subject matters hereof. (d) Modification. Modifications or adjustments to the terms of this Agreement may be made by the Corporation as permitted in accordance with the Plan or as provided for in this Agreement. No other modification of the terms of this Agreement will be effective unless embodied in a separate, subsequent writing signed by you and by an authorized representative of the Corporation. (e) No Waiver. Failure of PNC to demand strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any such term, covenant or condition on any occasion or on multiple occasions be deemed a waiver or relinquishment of such term, covenant or condition. (f) Severability. The restrictions and obligations imposed by this Agreement are separate and severable, and it is the intent of both parties that if any restriction or obligation imposed by any of these provisions is deemed by a court of competent jurisdiction to be void for any reason whatsoever, the remaining provisions, restrictions and obligations will remain valid and binding upon you. (g) Applicable Laws. Notwithstanding anything in this Agreement, PNC will not be required to comply with any term, covenant or condition of this Agreement if and to the extent prohibited by law, including but not limited to Federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over PNC. (h) Compliance with Section 409A of the Internal Revenue Code. It is the intention of the parties that the Award and this Agreement comply with the provisions of Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are applicable. This Agreement will be administered in a manner consistent with this intent, including as set forth in Section 20 of the Plan. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury EX 10.35


 
-- 6 -- Regulations), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX 10.35


 
-i- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX B DEFINITIONS Certain Definitions. Except as otherwise provided, the following definitions apply for purposes of this Agreement. “Anticipatory Termination” means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control. “Award Effective Date” has the meaning set forth in Section A of this Agreement. “Change of Control” means: (a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding PNC Voting Securities”). The following acquisitions will not constitute a Change of Control for purposes of this definition: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation (an “Affiliated Company”), (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the Incumbent Board (as defined below) as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this definition, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of the Corporation, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual was a member of the Incumbent Board, but EX 10.35


 
-ii- excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”). A transaction otherwise meeting the definition of Business Combination will not be treated as a Change of Control if following completion of the transaction all or substantially all of the beneficial owners of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as the case may be (such a Business Combination, an “Excluded Combination”); or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. “Competitive Activity” means any participation in, employment by, ownership of any equity interest exceeding one percent in, or promotion or organization of, any Person other than PNC (1) engaged in business activities similar to some or all of the business activities of PNC during your employment or (2) engaged in business activities that you know PNC intends to enter within the next 12 months (or, if after your Termination Date, within the first 12 months after your Termination Date), in either case whether you are acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. For purposes of Competitive Activity as defined herein (and as such similar term is defined in any equity-based award agreement held by you), the term “subsidiary” will not include any company in which PNC holds an interest pursuant to its merchant banking authority. “Detrimental Conduct” means: (a) You have engaged in, without the prior written consent of PNC (with consent to be given or withheld at PNC’s sole discretion), in any Competitive Activity in EX 10.35


 
-iii- the Restricted Territory at any time during the period of your employment with PNC and the 12-month period following your Termination Date; (b) any act of fraud, misappropriation, or embezzlement by you against PNC or one of its subsidiaries or any client or customer of PNC or one of its subsidiaries; or (c) you are convicted (including a plea of guilty or of nolo contendere) of, or you enter into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of your employment or other service relationship with PNC. You will be deemed to have engaged in Detrimental Conduct for purposes of this Agreement only if and when the Committee or other PNC Designated Person determines that you have engaged in conduct described in clause (a) or clause (b) above or that an event described in clause (c) above has occurred with respect to you. Detrimental Conduct will not apply to conduct by or activities of successors to the Award by will or the laws of descent and distribution in the event of your death. No determination that you have engaged in Detrimental Conduct may be made (x) on or after your Termination Date if your termination of employment was an Anticipatory Termination or (y) between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control. “Good Reason” means the definition of Good Reason contained in the Change of Control Employment Agreement between you and PNC or any substitute employment agreement entered into between you and PNC then in effect or, if none, the occurrence of any of the following events without your consent: (a) the assignment of any duties to you inconsistent in any material respect with your position (including status, offices, titles and reporting requirements), or any other material diminution in such position, authority, duties or responsibilities; (b) any material reduction in your rate of base salary or the amount of your annual bonus opportunity (or, if less, the bonus opportunity established for PNC’s similarly situated employees for any year), or a material reduction in the level of any other employee benefits for which you are eligible receive below those offered to PNC’s similarly situated employees; (c) PNC’s requiring you to be based at any office or location outside of a fifty (50)-mile radius from the office where you were employed on the Grant Date; (d) any action or inaction that constitutes a material breach by PNC of any agreement entered into between you and PNC; or (e) the failure by PNC to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business EX 10.35


 
-iv- and/or assets of PNC to assume expressly and agree to perform this Agreement in the same manner and to the same extent that PNC would be required to perform it if no such succession had taken place. Notwithstanding the foregoing, none of the events described above shall constitute Good Reason unless and until (i) you first notify PNC in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its initial occurrence, (ii) PNC fails to cure such condition within 30 days after receipt of such written notice, and (iii) you terminate employment within two years of its initial occurrence. Your mental or physical incapacity following the occurrence of an event described above in clauses (a) through (e) shall not affect your ability to terminate employment for Good Reason, and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason. “Misconduct” means, as it relates to an Anticipatory Termination or following a Change of Control, (a) your willful and continued failure to substantially perform your duties with PNC (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or the CEO that specifically identifies the manner in which the Board or the CEO believes that you have not substantially performed your duties; or (b) your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to PNC or any of its subsidiaries. For purposes of clauses (a) and (b), no act or failure to act, on your part, shall be considered willful unless it is done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of PNC. Any act, or failure to act, based upon the instructions or prior approval of the Board, the CEO or your superior or based upon the advice of counsel for PNC, will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of PNC. Your cessation of employment will be deemed to be a termination of your employment with PNC for Misconduct only if and when there shall have been delivered to you, as part of the notice of your termination, a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a Board meeting called and held for the purpose of considering such termination, finding on the basis of clear and convincing evidence that, in the good faith opinion of the Board, you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail. Such resolution shall be adopted only after (i) reasonable notice of such Board meeting is provided to you, together with written notice that PNC believes that you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail, and (ii) you are given an opportunity, together with counsel, to be heard before the Board. EX 10.35


 
-v- “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act. “PNC Designated Person” means (a) the Committee or its delegate if you are (or were when you ceased to be an employee of PNC) either a Group 1 covered employee (Corporate Executive Group member) including any equivalent successor classification or subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PNC securities (or both); or (b) the Committee, the CEO, or the Chief Human Resources Officer of PNC, or any other individual or group as may be designated by one of the foregoing to act as PNC Designated Person for purposes of this Agreement. “Qualifying Termination” has the meaning set forth in Section B of this Agreement. “Restricted Territory” means (a) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United States or Canada as of the Termination Date, the United States and Canada, (b) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United Kingdom as of the Termination Date, the United Kingdom or (c) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in Germany as of the Termination Date, Germany or the United Kingdom. “Retirement” means your termination of employment with PNC at any time for any reason (other than termination of employment by reason of your death, by PNC for Cause or by reason of termination of employment in connection with a divestiture of assets or a divestiture of one or more subsidiaries of PNC if the Committee or the CEO or his or her designee so determines prior to such divestiture) on or after the first date on which you have both attained at least age 55 and completed five years of service, where a year of service is determined in the same manner as the determination of a year of vesting service calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan. “Termination Date” means the last day of your employment with PNC. If you are employed by a Subsidiary that ceases to be a Subsidiary or ceases to be a consolidated subsidiary of the Corporation under U.S. generally accepted accounting principles and you do not continue to be employed by or otherwise have a Service Relationship with PNC, then for purposes of this Agreement, your employment with PNC terminates effective at the time this occurs. EX 10.35


 
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX C RISK PERFORMANCE-BASED VESTING CONDITIONS The following table sets forth the risk performance-based vesting conditions of the Award: 1. Generally The Award is divided into three Tranches, with the first Tranche relating to the 2022 performance year, the second Tranche relating to the 2023 performance year, and the third tranche relating to the 2024 performance year (each such year, a “Performance Year”). Each Tranche must satisfy a risk-related performance metric based on whether PNC has met or exceeded the common equity Tier 1 capital spot ratio limit as then in effect and applicable to The PNC Financial Services Group, Inc. (“CET1 Ratio”) (which may be on a pro forma fully phased-in basis, if applicable) as set forth in PNC’s Enterprise Capital Management Policy (or any successor policy) and monitored at least quarterly. “PNC” for purposes of this Appendix C as it refers to risk performance-based vesting conditions means the Corporation and its consolidated subsidiaries for financial reporting purposes. 2. Applying the Risk Performance Metric (a) CET1 Ratio Generally. Each Tranche is subject to a risk performance factor based on whether PNC has met or exceeded the CET1 Ratio as of the last day of each Performance Year. The current CET1 Ratio is 7.0%. (b) Determination of Annual CET1 Ratio. As soon as practicable following the end of each Performance Year, PNC will present information to the Committee relating to (i) the CET1 Ratio compared to (ii) the actual CET1 Ratio achieved by PNC with respect to that Performance Year, based on PNC’s publicly reported financial results for the period ending on the applicable end date. Except as EX 10.35


 
-2- otherwise provided in paragraph 5 in the event of your death or a Change of Control, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Committee will be able to make its determination in late January or early February following a Performance Year.  If PNC meets or exceeds the CET1 Ratio for a Performance Year, the risk performance metric is satisfied.  If PNC does not meet the CET1 Ratio for a Performance Year, the applicable Tranche is eligible for forfeiture as determined by the Committee prior to settlement of the Tranche. 3. Risk Performance Review Adjustment In addition, and independent from the CET1 Ratio performance metric described in paragraph 2 above, with respect to each Tranche and prior to the settlement of that Tranche, the Committee has the discretion to conduct a risk performance review relating to a risk-related action of potentially material consequence to PNC. If the Committee exercises its discretion to conduct a risk performance review, the Committee will review and determine if a downward adjustment for risk performance is appropriate for the applicable Tranche. Any determination to conduct a risk performance review will be made shortly after the close of the Performance Year, but no later than the 45th day following the close of the Performance Year, and any required review will be conducted no later than two and a half-months after the close of the Performance Year. 4. Determination of Final Number of RSUs Following the Performance Year, the Committee determines whether to approve the number of RSUs subject to the applicable Tranche, a lower number or zero based on application of the risk performance metric (described in paragraph 2) or any risk-related adjustment resulting from a risk performance review (described in paragraph 3), rounded down to the nearest whole Unit. In no event can the size of the Tranche be greater than 100.00% of the target number of RSUs subject to that Tranche. EX 10.35


