PNC 10-K Annual Report Dec. 31, 2024 | Alphaminr
PNC FINANCIAL SERVICES GROUP, INC.
ALPHAMINR

PNC 10-K Fiscal year ended Dec. 31, 2024

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PNC FINANCIAL SERVICES GROUP, INC.
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TABLE OF CONTENTS
Part IprintItem 1 BusinessprintItem 1A Risk FactorsprintItem 1B Unresolved Staff CommentsprintItem 1C CybersecurityprintItem 2 PropertiesprintItem 3 Legal ProceedingsprintItem 4 Mine Safety DisclosuresprintPart IIprintItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6 ReservedprintItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)printNote 1 Accounting Policies and Note 3 Loans and Related Allowance For Credit LossesprintNote 10 Commitments and Note 16 Employee Benefit PlansprintNote 4 Loan Sale and Servicing Activities and Variable Interest Entities Has Further Information on Tax Credit InvestmentsprintNote 1 Accounting Policies, Note 2 Investment Securities, and Note 3 Loans and Related Allowance For Credit LossesprintItem 7A Quantitative and Qualitative Disclosures About Market RiskprintItem 8 Financial Statements and Supplementary DataprintNote 1 Accounting PoliciesprintNote 3 Loans and Related Allowance For Credit Losses in This ReportprintNote 2 Investment SecuritiesprintNote 3 Loans and Related Allowance For Credit LossesprintNote 4 Loan Sale and Servicing Activities and Variable Interest EntitiesprintNote 5 Goodwill and Mortgage Servicing RightsprintNote 6 LeasesprintNote 7 Premises, Equipment and Leasehold ImprovementsprintNote 8 Time DepositsprintNote 9 Borrowed FundsprintNote 10 CommitmentsprintNote 11 EquityprintNote 12 Other Comprehensive IncomeprintNote 13 Earnings Per ShareprintNote 14 Fair ValueprintNote 15 Financial DerivativesprintNote 16 Employee Benefit PlansprintNote 17 Stock Based Compensation PlansprintNote 18 Income TaxesprintNote 19 Regulatory MattersprintNote 20 Legal ProceedingsprintNote 21 Parent CompanyprintNote 22 Segment ReportingprintNote 23 Fee-based Revenue From Contracts with CustomersprintNote 24 Subsequent EventsprintItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A Controls and ProceduresprintItem 9B Other InformationprintPart IIIprintItem 10 Directors, Executive Officers and Corporate GovernanceprintItem 11 Executive CompensationprintItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13 Certain Relationships and Related Transactions, and Director IndependenceprintItem 14 Principal Accounting Fees and ServicesprintPart IVprintItem 15 Exhibits, Financial Statement SchedulesprintItem 16 Form 10-k Summaryprint

Exhibits

2.1.1 Share Purchase Agreement, dated as of November 15, 2020, between Banco Bilbao Vizcaya Argentaria, S.A. and The PNC Financial Services Group, Inc. Incorporated herein by reference to Exhibit 2.1 of the Corporations Current Report on Form 8-K filed November 19, 2020 2.1.2 Amendment No. 1 to the Purchase Agreement Incorporated herein by reference to Exhibit 2.1.2 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 3.1.1 Amended and Restated Articles of Incorporation of the Corporation, as amended and effective January2, 2009 Incorporated herein by reference to Exhibit 3.1 of the Corporations Annual Report on Form 10-K for the year ended December31, 2008 3.1.2 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O dated July21, 2011 Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed July27, 2011 3.1.3 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series P dated April19, 2012 Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed April24, 2012 3.1.4 Statement with Respect to Shares of 5.375% Non-Cumulative Perpetual Preferred Stock, Series Q dated September14, 2012 Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed September21, 2012 3.1.5 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series R dated May2, 2013 Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed May7, 2013 3.1.6 Amendment to Amended and Restated Articles of Incorporation of the Corporation, effective November19, 2015 Incorporated herein by reference to Exhibit 3.1.6 ofthe Corporations Current Report on Form 8-K filed November20, 2015 3.1.7 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S dated October27, 2016 Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed November1, 2016 3.1.8 Statement with Respect to Shares of the 3.400% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series T Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed September 13, 2021 3.1.9 Statement with Respect to Shares of the 6.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series U Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed April 26, 2022 3.1.10 Statement with Respect to Shares of the 6.200% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series V Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed August 19, 2022 3.1.11 Statement with Respect to Shares of the 6.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series W Incorporated herein by reference to Exhibit 3.1 of the Corporations Current Report on Form 8-K filed February 7, 2023 3.2 Amended and Restated Bylaws of the Corporation effective February 10, 2022 Filed herewith 4.2 Deposit Agreement dated July27, 2011, between the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the Depositary Receipts representing interests in the Series O preferred stock Incorporated herein by reference to Exhibit 4.2 of the Corporations Current Report on Form 8-K filed July27, 2011 4.3 Deposit Agreement, dated April24, 2012, between the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the Depositary Receipts representing interests in the Series P preferred stock Incorporated herein by reference to Exhibit 4.2 of the Corporations Current Report on Form 8-K filed April24, 2012 4.4 Deposit Agreement, dated May 7, 2013, between the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the Depositary Receipts representing interests in the Series R preferred stock Incorporated herein by reference to Exhibit 4.2 of the Corporations Current Report on Form 8-K filed May 7, 2013 4.5 Deposit Agreement, dated November1, 2016, between the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the Depositary Receipts representing interests in the Series S preferred stock Incorporated herein by reference to Exhibit 4.2 of the Corporations Current Report on Form 8-K