 
-3- 5. Determination of Risk Performance Metric Upon Death or a Change of Control Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, in any case, prior to a Change of Control or the last Scheduled Vesting Date, then all risk performance-based conditions will be met with respect to the outstanding portion of your Award, unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee (including a Committee determination made immediately preceding the date of the Change of Control), in which case such Tranche will vest based on actual performance as determined by the Committee. For the avoidance of doubt, in the event of your death following a Change of Control, the risk performance metric for any then-outstanding Tranche will be determined as provided in the “Change of Control” paragraph below. Change of Control Notwithstanding anything to the contrary in this Agreement and subject to your satisfaction of the service- based vesting requirements, any outstanding Tranches for which no performance factors have been determined at the time of a Change of Control will be risk performance- adjusted, as follows:  If a Change of Control occurs after a completed Performance Year, but prior to the Scheduled Vesting Date for that Tranche, the actual CET1 Ratio for that Performance Year will continue to apply to that Tranche, and  For any Performance Year not completed prior to a Change of Control, if the CET1 Ratio was not met as of the quarter-end date immediately preceding the Change of Control (or if the Change of Control falls on a quarter-end date, and such information is available and applicable for such date, the date of the Change of Control), then all remaining Tranches will be forfeited and expire as of the Change of Control. For the avoidance of doubt: EX 10.35


 
-4-  If the CET1 Ratio was not met as of the applicable quarter-end performance measurement date, the Award will be forfeited by you as of the Change of Control.  Tranches where the CET1 Ratio was met and that remain outstanding will be paid out, without further Dividend Equivalents or any interest, on the Scheduled Vesting Dates (or earlier, in the event of your death) upon your satisfaction of the service- based vesting requirements. 6. Committee Determination The Committee may make prospective adjustments to the Award. All determinations made by the Committee or otherwise by PNC hereunder shall be made in its sole discretion and shall be final, binding and conclusive for all purposes on all parties. EX 10.35


 
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf as of the Grant Date. THE PNC FINANCIAL SERVICES GROUP, INC. By: Chief Executive Officer ATTEST: By: Corporate Secretary ACCEPTED AND AGREED TO by GRANTEE ___________________________________ Grantee EX 10.35


 

ex1036-2022formofrestric
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN * * * RESTRICTED SHARE UNITS AWARD AGREEMENT This Agreement sets forth the terms and conditions of your restricted share unit award made pursuant to The PNC Financial Services Group, Inc. 2016 Incentive Award Plan and any sub-plans thereto (this “Agreement”). Appendix A to this Agreement sets forth additional terms and conditions of the Award, including restrictive covenant provisions. Appendix B to this Agreement sets forth certain definitions applicable to this Agreement generally. Appendix C to this Agreement sets forth the risk performance-based vesting conditions applicable to the Award and certain related definitions. Capitalized terms not otherwise defined in the body of this Agreement have the meaning ascribed to such terms in the Plan or Appendices A, B or C. The Corporation and the Grantee named below (referenced in this Agreement as “you” or “your”) agree as follows: Subject to your timely acceptance of this Agreement (as described in Section A below), the Corporation grants to you the Award set forth below, subject to the terms and conditions of the Plan and this Agreement. A. GRANT AND ACCEPTANCE OF RSUs GRANTEE #ParticipantName# GRANT DATE #GrantDate# AWARD #QuantityGranted# Restricted share units (“RSUs”), each representing a right to receive one Share, and related Dividend Equivalents award, payable in cash. AWARD PROGRAM Senior Leader Program AWARD ACCEPTANCE; AWARD EFFECTIVE DATE You must accept this Award by delivering an executed unaltered copy of this Agreement to the Corporation within 30 days of your receipt of this Agreement. Upon such execution and delivery of this Agreement by both you and the Corporation, this Agreement is effective as of the Grant Date (the “Award Effective Date”). If you do not properly accept this Award, the Corporation may, in its sole discretion, cancel the Award at any time thereafter. EX 10.36


 
-2- B. VESTING REQUIREMENTS B.1 An Award becomes vested only upon satisfaction of both the service-based vesting requirements and the risk performance-based vesting requirements set forth below. SERVICE-BASED VESTING REQUIREMENTS The Award is divided into three approximately equal portions that will satisfy the service-based vesting requirements ratably over three years (each portion, a “Tranche”) on three “Scheduled Vesting Dates”, as follows:  the service-based vesting requirement for the first Tranche will be satisfied on the 1st anniversary of the Grant Date,  the service-based vesting requirement for the second Tranche will be satisfied on the 2nd anniversary of the Grant Date, and  the service-based vesting requirement for the third Tranche will be satisfied on the 3rd anniversary of the Grant Date; in each case, provided you remain continuously employed by PNC through and including the applicable Scheduled Vesting Date (or such earlier date as prescribed by Section B.2 below). RISK PERFORMANCE- BASED VESTING REQUIREMENTS Provided the service-based vesting requirements have been met, each Tranche will vest on the applicable Scheduled Vesting Date upon satisfaction of the risk performance metric applicable to that Tranche, as set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO SCHEDULED VESTING DATES ON VESTING REQUIREMENTS RETIREMENT Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated due to your Retirement, and not for Cause (as determined by a PNC Designated Person), then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Scheduled Vesting EX 10.36


 
-3- Date(s), subject to satisfaction of the risk performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DISABILITY Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated by PNC due to your Disability, and not for Cause (as determined by a PNC Designated Person), then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Scheduled Vesting Date(s), subject to satisfaction of the risk performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DEATH Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, but prior to a Change of Control or any Scheduled Vesting Date(s), then the service-based requirements of the Award will be satisfied as of your date of death, and the risk performance-based vesting requirements will be satisfied as further described in Appendix C. ANTICIPATORY TERMINATION Notwithstanding anything to the contrary in this Agreement, if your termination of employment with PNC is an Anticipatory Termination, then the service-based vesting requirements of the Award will be satisfied as of the Termination Date, but the Award will not vest and become payable until the Scheduled Vesting Date(s), subject to satisfaction of the risk performance-based vesting requirements and your continued compliance with the terms of this Agreement. TERMINATION FOLLOWING A CHANGE OF CONTROL Notwithstanding anything to the contrary in this Agreement, if you have been continuously employed by PNC, including any successor entity, through the date of a Change of Control, and your employment with PNC is terminated following such Change of Control but prior to a Scheduled EX 10.36


 
-4- Vesting Date(s), either (a) by PNC other than for Misconduct or (b) by you for Good Reason (a “Qualifying Termination”), then the service-based requirements of the Award will be satisfied as of your Termination Date, and the risk performance- based vesting requirements will be satisfied with respect to any outstanding Tranches as described in Appendix C. For the avoidance of doubt, upon the occurrence of a Change of Control, the Award will not become vested until the service-based vesting requirements are satisfied, either on the Scheduled Vesting Dates as set forth in Section B.1. or as a result of your Retirement, your termination of employment by reason of death, Disability or an Anticipatory Termination or the occurrence of a Qualifying Termination. C. FORFEITURE C.1 FORFEITURE UPON FAILURE TO MEET VESTING REQUIREMENTS Except as otherwise provided in Section B.2 above, if you cease to be an employee of PNC prior to an applicable Scheduled Vesting Date and the satisfaction of the risk performance-based vesting requirements, you will not have satisfied the vesting requirements and the outstanding portion of the Award will be automatically forfeited and cancelled as of your Termination Date. C.2 FORFEITURE IN CONNECTION WITH DETRIMENTAL CONDUCT At any time prior to a Scheduled Vesting Date, to the extent that PNC (acting through a PNC Designated Person) determines in its sole discretion (a) that you have engaged in Detrimental Conduct and (b) to forfeit and cancel all or a specified portion of the outstanding Award as a result of such determination, then such portion will be forfeited and cancelled effective as of the date of such determination. Upon such determination, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the Award under this Agreement. EX 10.36


 
-5- D. DIVIDEND EQUIVALENTS D.1 GENERALLY As of the Award Effective Date, you will be entitled to earn accrued cash Dividend Equivalents on the final number of vested RSUs for each Tranche, in an amount equal to the cash dividends that would have been paid (without interest or reinvestment) between the Grant Date and the Scheduled Vesting Date for that Tranche (or such earlier date in the event of your death or a Change of Control), as though you were the record holder of such RSUs, and such RSUs had been issued and outstanding shares on the Grant Date through the Scheduled Vesting Date for that Tranche (or such earlier date in the event of your death or a Change of Control). D.2 ACCRUED DIVIDEND EQUIVALENT PAYMENTS (a) Generally. Accrued Dividend Equivalents will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the applicable Tranche vests and pays out (at which point such Dividend Equivalents will terminate). Dividend Equivalents are subject to the same vesting requirements and payout size adjustments as the Tranche to which they relate. If the RSUs to which such Dividend Equivalents relate are forfeited and cancelled, such related Dividend Equivalents will also be forfeited and cancelled without payment of any consideration by PNC. (b) Payment Upon a Change of Control. Accrual of Dividend Equivalents will cease as of the Change of Control. Upon a Change of Control, Dividend Equivalents accrued (without reinvestment or interest) between the Grant Date and the Change of Control will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the applicable Tranche vests and pays out, as if you were the record holder of the number of Shares equal to the number of vested RSUs underlying such Tranche from the Grant Date through the date of the Change of Control. EX 10.36


 
-6- E. PAYMENT OF THE AWARD E.1 PAYMENT TIMING Except as otherwise provided below, vested RSUs that remain outstanding will be settled as soon as practicable following (i) the applicable Scheduled Vesting Date (but no later than March 15th following the year the applicable Scheduled Vesting Date occurs), or (ii) your date of death, if your date of death is prior to the last Scheduled Vesting Date (but no later than December 31st of the year following the year of your death). E.2 FORM OF PAYMENT; AMOUNT (a) Payment Generally. Except as provided in subsection (b) below, vested RSUs will be settled at the time set forth in this Section E.1 by delivery to you of that number of whole Shares equal to the number of RSUs less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. (b) Payment On or After a Change of Control. Upon vesting on or after a Change of Control, vested RSUs will be settled at the time set forth in Section E.1 by payment to you of cash in an amount equal to that number of whole Shares equal to the number of vested RSUs, multiplied by the then current Fair Market Value of a share of Common Stock on the date of the Change of Control (subject to any applicable adjustment pursuant to Section 2 of Appendix A), less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. Related accrued Dividend Equivalent payments will be paid to you in cash as described in Section D.2(b). No interest will be paid with respect to any such payments made pursuant to this Section E. F. RESTRICTIVE COVENANTS Upon your acceptance of this Award, you shall become subject to the restrictive covenant provisions set forth in Section 1 of Appendix A. G. CLAWBACK The Award, and any right to receive and retain any Shares (if applicable), cash or other value pursuant to the Award, is subject to rescission, cancellation or recoupment, in whole or in part, if and to the EX 10.36


 
-7- extent so provided under the Corporation’s Incentive Compensation Adjustment and Clawback Policy, as in effect from time to time with respect to the Award, or any other applicable clawback, adjustment or similar policy in effect on or established after the Grant Date and to any clawback or recoupment that may be required by applicable law or regulation. By accepting this Award, you agree that you are obligated to provide all assistance necessary to the Corporation to recover or recoup the Shares, cash or other value pursuant to the Award which are subject to recovery or recoupment pursuant to applicable law, government regulation, stock exchange listing requirement or PNC policy. Such assistance shall include completing any documentation necessary to recover or recoup the Shares, cash or other value pursuant to the Award from any accounts you maintain with PNC or any pending or future compensation. A copy of the Incentive Compensation Adjustment and Clawback Policy is included in the materials distributed to you with this Agreement. EX 10.36


 
--1-- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX A ADDITIONAL PROVISIONS 1. Restrictive Covenants. You and PNC acknowledge and agree that you have received adequate consideration with respect to enforcement of the provisions of this Section 1 by virtue of accepting this Award (regardless of whether the Award or any portion thereof is ultimately settled and paid to you); that such provisions are reasonable and properly required for the adequate protection of the business of PNC and its subsidiaries; and that enforcement of such provisions will not prevent you from earning a living. (a) Non-Solicitation; No-Hire. You agree to comply with the provisions of this Section 1(a) during the period of your employment with PNC and the 12-month period following your Termination Date, regardless of the reason for such termination of employment, as follows: i. Non-Solicitation. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, solicit, call on, do business with, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any Person that you should reasonably know (A) is a customer of PNC for which PNC provides any services as of your Termination Date, or (B) was a customer of PNC for which PNC provided any services at any time during the 12 months preceding your Termination Date, or (C) was, as of your Termination Date, considering retention of PNC to provide any services. ii. No-Hire. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, employ or offer to employ, call on, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any employee of PNC. You also will not assist any other Person in such activities. Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your termination of employment with PNC is an Anticipatory Termination, then commencing immediately after your Termination Date, the provisions of Section 1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the following provision: EX 10.36


 
-- 2 -- “No-Hire. You agree that you will not, for a period of one year after your Termination Date, employ or offer to employ, solicit, actively interfere with PNC’s or any PNC affiliate’s relationship with, or attempt to divert or entice away, any officer of PNC or any affiliate of PNC.” (b) Confidentiality. During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of PNC whether or not conceived of or prepared by you, other than (i) information generally known in PNC’s industry or acquired from public sources, (ii) as required in the course of employment by PNC, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of PNC. Nothing in this Agreement, including this Section 1(b), is intended to limit you from reporting possible violations of law or regulation to any governmental entity or any self-regulatory organization or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. You further understand and agree that you are not required to contact or receive consent from PNC before engaging in such communications with any such authorities. (c) Ownership of Inventions. You will promptly and fully disclose to PNC any and all inventions, discoveries, improvements, ideas or other works of inventorship or authorship, whether or not patentable, that have been or will be conceived and/or reduced to practice by you during the term of your employment with PNC, whether alone or with others, and that are (i) related directly or indirectly to the business or activities of PNC or (ii) developed with the use of any time, material, facilities or other resources of PNC (“Developments”). You agree to assign and hereby do assign to PNC or its designee all of your right, title and interest, including copyrights and patent rights, in and to all Developments. You will perform all actions and execute all instruments that PNC or any subsidiary will deem necessary to protect or record PNC’s or its designee’s interests in the Developments. The obligations of this Section 1(c) will be performed by you without further compensation and will continue beyond your Termination Date. (d) Enforcement Provisions. You understand and agree to the following provisions regarding enforcement of Section 1 of this Agreement: i. Equitable Remedies. A breach of the provisions of Sections 1(a) – 1(c) will cause PNC irreparable harm, and PNC will therefore be entitled to seek issuance of immediate, as well as permanent, injunctive relief restraining you, and each and every person and entity acting in concert or participating with you, from initiation and/or continuation of such breach. ii. Tolling Period. If it becomes necessary or desirable for PNC to seek compliance with the provisions of Section 1(a) by legal proceedings, the period during which you will comply with said provisions will extend for a period of 12 months from the date PNC institutes legal proceedings for injunctive or other relief. EX 10.36


 
-- 3 -- iii. Reform. If any of Sections 1(a) – 1(c) are determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which the restriction applies, it is the intent of both parties that the court reduce and reform the restriction so as to apply the greatest limitations considered enforceable by the court. iv. Waiver of Jury Trial. Each of you and PNC hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 1(a) – 1(c). v. Application of Defend Trade Secrets Act. Regardless of any other provision in this Agreement, you may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets under certain limited circumstances, as set forth in PNC’s Defend Trade Secrets Act policy. The policy is available for viewing on PNC’s intranet under the “PNC Ethics” page. 2. Capital Adjustments upon a Change of Control. Upon the occurrence of a Change of Control, (a) the number, class and kind of RSUs then outstanding under the Award will automatically be adjusted to reflect the same changes as are made to outstanding shares of Common Stock generally, (b) the value per share unit of any share- denominated award amount will be measured by reference to the per share value of the consideration payable to a holder of Common Stock in connection with such Corporate Transaction or Transactions if applicable, and (c) with respect to stock-payable RSUs only, if the effect of the Corporate Transaction or Transactions on a holder of Common Stock is to convert that shareholder’s holdings into consideration that does not consist solely (other than as to a minimal amount) of shares of Common Stock, then the entire value of any payment to be made to you will be made solely in cash at the applicable time specified in this Agreement. 3. Fractional Shares. No fractional Shares will be delivered to you. If the outstanding vested RSUs being settled in Shares include a fractional interest, such fractional interest will be eliminated by rounding down to the nearest whole share unit. 4. No Rights as a Shareholder. You will have no rights as a shareholder of the Corporation by virtue of this Award unless and until Shares are issued and delivered in settlement of the Award pursuant to and in accordance with this Agreement. 5. Transfer Restrictions. (a) The Award may not be sold, assigned, transferred, exchanged, pledged, or otherwise alienated or hypothecated. (b) If you are deceased at the time any outstanding vested RSUs are settled and paid out in accordance with the terms of this Agreement, such delivery of Shares, cash payment or other payment (as applicable) shall be made to the executor or EX 10.36


 
-- 4 -- administrator of your estate or to your other legal representative or, as permitted under the election procedures of the Plan’s third-party administrator, to your designated beneficiary, in each case, as determined in good faith by the Corporation. Any delivery of Shares, cash payment or other payment made in good faith by the Corporation to your executor, other legal representative or permissible designated beneficiary, or retained by the Corporation for taxes pursuant to Section 6 of this Appendix A, shall extinguish all right to payment hereunder. 6. Withholding Taxes. (a) You shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes), penalties and interest that you incur in connection hereunder. The Corporation will, at the time any withholding tax obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by PNC in connection therewith from amounts then payable hereunder to you. (b) If any such withholding is required prior to the time amounts are payable to you hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to you or as otherwise determined by PNC. (c) The Corporation will withhold cash from any amounts then payable to you hereunder that are settled in cash. Unless the Committee or PNC Designated Person determines otherwise, with respect to stock-payable RSUs only, the Corporation will retain whole Shares from any amounts then payable to you hereunder (or pursuant to any other RSUs previously awarded to you under the Plan) in the form of Shares. For purposes of this Section 6(c), Shares retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises (as such date is determined by the Corporation). 7. Employment. Neither the granting of the Award nor any payment with respect to such Award authorized hereunder nor any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of PNC to employ you for any period or in any way alter your status as an employee at will. 8. Miscellaneous. (a) Subject to the Plan and Interpretations. In all respects the Award and this Agreement are subject to the terms and conditions of the Plan, which has been made available to you and is incorporated herein by reference. The terms of the Plan will not be considered an enlargement of any benefits under this Agreement. If the Plan and this Agreement conflict, the provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are binding on you and PNC. (b) Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to its EX 10.36


 
-- 5 -- conflict of laws provisions. Any dispute or claim arising out of or relating to this Agreement or claim of breach hereof will be brought exclusively in the Federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. By execution of this Agreement, you and PNC hereby consent to the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with this Agreement. (c) Headings; Entire Agreement. Headings used in this Agreement are provided for reference and convenience only, are not considered part of this Agreement, and will not be employed in the construction of this Agreement. This Agreement, including any appendices or exhibits attached hereto, constitutes the entire agreement between you and PNC with respect to the subject matters addressed herein, and supersedes all other discussions, negotiations, correspondence, representations, understandings and agreements between the parties concerning the subject matters hereof. (d) Modification. Modifications or adjustments to the terms of this Agreement may be made by the Corporation as permitted in accordance with the Plan or as provided for in this Agreement. No other modification of the terms of this Agreement will be effective unless embodied in a separate, subsequent writing signed by you and by an authorized representative of the Corporation. (e) No Waiver. Failure of PNC to demand strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any such term, covenant or condition on any occasion or on multiple occasions be deemed a waiver or relinquishment of such term, covenant or condition. (f) Severability. The restrictions and obligations imposed by this Agreement are separate and severable, and it is the intent of both parties that if any restriction or obligation imposed by any of these provisions is deemed by a court of competent jurisdiction to be void for any reason whatsoever, the remaining provisions, restrictions and obligations will remain valid and binding upon you. (g) Applicable Laws. Notwithstanding anything in this Agreement, PNC will not be required to comply with any term, covenant or condition of this Agreement if and to the extent prohibited by law, including but not limited to Federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over PNC. (h) Compliance with Section 409A of the Internal Revenue Code. It is the intention of the parties that the Award and this Agreement comply with the provisions of Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are applicable. This Agreement will be administered in a manner consistent with this intent, including as set forth in Section 20 of the Plan. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury EX 10.36


 
-- 6 -- Regulations), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX 10.36


 
-i- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT SENIOR LEADER PROGRAM (SECTION 16) APPENDIX B DEFINITIONS Certain Definitions. Except as otherwise provided, the following definitions apply for purposes of this Agreement. “Anticipatory Termination” means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control. “Award Effective Date” has the meaning set forth in Section A of this Agreement. “Change of Control” means: (a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding PNC Voting Securities”). The following acquisitions will not constitute a Change of Control for purposes of this definition: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation (an “Affiliated Company”), (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the Incumbent Board (as defined below) as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this definition, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of the Corporation, was approved EX 10.36


 
-ii- by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”). A transaction otherwise meeting the definition of Business Combination will not be treated as a Change of Control if following completion of the transaction all or substantially all of the beneficial owners of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as the case may be (such a Business Combination, an “Excluded Combination”); or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. “Competitive Activity” means any participation in, employment by, ownership of any equity interest exceeding one percent in, or promotion or organization of, any Person other than PNC (1) engaged in business activities similar to some or all of the business activities of PNC during your employment or (2) engaged in business activities that you know PNC intends to enter within the next 12 months (or, if after your Termination Date, within the first 12 months after your Termination Date), in either case whether you are acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. For purposes of Competitive Activity as defined herein (and as such similar term is defined in any equity-based award agreement held by you), the term “subsidiary” will not include any company in which PNC holds an interest pursuant to its merchant banking authority. EX 10.36


 
-iii- “Detrimental Conduct” means: (a) You have engaged in, without the prior written consent of PNC (with consent to be given or withheld at PNC’s sole discretion), in any Competitive Activity in the Restricted Territory at any time during the period of your employment with PNC and the 12-month period following your Termination Date; (b) any act of fraud, misappropriation, or embezzlement by you against PNC or one of its subsidiaries or any client or customer of PNC or one of its subsidiaries; or (c) you are convicted (including a plea of guilty or of nolo contendere) of, or you enter into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of your employment or other service relationship with PNC. You will be deemed to have engaged in Detrimental Conduct for purposes of this Agreement only if and when the Committee or other PNC Designated Person determines that you have engaged in conduct described in clause (a) or clause (b) above or that an event described in clause (c) above has occurred with respect to you. Detrimental Conduct will not apply to conduct by or activities of successors to the Award by will or the laws of descent and distribution in the event of your death. No determination that you have engaged in Detrimental Conduct may be made (x) on or after your Termination Date if your termination of employment was an Anticipatory Termination or (y) between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control. “Good Reason” means the definition of Good Reason contained in the Change of Control Employment Agreement between you and PNC or any substitute employment agreement entered into between you and PNC then in effect or, if none, the occurrence of any of the following events without your consent: (a) the assignment to of any duties to you inconsistent in any material respect with your position (including status, offices, titles and reporting requirements), or any other material diminution in such position, authority, duties or responsibilities; (b) any material reduction in your rate of base salary or the amount of your annual bonus opportunity (or, if less, the bonus opportunity established for the PNC’s similarly situated employees for any year), or a material reduction in the level of any other employee benefits for which you are eligible receive below those offered to the PNC’s similarly situated employees; (c) PNC’s requiring you to be based at any office or location outside of a fifty (50)-mile radius from the office where you were employed on the Grant Date; EX 10.36


 
-iv- (d) any action or inaction that constitutes a material breach by the PNC of any agreement entered into between you and PNC; or (e) the failure by PNC to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of PNC to assume expressly and agree to perform this Agreement in the same manner and to the same extent that PNC would be required to perform it if no such succession had taken place. Notwithstanding the foregoing, none of the events described above shall constitute Good Reason unless and until (i) you first notify PNC in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its initial occurrence, (ii) PNC fails to cure such condition within 30 days after receipt of such written notice, and (iii) you terminate employment within two years of its initial occurrence. Your mental or physical incapacity following the occurrence of an event described above in clauses (a) through (e) shall not affect your ability to terminate employment for Good Reason, and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason. “Misconduct” means, as it relates to an Anticipatory Termination or following a Change of Control, (a) your willful and continued failure to substantially perform your duties with PNC (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or the CEO that specifically identifies the manner in which the Board or the CEO believes that you have not substantially performed your duties; or (b) your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to PNC or any of its subsidiaries. For purposes of clauses (a) and (b), no act or failure to act, on your part, shall be considered willful unless it is done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of PNC. Any act, or failure to act, based upon the instructions or prior approval of the Board, the CEO or your superior or based upon the advice of counsel for PNC, will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of PNC. Your cessation of employment will be deemed to be a termination of your employment with PNC for Misconduct only if and when there shall have been delivered to you, as part of the notice of your termination, a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a Board meeting called and held for the purpose of considering such termination, finding on the basis of clear and convincing evidence that, in the good faith opinion of the Board, you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail. Such resolution shall be adopted only after (i) reasonable EX 10.36


 
-v- notice of such Board meeting is provided to you, together with written notice that PNC believes that you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail, and (ii) you are given an opportunity, together with counsel, to be heard before the Board. “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act. “PNC Designated Person” means (a) the Committee or its delegate if you are (or were when you ceased to be an employee of PNC) either a Group 1 covered employee (Corporate Executive Group member) including any equivalent successor classification or subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PNC securities (or both); or (b) the Committee, the CEO, or the Chief Human Resources Officer of PNC, or any other individual or group as may be designated by one of the foregoing to act as PNC Designated Person for purposes of this Agreement. “Qualifying Termination” has the meaning set forth in Section B of this Agreement. “Restricted Territory” means (a) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United States or Canada as of the Termination Date, the United States and Canada, (b) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United Kingdom as of the Termination Date, the United Kingdom or (c) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in Germany as of the Termination Date, Germany or the United Kingdom. “Retirement” means your termination of employment with PNC at any time for any reason (other than termination of employment by reason of your death, by PNC for Cause or by reason of termination of employment in connection with a divestiture of assets or a divestiture of one or more subsidiaries of PNC if the Committee or the CEO or his or her designee so determines prior to such divestiture) on or after the first date on which you have both attained at least age 55 and completed five years of service, where a year of service is determined in the same manner as the determination of a year of vesting service calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan. “Termination Date” means the last day of your employment with PNC. If you are employed by a Subsidiary that ceases to be a Subsidiary or ceases to be a consolidated subsidiary of the Corporation under U.S. generally accepted accounting principles and you do not continue to be employed by or otherwise have a Service Relationship with PNC, then for purposes of this Agreement, your employment with PNC terminates effective at the time this occurs. EX 10.36


 
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX C RISK PERFORMANCE-BASED VESTING CONDITIONS SENIOR LEADER PROGRAM (SECTION 16) The following table sets forth the risk performance-based vesting conditions of the Award: 1. Generally The Award is divided into three Tranches, with the first Tranche relating to the 2022 performance year, the second Tranche relating to the 2023 performance year, and the third tranche relating to the 2024 performance year (each such year, a “Performance Year”). Each Tranche must satisfy a risk-related performance metric based on whether PNC has met or exceeded the common equity Tier 1 capital spot ratio limit as then in effect and applicable to The PNC Financial Services Group, Inc. (“CET1 Ratio”) (which may be on a pro forma fully phased-in basis, if applicable) as set forth in PNC’s Enterprise Capital Management Policy (or any successor policy) and monitored at least quarterly. Each Tranche of the Award will also be subject to an annual risk review based on business unit financial performance (or at the discretion of the Committee). “PNC” for purposes of this Appendix C as it refers to risk performance-based vesting conditions means the Corporation and its consolidated subsidiaries for financial reporting purposes. 2. Applying the Risk Performance Metric (a) CET1 Ratio Generally. Each Tranche is subject to a risk performance factor based on whether PNC has met or exceeded the CET1 Ratio as of the last day of each Performance Year. The current CET1 Ratio is 7.0%. (b) Determination of Annual CET1 Ratio. As soon as practicable following the end of each Performance Year, PNC will present information to the Committee relating to (i) the CET1 Ratio compared to (ii) the actual CET1 Ratio EX 10.36


 
-2- achieved by PNC with respect to that Performance Year, based on PNC’s publicly reported financial results for the period ending on the applicable end date. Except as otherwise provided in paragraph 5 in the event of your death or a Change of Control, this will generally be the public release of earnings results for PNC’s fourth quarter that occurs after the year-end measurement date, so that the Committee will be able to make its determination in late January or early February following a Performance Year.  If PNC meets or exceeds the CET1 Ratio for a Performance Year, the risk performance metric is satisfied.  If PNC does not meet the CET1 Ratio for a Performance Year, the applicable Tranche is eligible for forfeiture as determined by the Committee prior to settlement of the Tranche. 3. Risk Performance Review Adjustments In addition, and independent from the CET1 Ratio performance metric described in paragraph 2 above, with respect to each Tranche and prior to the settlement of that Tranche, the Committee conducts a risk performance review either (1) as a result of business unit financial performance (as described below) or (2) at the discretion of the Committee, relating to a risk-related action of potentially material consequence to PNC. A risk performance review is triggered under (1) above if (a) one of the specific business unit or enterprise level review triggers set forth below is met and (b) that review trigger is applicable to you because either it (i) applies to your business unit or functional area as of the Grant Date and the Committee has not determined in its discretion to apply a different review trigger to you for the Performance Year, or (ii) the Committee has determined in its discretion to apply such specific business unit or enterprise level review trigger to you for the Performance Year. The specific business unit or enterprise level review triggers are as follows:  PNC’s Retail Banking segment reports a loss for the Performance Year  PNC’s Corporate & Institutional Banking segment reports a loss for the Performance Year  PNC’s Asset Management Group segment reports a loss for the Performance Year EX 10.36


 
-3- If you are not assigned to one of the above-named business units as of the Grant Date, the review trigger will be applicable to you only in the event the Committee determines in its discretion to apply such review trigger, as described in (ii) above. If your affiliated business unit or functional area as of the Grant Date is eliminated or no longer reportable due to restructuring or other business reason, the specific review trigger applicable to you will be based on your newly assigned business unit or functional area. For purposes of this Agreement, whether or not a specified business unit has a loss for a given Performance Year will be determined on the basis of the reported earnings or loss, as the case may be, of the reportable business segment that includes the results of such business unit, based on PNC’s publicly reported financial results for that year. If a risk performance review is triggered as a result of business financial performance under (1) or if the Committee exercises its discretion to conduct a risk performance review under (2) above, the Committee will review and determine if a downward adjustment for risk performance is appropriate either for the applicable Tranche or to a specific Grantee. Any determination to conduct a risk performance review will be made shortly after the close of the Performance Year, but no later than the 45th day following the close of the Performance Year, and any required review will be conducted no later than two and a half-months after the close of the Performance Year. 4. Determination of Final Number of RSUs Following the Performance Year, if (1) the risk performance metric is satisfied and if no risk review is conducted with respect to that year, or (2) the Committee determines not to apply a downward adjustment for risk performance, then the final Award will be the number of RSUs subject to the applicable Tranche. If the risk performance metric is not satisfied, or if a review is conducted, and the Committee applies a downward adjustment for risk performance, than the final award will be a lower number of RSUs subject to the EX 10.36


 
-4- applicable Tranche (rounded down to the nearest whole Unit) or zero, as determined by the Committee. If the Committee elects to forfeit a Tranche as it relates to all members of PNC’s Group 1 executives by reason of the CET1 Ratio risk performance metric not being satisfied, such Tranche will also be forfeited for all members of the Senior Leader program. In no event can the size of the Tranche be greater than 100.00% of the target number of RSUs subject to that Tranche. 5. Determination of Risk Performance Metric Upon Death or a Change of Control Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, in any case, prior to a Change of Control or the last Scheduled Vesting Date, then all risk performance-based conditions will be met with respect to the outstanding portion of your Award, unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee (including a Committee determination made immediately preceding the date of the Change of Control), in which case such Tranche will vest based on actual performance as determined by the Committee. For the avoidance of doubt, in the event of your death following a Change of Control, the risk performance metric for any then-outstanding Tranche will be determined as provided in the “Change of Control” paragraph below. Change of Control Notwithstanding anything to the contrary in this Agreement and subject to your satisfaction of the service- based vesting requirements, any outstanding Tranches for which no performance factors have been determined at the time of a Change of Control will be risk performance- adjusted, as follows:  If a Change of Control occurs after a completed Performance Year, but prior to the Scheduled Vesting Date for that Tranche, the actual CET1 Ratio for that Performance Year will continue to apply to that Tranche, and EX 10.36


 
-5-  For any Performance Year not completed prior to a Change of Control, if the CET1 Ratio was not met as of the quarter-end date immediately preceding the Change of Control (or if the Change of Control falls on a quarter-end date, and such information is available and applicable for such date, the date of the Change of Control), then all remaining Tranches will be forfeited and expire as of the Change of Control. For the avoidance of doubt:  If the CET1 Ratio was not met as of the applicable quarter-end performance measurement date, the Award will be forfeited by you as of the Change of Control.  Tranches where the CET1 Ratio was met and that remain outstanding will be paid out, without further Dividend Equivalents or any interest, on the Scheduled Vesting Dates (or earlier, in the event of your death) upon your satisfaction of the service- based vesting requirements. 6. Committee Determination The Committee may make prospective adjustments to the Award. All determinations made by the Committee or otherwise by PNC hereunder shall be made in its sole discretion and shall be final, binding and conclusive for all purposes on all parties. EX 10.36


 
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf as of the Grant Date. THE PNC FINANCIAL SERVICES GROUP, INC. By: Chief Executive Officer ATTEST: By: Corporate Secretary ACCEPTED AND AGREED TO by GRANTEE ___________________________________ Grantee EX 10.36


 

ex1037-2022formofperform
THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN * * * PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT This Agreement, which includes the attached appendices (this “Agreement”) sets forth the terms and conditions of your performance restricted share unit award made pursuant to The PNC Financial Services Group, Inc. 2016 Incentive Award Plan and any sub-plans thereto. Appendix A to this Agreement sets forth additional terms and conditions of the Award, including restrictive covenant provisions. Appendix B to this Agreement sets forth certain definitions applicable to this Agreement generally. Appendix C to this Agreement sets forth the performance-based vesting conditions applicable to the Award and certain related definitions. Capitalized terms not otherwise defined in the body of this Agreement have the meaning ascribed to such terms in the Plan or Appendices A, B or C. The Corporation and the Grantee named below (referenced in this Agreement as “you” or “your”) agree as follows: Subject to your timely acceptance of this Agreement (as described in Section A below), the Corporation grants to you the Award set forth below, subject to the terms and conditions of the Plan and this Agreement. A. GRANT AND ACCEPTANCE OF PRSUs GRANTEE #ParticipantName# GRANT DATE June 13, 2022 AWARD Performance restricted share units (“PRSUs”), each representing a right to receive one Share, and related Dividend Equivalents, payable in cash. TARGET #QuantityGranted# PRSUs and related Dividend Equivalents PERFORMANCE PERIOD June 13, 2022- June 13, 2027 (other than limited exceptions in the event of death or a Change of Control, as described in Appendix C). EX 10.37


 
-2- AWARD ACCEPTANCE; AWARD EFFECTIVE DATE You must accept this Award by delivering an executed unaltered copy of this Agreement to the Corporation within 30 days of your receipt of this Agreement. Upon such execution and delivery of this Agreement by both you and the Corporation, this Agreement is effective as of the Grant Date (the “Award Effective Date”). If you do not properly accept this Award, the Corporation may, in its sole discretion, cancel the Award at any time thereafter. B. VESTING REQUIREMENTS B.1 An Award becomes vested only upon satisfaction of both the service-based vesting requirements and the performance-based vesting requirements set forth below. SERVICE-BASED VESTING REQUIREMENTS Except as otherwise provided in this Agreement, you must remain continuously employed through and including the Committee-determined Final Award Date (as defined in Appendix B) or such earlier date as prescribed by Section B.2 below. PERFORMANCE- BASED VESTING REQUIREMENTS Provided the service-based vesting requirements have been met, the Award will vest and become payable on the applicable Final Award Date upon the achievement of the performance goals set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO THE FINAL AWARD DATE ON VESTING REQUIREMENTS RETIREMENT FOLLOWING 3RD ANNIVERSARY OF GRANT DATE Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated due to your Retirement, and not for Cause, on or after the third (3rd) anniversary of the Grant Date, the Committee may determine, in its sole discretion prior to your Termination Date, that with respect to all or a specified portion of your then outstanding unvested Award, that the service- based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. EX 10.37


 
-3-   BY PNC WITHOUT CAUSE  Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated by PNC without Cause, the Committee may determine, in its sole discretion prior to your Termination Date, that with respect to all or a specified portion of your then outstanding unvested Award, that the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement.   DISABILITY Notwithstanding anything to the contrary in this Agreement, if your employment with PNC is terminated by PNC due to your Disability, and not for Cause, then the service-based vesting requirements of the Award will be satisfied as of your Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms and conditions of this Agreement. DEATH Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability, or Retirement on or after the third (3rd) anniversary of the Grant Date, or following an Anticipatory Termination, but prior to the Final Award Date, then the service-based requirements of the Award will be satisfied as of your date of death, and the performance-based vesting requirements will be satisfied as further described in Appendix C. ANTICIPATORY TERMINATION Notwithstanding anything to the contrary in this Agreement, if your termination of employment with PNC is an Anticipatory Termination, then the service-based vesting requirements of the Award will be satisfied as of the Termination Date, but the Award will not vest and become payable until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your EX 10.37


 
-4- continued compliance with the terms of this Agreement. TERMINATION FOLLOWING A CHANGE OF CONTROL Notwithstanding anything to the contrary in this Agreement, if you have been continuously employed by PNC, including any successor entity, through the date of a Change of Control, and your employment with PNC is terminated following such Change of Control (but prior to the Final Award Date): (a) by PNC other than for Misconduct, (b) by you for Good Reason, or (c) for any reason (other than for Misconduct) on or after the first business day following the end of the Performance Period,   (each, a “Qualifying Termination”), then the service-based requirements of the Award will be satisfied as of your Termination Date, and the performance-based vesting requirements will be satisfied as further described in Appendix C. For the avoidance of doubt, upon the occurrence of a Change of Control, the Award will not become vested until the service-based vesting requirements are satisfied, either as set forth in Section B.1 or as a result of your Retirement on or after the third (3rd) anniversary of the Grant Date, your termination of employment by reason of death or Disability, or the occurrence of a Qualifying Termination. C. FORFEITURE C.1 FORFEITURE UPON FAILURE TO MEET SERVICE-BASED VESTING REQUIREMENTS Except as otherwise provided in Section B.2 above, if you cease to be an employee of PNC prior to an applicable Final Award Date, you will not have satisfied the service-based vesting requirements and the Award will be automatically forfeited and cancelled as of your Termination Date. Upon such forfeiture or cancellation, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the Award under this Agreement. EX 10.37


 
-5- C.2 FORFEITURE IN CONNECTION WITH DETRIMENTAL CONDUCT At any time prior to the Final Award Date, to the extent that PNC (acting through a PNC Designated Person) determines in its sole discretion (a) that you have engaged in Detrimental Conduct and (b) to forfeit and cancel all or a specified portion of the outstanding Award as a result of such determination, then such portion will be forfeited and cancelled effective as of the date of such determination. D. DIVIDEND EQUIVALENTS D.1 GENERALLY As of the Award Effective Date, you will be entitled to earn accrued cash Dividend Equivalents on the vested Payout Share Units (defined in Appendix C), in an amount equal to the cash dividends that would have been paid (without interest or reinvestment) between the Grant Date and the Final Award Date, as though you were the record holder of such Payout Share Units, and such Payout Share Units had been issued and outstanding shares on the Grant Date through the Final Award Date. D.2 ACCRUED DIVIDEND EQUIVALENT PAYMENTS (a) Generally. Accrued Dividend Equivalents will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the Award vests and pays out (at which point such Dividend Equivalents will terminate). Dividend Equivalents are subject to the same vesting requirements and payout size adjustments as the Award. If the PRSUs to which such Dividend Equivalents relate are forfeited and cancelled, such related Dividend Equivalents will also be forfeited and cancelled. (b) Payment Upon a Change of Control. Accrual of Dividend Equivalents will cease as of the Change of Control. Upon a Change of Control, Dividend Equivalents accrued (without reinvestment or interest) between the Grant Date and the Change of Control will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the Award vests and pays out, as if you were the record holder of the number of Shares equal to the number of vested Payout Share Units underlying EX 10.37


 
-6- the Award from the Grant Date through the date of the Change of Control. E. PAYMENT OF THE AWARD E.1 PAYMENT TIMING Except as otherwise provided below, vested Payout Share Units that remain outstanding will be settled as soon as practicable following the applicable Final Award Date (and no later than (x) December 31st following the year of death, in the event of your death, or (y) March 15th following the year the Award vests). E.2 FORM OF PAYMENT; AMOUNT (a) Payment Generally. Except as provided in subsection (b) below, your Final Award will be settled at the time set forth in Section E.1 by delivery to you of that number of whole Shares equal to the number of Payout Share Units under your Final Award, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. (b) Payment On or After a Change of Control. Upon vesting on or after a Change of Control, vested Payout Share Units will be settled at the time set forth in Section E.1 by payment to you of cash in an amount equal to that number of whole Shares equal to the number of vested Payout Share Units, multiplied by the then current Fair Market Value of a share of Common Stock on the date of the Change of Control (subject to any applicable adjustment pursuant to Section 2 of Appendix A), less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A. Related accrued Dividend Equivalent payments will be paid to you in cash as described in Section D.2(b). No interest will be paid with respect to any such payments made pursuant to this Section E. F. RESTRICTIVE COVENANTS Upon your acceptance of this Award, you shall become subject to the restrictive covenant provisions set forth in Section 1 of Appendix A. G. CLAWBACK The Award, and any right to receive and retain any Shares (if applicable), cash or other value pursuant EX 10.37


 
-7- to the Award, is subject to rescission, cancellation or recoupment, in whole or in part, if and to the extent so provided under the Corporation’s Incentive Compensation Adjustment and Clawback Policy, as in effect from time to time with respect to the Award, or any other applicable clawback, adjustment or similar policy in effect on or established after the Grant Date and to any clawback or recoupment that may be required by applicable law or regulation. By accepting this Award, you agree that you are obligated to provide all assistance necessary to the Corporation to recover or recoup the Shares, cash or other value pursuant to the Award which are subject to recovery or recoupment pursuant to applicable law, government regulation, stock exchange listing requirement or PNC policy. Such assistance shall include completing any documentation necessary to recover or recoup the Shares, cash or other value pursuant to the Award from any accounts you maintain with PNC or any pending or future compensation. A copy of the Incentive Compensation Adjustment and Clawback Policy is included in the materials distributed to you with this Agreement. EX 10.37


 
- 1 - THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX A ADDITIONAL PROVISIONS 1. Restrictive Covenants. You and PNC acknowledge and agree that you have received adequate consideration with respect to enforcement of the provisions of this Section 1 by virtue of accepting this Award (regardless of whether the Award or any portion thereof is ultimately settled and paid to you); that such provisions are reasonable and properly required for the adequate protection of the business of PNC and its subsidiaries; and that enforcement of such provisions will not prevent you from earning a living. (a) Non-Solicitation; No-Hire. You agree to comply with the provisions of this Section 1(a) during the period of your employment with PNC and the 12-month period following your Termination Date, regardless of the reason for such termination of employment, as follows: i. Non-Solicitation. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, solicit, call on, do business with, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any Person that you should reasonably know (A) is a customer of PNC for which PNC provides any services as of your Termination Date, or (B) was a customer of PNC for which PNC provided any services at any time during the 12 months preceding your Termination Date, or (C) was, as of your Termination Date, considering retention of PNC to provide any services. ii. No-Hire. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any Person other than PNC, employ or offer to employ, call on, or actively interfere with PNC’s relationship with, or attempt to divert or entice away, any employee of PNC. You also will not assist any other Person in such activities. Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your termination of employment with PNC is an Anticipatory Termination, then commencing immediately after your Termination Date, the provisions of Section 1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the following provision: “No-Hire. You agree that you will not, for a period of one year after your Termination Date, employ or offer to employ, solicit, actively EX 10.37


 
- 2 - interfere with PNC or any PNC affiliate’s relationship with, or attempt to divert or entice away, any officer of PNC or any affiliate of PNC.” (b) Confidentiality. During your employment with PNC and thereafter regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of PNC whether or not conceived of or prepared by you, other than (i) information generally known in PNC’s industry or acquired from public sources, (ii) as required in the course of employment by PNC, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of PNC. Nothing in this Agreement, including this Section 1(b), is intended to limit you from reporting possible violations of law or regulation to any governmental entity (including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration or the Securities and Exchange Commission) or any self-regulatory organization or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. You further understand and agree that you are not required to contact or receive consent from PNC before engaging in such communications with any such authorities. (c) Ownership of Inventions. You will promptly and fully disclose to PNC any and all inventions, discoveries, improvements, ideas or other works of inventorship or authorship, whether or not patentable, that have been or will be conceived and/or reduced to practice by you during the term of your employment with PNC, whether alone or with others, and that are (i) related directly or indirectly to the business or activities of PNC or (ii) developed with the use of any time, material, facilities or other resources of PNC (“Developments”). You agree to assign and hereby do assign to PNC or its designee all of your right, title and interest, including copyrights and patent rights, in and to all Developments. You will perform all actions and execute all instruments that PNC or any subsidiary will deem necessary to protect or record PNC’s or its designee’s interests in the Developments. The obligations of this Section 1(c) will be performed by you without further compensation and will continue beyond your Termination Date. (d) Enforcement Provisions. You understand and agree to the following provisions regarding enforcement of Section 1 of this Agreement: i. Equitable Remedies. A breach of the provisions of Sections 1(a) – 1(c) will cause PNC irreparable harm, and PNC will therefore be entitled to seek issuance of immediate, as well as permanent, injunctive relief restraining you, and each and every person and entity acting in concert or participating with you, from initiation and/or continuation of such breach. ii. Tolling Period. If it becomes necessary or desirable for PNC to seek compliance with the provisions of Section 1(a) by legal proceedings, the period during which you will comply with said provisions will extend for a period of 12 months from the date PNC institutes legal proceedings for injunctive or other relief. EX 10.37


 
- 3 - iii. Reform. If any of Sections 1(a) – 1(c) are determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which the restriction applies, it is the intent of both parties that the court reduce and reform the restriction so as to apply the greatest limitations considered enforceable by the court. iv. Waiver of Jury Trial. Each of you and PNC hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 1(a) – 1(c). v. Application of Defend Trade Secrets Act. Regardless of any other provision in this Agreement, you may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets under certain limited circumstances, as set forth in PNC’s Defend Trade Secrets Act policy. The policy is available for viewing on PNC’s intranet under the “PNC Ethics” page. 2. Capital Adjustments upon a Change of Control. Upon the occurrence of a Change of Control, (a) the number, class and kind of PRSUs then outstanding under the Award will automatically be adjusted to reflect the same changes as are made to outstanding shares of Common Stock generally, (b) the value per share unit of any share- denominated award amount will be measured by reference to the per share value of the consideration payable to a holder of Common Stock in connection with such Corporate Transaction or Transactions if applicable, and (c) with respect to stock-payable PRSUs only, if the effect of the Corporate Transaction or Transactions on a holder of Common Stock is to convert that shareholder’s holdings into consideration that does not consist solely (other than as to a minimal amount) of shares of Common Stock, then the entire value of any payment to be made to you will be made solely in cash at the applicable time specified in this Agreement. 3. Fractional Shares. No fractional Shares will be delivered to you. If the outstanding vested PRSUs being settled in Shares include a fractional interest, such fractional interest will be eliminated by rounding down to the nearest whole share unit. 4. No Rights as a Shareholder. You will have no rights as a shareholder of the Corporation by virtue of this Award unless and until Shares are issued and delivered in settlement of the Award pursuant to and in accordance with this Agreement. 5. Transfer Restrictions. (a) The Award may not be sold, assigned, transferred, exchanged, pledged, or otherwise alienated or hypothecated. (b) If you are deceased at the time any outstanding vested PRSUs are settled and paid out in accordance with the terms of this Agreement, such delivery of Shares, cash payment or other payment (as applicable) shall be made to the executor or EX 10.37


 
- 4 - administrator of your estate or to your other legal representative or, as permitted under the election procedures of the Plan’s third-party administrator, to your designated beneficiary, in each case, as determined in good faith by the Corporation. Any delivery of Shares, cash payment or other payment made in good faith by the Corporation to your executor, other legal representative or permissible designated beneficiary, or retained by the Corporation for taxes pursuant to Section 6 of this Appendix A, shall extinguish all right to payment hereunder. 6. Withholding Taxes. (a) You shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes), penalties and interest that you incur in connection hereunder. The Corporation will, at the time any withholding tax obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to you. (b) If any such withholding is required prior to the time amounts are payable to you hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to you or as otherwise determined by PNC. (c) The Corporation will withhold cash from any amounts then payable to you hereunder that are settled in cash. Unless the Committee or PNC Designated Person determines otherwise, with respect to stock-payable PRSUs only, the Corporation will retain whole Shares from any amounts then payable to you hereunder (or pursuant to any other PRSUs previously awarded to you under the Plan) in the form of Shares. For purposes of this Section 6(c), Shares retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises (as such date is determined by the Corporation). 7. Employment. Neither the granting of the Award nor any payment with respect to such Award authorized hereunder nor any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of PNC to employ you for any period or in any way alter your status as an employee at will. 8. Miscellaneous. (a) Subject to the Plan and Interpretations. In all respects the Award and this Agreement are subject to the terms and conditions of the Plan, which has been made available to you and is incorporated herein by reference. The terms of the Plan will not be considered an enlargement of any benefits under this Agreement. If the Plan and this Agreement conflict, the provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are binding on you and PNC. (b) Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to its EX 10.37


 
- 5 - conflict of laws provisions. Any dispute or claim arising out of or relating to this Agreement or claim of breach hereof will be brought exclusively in the Federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. By execution of this Agreement, you and PNC hereby consent to the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with this Agreement. (c) Headings; Entire Agreement. Headings used in this Agreement are provided for reference and convenience only, are not considered part of this Agreement, and will not be employed in the construction of this Agreement. This Agreement, including any appendices or exhibits attached hereto, constitutes the entire agreement between you and PNC with respect to the subject matters addressed herein, and supersedes all other discussions, negotiations, correspondence, representations, understandings and agreements between the parties concerning the subject matters hereof. (d) Modification. Modifications or adjustments to the terms of this Agreement may be made by the Corporation as permitted in accordance with the Plan or as provided for in this Agreement. No other modification of the terms of this Agreement will be effective unless embodied in a separate, subsequent writing signed by you and by an authorized representative of the Corporation. (e) No Waiver. Failure of PNC to demand strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any such term, covenant or condition on any occasion or on multiple occasions be deemed a waiver or relinquishment of such term, covenant or condition. (f) Severability. The restrictions and obligations imposed by this Agreement are separate and severable, and it is the intent of both parties that if any restriction or obligation imposed by any of these provisions is deemed by a court of competent jurisdiction to be void for any reason whatsoever, the remaining provisions, restrictions and obligations will remain valid and binding upon you. (g) Applicable Laws. Notwithstanding anything in this Agreement, PNC will not be required to comply with any term, covenant or condition of this Agreement if and to the extent prohibited by law, including but not limited to Federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over PNC. (h) Compliance with Section 409A of the Internal Revenue Code. It is the intention of the parties that the Award and this Agreement comply with the provisions of Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are applicable. This Agreement will be administered in a manner consistent with this intent, including as set forth in Section 20 of the Plan. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury EX 10.37


 
- 6 - Regulations), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX 10.37


 
i THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX B DEFINITIONS Certain Definitions. Except as otherwise provided, the following definitions apply for purposes of this Agreement. “Anticipatory Termination” means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control. “Award Effective Date” has the meaning set forth in Section A of this Agreement. “Change of Control” means: (a) Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding PNC Voting Securities”). The following acquisitions will not constitute a Change of Control for purposes of this definition: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation (an “Affiliated Company”), (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the Incumbent Board (as defined below) as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this definition, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of the Corporation, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered as though such individual was a member of the Incumbent Board, but EX 10.37


 
ii excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”). A transaction otherwise meeting the definition of Business Combination will not be treated as a Change of Control if following completion of the transaction all or substantially all of the beneficial owners of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of Common Stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as the case may be (such a Business Combination, an “Excluded Combination”); or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. “Competitive Activity” means any participation in, employment by, ownership of any equity interest exceeding one percent in, or promotion or organization of, any Person other than PNC (1) engaged in business activities similar to some or all of the business activities of PNC during your employment or (2) engaged in business activities that you know PNC intends to enter within the next 12 months (or, if after your Termination Date, within the first 12 months after your Termination Date), in either case whether you are acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. For purposes of Competitive Activity as defined herein (and as such similar term is defined in any equity-based award agreement held by you), the term “subsidiary” will not include any company in which PNC holds an interest pursuant to its merchant banking authority. “Detrimental Conduct” means: (a) You have engaged in, without the prior written consent of PNC (with consent to be given or withheld at PNC’s sole discretion), in any Competitive Activity in the Restricted Territory at any time during the period of your employment with PNC and the 12-month period following your Termination Date; EX 10.37


 
iii (b) any act of fraud, misappropriation, or embezzlement by you against PNC or one of its subsidiaries or any client or customer of PNC or one of its subsidiaries; or (c) you are convicted (including a plea of guilty or of nolo contendere) of, or you enter into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of your employment or other service relationship with PNC. You will be deemed to have engaged in Detrimental Conduct for purposes of this Agreement only if and when the Committee or other PNC Designated Person determines that you have engaged in conduct described in clause (a) or clause (b) above or that an event described in clause (c) above has occurred with respect to you. Detrimental Conduct will not apply to conduct by or activities of successors to the Award by will or the laws of descent and distribution in the event of your death. No determination that you have engaged in Detrimental Conduct may be made (x) on or after your Termination Date if your termination of employment was an Anticipatory Termination or (y) between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control. “Final Award Date” means (a) the date on which the Committee makes its determination as to the size of the payout to be paid out to you in accordance with this Agreement (such payout amount, the “Final Award”), if any, following the end of the Performance Period, (b) in the event of your death prior to the end of the Performance Period, the date on which the Committee makes its determination of a Final Award, if any, which determination will generally occur at the next regularly scheduled Committee meeting following your date of death, or (c) if a Change of Control has occurred prior to the date described in (a) and a Final Award has been authorized, the date upon which the service requirements are satisfied. “Good Reason” means the definition of Good Reason contained in the Change of Control Employment Agreement between you and PNC or any substitute employment agreement entered into between you and PNC then in effect or, if none, the occurrence of any of the following events without your consent: (a) the assignment of any duties to you inconsistent in any material respect with your position (including status, offices, titles and reporting requirements), or any other material diminution in such position, authority, duties or responsibilities; (b) any material reduction in your rate of base salary or the amount of your annual bonus opportunity (or, if less, the bonus opportunity established for PNC’s similarly situated employees for any year), or a material reduction in the level of any other employee benefits for which you are eligible receive below those offered to PNC’s similarly situated employees; EX 10.37


 
iv (c) PNC’s requiring you to be based at any office or location outside of a fifty (50)-mile radius from the office where you were employed on the Grant Date; (d) any action or inaction that constitutes a material breach by PNC of any agreement entered into between you and PNC; or (e) the failure by PNC to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of PNC to assume expressly and agree to perform this Agreement in the same manner and to the same extent that PNC would be required to perform it if no such succession had taken place. Notwithstanding the foregoing, none of the events described above shall constitute Good Reason unless and until (i) you first notify PNC in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its initial occurrence, (ii) PNC fails to cure such condition within 30 days after receipt of such written notice, and (iii) you terminate employment within two years of its initial occurrence. Your mental or physical incapacity following the occurrence of an event described above in clauses (a) through (e) shall not affect your ability to terminate employment for Good Reason, and your death following delivery of a notice of termination for Good Reason shall not affect your estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason. “Misconduct” means, as it relates to an Anticipatory Termination or following a Change of Control, (a) your willful and continued failure to substantially perform your duties with PNC (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or the CEO that specifically identifies the manner in which the Board or the CEO believes that you have not substantially performed your duties; or (b) your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to PNC or any of its subsidiaries. For purposes of clauses (a) and (b), no act or failure to act, on your part, shall be considered willful unless it is done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of PNC. Any act, or failure to act, based upon the instructions or prior approval of the Board, the CEO or your superior or based upon the advice of counsel for PNC, will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of PNC. Your cessation of employment will be deemed to be a termination of your employment with PNC for Misconduct only if and when there shall have been delivered to you, as part of the notice of your termination, a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a Board meeting called and held for the purpose of considering such termination, finding on the basis of EX 10.37


 
v clear and convincing evidence that, in the good faith opinion of the Board, you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail. Such resolution shall be adopted only after (i) reasonable notice of such Board meeting is provided to you, together with written notice that PNC believes that you are guilty of conduct described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail, and (ii) you are given an opportunity, together with counsel, to be heard before the Board. “Payout Share Units” refers to the performance-adjusted number of units that are eligible to vest. “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act. “PNC Designated Person” means (a) the Committee or its delegate if you are (or were when you ceased to be an employee of PNC) either a Group 1 covered employee including any equivalent successor classification or subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PNC securities (or both); or (b) the Committee, the CEO, or the Chief Human Resources Officer of PNC, or any other individual or group as may be designated by one of the foregoing to act as PNC Designated Person for purposes of this Agreement. “Qualifying Termination” has the meaning set forth in Section B of this Agreement. “Restricted Territory” means (a) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United States or Canada as of the Termination Date, the United States and Canada, (b) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in the United Kingdom as of the Termination Date, the United Kingdom or (c) if you are employed by (or, if you are not an employee, providing the majority of your services to) PNC in Germany as of the Termination Date, Germany or the United Kingdom. “Retirement” means your termination of employment with PNC at any time for any reason (other than termination of employment by reason of your death, by PNC for Cause or by reason of termination of employment in connection with a divestiture of assets or a divestiture of one or more subsidiaries of PNC if the Committee or the CEO or his or her designee so determines prior to such divestiture) on or after the first date on which you have both attained at least age 55 and completed five years of service, where a year of service is determined in the same manner as the determination of a year of vesting service calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan. “Termination Date” means the last day of your employment with PNC. If you are employed by a Subsidiary that ceases to be a Subsidiary or ceases to be a consolidated subsidiary of the Corporation under U.S. generally accepted accounting principles and you do not continue to be employed by or otherwise have a Service Relationship with EX 10.37


 
vi PNC, then for purposes of this Agreement, your employment with PNC terminates effective at the time this occurs. EX 10.37


 
-1- THE PNC FINANCIAL SERVICES GROUP, INC. 2016 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT APPENDIX C PERFORMANCE-BASED VESTING CONDITIONS The following table sets forth the performance-based vesting conditions of the Award: 1. General Overview and Definitions Performance-based vesting and payout of your Award is determined based on the level of satisfaction of two performance metrics during the Performance Period – one corporate performance metric and one risk-related performance metric. These metrics are described in more detail in the paragraphs below. “PNC” for purposes of this Appendix C as it refers to performance-based vesting conditions means the Corporation and its consolidated subsidiaries for financial reporting purposes. The corporate performance metric will be measured at the end of the Performance Period (except in certain limited circumstances, such as upon death or a Change of Control), as described in this Appendix C.) The two performance metrics are: 1. Relative Total Shareholder Return - PNC’s total shareholder return (TSR) for the period beginning on the Grant Date and ending on the 5th anniversary of the Grant Date (“5-Year TSR”). For this Award, 5-Year TSR means the total cumulative shareholder return (i.e., price change plus reinvestment of dividends) on PNC Common Stock for the Performance Period, assuming an investment on the Grant Date is held through the last day of the five-year Performance Period, based on the closing price of PNC Common Stock on the last trading day immediately prior to the last date of the Performance Period. PNC’s 5-Year TSR is compared to the 5-Year TSR on the common stock of each other member of the Peer Group, using EX 10.37


 
-2- the same Performance Period and same methodology for PNC’s TSR (“Relative 5-Year TSR”), to determine PNC’s percentile rank, which is expressed as a percentage, rounded to the nearest one-hundredth. “Peer Group” refers to the Committee-determined peer group as of the Grant Date. Performance will be measured based on the Peer Group on the last day of the Performance Period, taking into account name changes and the elimination from the Peer Group of any members since the beginning of the Performance Period (e.g., due to consolidation or merger). In the event of a merger of two members of the Peer Group during the Performance Period, the financial information of the resulting new company will be compared to that of the acquiring member of the Peer Group (as determined on a corporate accounting basis.) The Peer Group for this Award consists of the following members: PNC, Bank of America Corporation, Capital One Financial Corporation, Citizens Financial Group, Inc., Fifth Third Bancorp, JPMorgan Chase & Co., KeyCorp, M&T Bank Corporation, Regions Financial Corporation, Truist Financial Corp., U.S. Bancorp, and Wells Fargo & Company. 2. CET1 Ratio - Whether PNC has met or exceeded the common equity Tier 1 capital spot ratio limit as then in effect and applicable to The PNC Financial Services Group, Inc. (“CET1 Ratio”) (which may be on a pro forma fully phased-in basis, if applicable) as set forth in PNC’s Enterprise Capital Management Policy (or any successor policy) and monitored at least quarterly. All performance metrics will be determined on the basis of: (x) with respect to PNC’s absolute performance, PNC’s internal financial information; (y) with respect to PNC’s relative performance to other members of the Peer Group, either publicly disclosed financial information or, in the case of PNC, internal financial information that is anticipated to be publicly disclosed in an upcoming filing with the SEC; and EX 10.37


 
-3- (z) with respect to other members of the Peer Group, publicly disclosed financial information, in each case, only where such amounts can be reasonably determined as of the date immediately prior to the date the Committee makes its determination as to the size of the payout. 2. Calculating Corporate Performance Factor The “Corporate Performance Factor” is generated at the end of the Performance Period. Once the 5-Year TSR is determined at the end of the Performance Period, a corporate performance factor is calculated using the table attached as Exhibit 1 and applying linear interpolation, rounding to the nearest one-hundredth. The Corporate Performance Factor will adjust the Award upwards or downwards, up to a maximum of 25 percentage points either direction, such that the Corporate Performance Factor will range between 75.00% and 125.00% of the number of outstanding PRSUs. If PNC’s absolute TSR for the 5-year performance period is negative, however, the Corporate Performance Factor cannot exceed 100%. In the event of your death or a Change of Control, the provisions of paragraph 7 will govern the calculation of the Corporate Performance Factor. 3. Applying the Risk Performance Metric At the end of the Performance Period, the CET1 Ratio risk performance metric is evaluated. If PNC has met or exceeded the CET1 Ratio test based on PNC’s publicly reported financial results for (x) each full calendar year of the Performance Period, and, (y) for any partial calendar year of the Performance Period, the last completed quarter, then the formulaic risk-based performance metric for the Performance Period will be met. In the event the CET1 Ratio test is not met for a full calendar year or partial calendar year, all or a portion of the target number of PRSUs (and all related Dividend Equivalents) are eligible for forfeiture on the Final Award EX 10.37


 
-4- Date. The Committee will review and adjust the target number of PRSUs on the Final Award Date. 4. Risk Performance Review Adjustment In addition, and independent from the CET1 Ratio performance metric described in above, on or prior to the Final Award Date, the Committee has the discretion to conduct a risk performance review relating to a risk-related action of potentially material consequence to PNC. If the Committee exercises its discretion to conduct a risk performance review, the Committee will review and determine if a downward adjustment for risk performance is appropriate. If so, the Committee will determine the size of the risk adjustment to the Corporate Performance Factor (including reducing such Corporate Performance Factor to zero.) Any determination to conduct a risk performance review will be made shortly after the close of the Performance Period, but no later than the 45th day following the close of the Performance Period, and any required review will be conducted no later than the end of the first quarter following the close of the Performance Period. 5. Committee Discretion Notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee may use its discretion to reduce the number of Payout Share Units (including a reduction to zero) based on your individual performance. Discretion in Connection with a Change of Control. The Committee will have no discretion to adjust the calculated maximum Payout Share Units following a Change of Control or during a Change of Control Coverage Period. In the event (a) your termination of employment with PNC is an Anticipatory Termination, (b) a Change of Control is pending, and (c) the Committee-determined Final Award Date occurs prior to the Change of Control, the Committee will have no discretion to adjust your calculated maximum Payout Share Units under these circumstances. 6. Calculation of Payout Share Units Following the end of the Performance Period, the Committee reviews performance against the performance EX 10.37


 
-5- and Determination of Final Award metrics and makes its determination as to the Final Award, as follows: (1) Application of Risk Performance Metric - The Committee first determines whether or not to reduce the target number of PRSUs under the Award, based on the application of the risk performance metric, as follows: (a) If PNC has met or exceeded the CET1 Ratio for each full calendar year of the Performance Period, and for any partial calendar year of the Performance Period, the last completed quarter, there is no reduction in the number of target PRSUs under the Award. (b) If PNC has not met the CET1 Ratio not met for any full calendar year or partial calendar year, then the Committee can elect to reduce the target number of PRSUs (including a reduction to zero). (2) Committee Review of Performance Factor - Next, the Committee determines whether to approve the calculated Corporate Performance Factor, a lower percentage or a higher percentage based on application of any risk-related adjustment (described in paragraph 4) or other Committee discretion consistent with paragraph 5. (3) Final Award Determination - Once the Committee approves the final Corporate Performance Factor, it applies this percentage to the target number of PRSUs (as reduced for any failure to meet the CET1 Ratio during the Performance Period), and rounds down to the nearest whole share unit. The resulting amount is the number of Payout Share Units that are eligible to vest and be settled on the Final Award Date (i.e., the Final Award). In no event can the size of the Final Award be greater than 125.00% of the target number of PRSUs. (4) Special Rules Regarding the Final Award Date – The Final Award will become vested and payable as of the Final Award Date, which term is defined in Appendix B. The Final Award Date is typically the date on which the Committee makes its determination as to the size of the payout to be paid out to you, but:  In the event of a Change of Control, the amount of Payout Share Units will be calculated (as of the date of the Change of Control) as described in EX 10.37


 
-6- paragraph 7 below and determination of the Final Award will be made as soon as practicable after the Change of Control.  In the event of your death (prior to a Change of Control), the amount of Payout Share Units will be calculated as described in paragraph 7 below as soon as practicable following the calendar year of your death. In the event of your death following a Change of Control, the Payout Share Units and the Final Award Date will be determined as described above. 7. Determination of Payout Share Units Upon Death or a Change of Control Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death (or if you die following a termination of employment with PNC due to Disability, or Retirement on or after the third (3rd) anniversary of the Grant Date, or following an Anticipatory Termination), but prior to the Committee-determined Final Award Date, then the total number of Payout Share Units is calculated based on (a) target corporate performance for the Performance Period and (b) actual risk performance for the completed calendar years of the Performance Period, and for the year in which the date of death occurs, the last completed calendar quarter (if any), and no risk adjustments for any remaining years in the Performance Period. The amount of Payout Share Units is rounded down to the nearest whole share unit. This amount is not pro-rated, but remains subject to the Committee’s exercise of discretion. If a Change of Control occurs after your death and in the same calendar year of your death (but prior to the time the Committee makes a Final Award determination), the Final Award will be calculated as described below under “Change of Control” as though you remained continuously employed with PNC as of the Change of Control. Change of Control Upon a Change of Control, the total number of Payout Share Units is calculated based on (a) target corporate performance for the Performance Period and (b) actual risk performance for each full calendar year of the Performance Period, and for any partial calendar year of the Performance Period, the last completed quarter, rounded EX 10.37


 
-7- down to the nearest whole share unit. For any remaining portion of the Performance Period (including the year of the Change of Control), if the CET1 Ratio was not met or exceeded as of the quarter-end immediately preceding the Change of Control, a pro-rata portion of the number of target PRSUs will be forfeited and expire as of the Change of Control. The Committee does not have discretion to adjust this amount of Payout Share Units. 8. Definition of Change of Control Coverage Period “Change of Control Coverage Period” means a period commencing on the occurrence of a Change of Control Triggering Event (defined below) and ending upon the earlier to occur of (a) the date of a Change of Control Failure (defined below) and (b) the date of a Change of Control. After the termination of any Change of Control Coverage Period, another Change of Control Coverage Period will commence upon the occurrence of another Change of Control Triggering Event. For purposes of this definition:  a “Change of Control Triggering Event” means the occurrence of either of the following: (i) the Board or the Corporation’s shareholders approve a Business Combination, other than an Excluded Combination (as defined in the definition of Change of Control in Appendix B), or (ii) the commencement of a proxy contest in which any Person seeks to replace or remove a majority of the members of the Board  a “Change of Control Failure” means: (x) with respect to a Change of Control Triggering Event, the Corporation’s shareholders vote against the transaction approved by the Board or the agreement to consummate the transaction is terminated; or (y) with respect to a Change of Control Triggering Event described in clause (ii) of the definition above, the proxy contest fails to replace or remove a majority of the members of the Board. 9. Committee Determination The Committee may make prospective adjustments to the Award. All determinations made by the Committee or otherwise by PNC hereunder shall be made in its sole EX 10.37


 
-8- discretion and shall be final, binding and conclusive for all purposes on all parties. EX 10.37


 
-i- EXHIBIT 1: CORPORATE PERFORMANCE FACTOR Linear interpolation applies for performance between the threshold and maximum levels (in either direction). The calculated payout percentage will range from 75.00% to 125.00%. Percentile Performance of PNC TSR Relative to Peer Group Percent Increase or Reduction in Payout ≤25th percentile 25% reduction 50th percentile Target (no reduction) ≥75th percentile 25% increase EX 10.37


 
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf as of the Grant Date. THE PNC FINANCIAL SERVICES GROUP, INC. By: Chief Executive Officer ATTEST: By: Corporate Secretary ACCEPTED AND AGREED TO by GRANTEE ___________________________________ Grantee EX 10.37


 

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EXHIBIT 22
Subsidiary Issuers of Guaranteed Securities

The 100% owned finance subsidiary of The PNC Financial Services Group, Inc. (“PNC”) identified in the table below, has issued the securities listed opposite each of such subsidiary issuer in the table below. PNC has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all such securities:

Subsidiary IssuerGuaranteed Securities
PNC Capital Trust CFloating rate preferred trust securities





Document

EXHIBIT 31.1
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined in Rule 11 of Regulation S-T.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, William S. Demchak, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of The PNC Financial Services Group, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 2, 2022
/s/ William S. Demchak
William S. Demchak
Chairman, President and Chief Executive Officer



Document

EXHIBIT 31.2
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined in Rule 11 of Regulation S-T.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Robert Q. Reilly, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of The PNC Financial Services Group, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 2, 2022
/s/ Robert Q. Reilly
Robert Q. Reilly
Executive Vice President and Chief Financial Officer



Document

EXHIBIT 32.1
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined in Rule 11 of Regulation S-T.
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of The PNC Financial Services Group, Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, William S. Demchak, Chairman, President and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation for the dates and periods covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer of the Corporation with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as specifically required by law.
 
/s/ William S. Demchak
William S. Demchak
Chairman, President and Chief Executive Officer
August 2, 2022



Document

EXHIBIT 32.2
In accordance with Exchange Act Rules 13a-14(f) and 15d-14(f), this certification does not relate to Interactive Data Files as defined in Rule 11 of Regulation S-T.
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of The PNC Financial Services Group, Inc. (Corporation) as filed with the Securities and Exchange Commission on the date hereof (Report), I, Robert Q. Reilly, Executive Vice President and Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation for the dates and periods covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Chief Financial Officer of the Corporation with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as specifically required by law.



/s/ Robert Q. Reilly
Robert Q. Reilly
Executive Vice President and Chief Financial Officer
August 2, 2022


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Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT


pnc-20220630_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT


pnc-20220630_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT


pnc-20220630_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT


pnc-20220630_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT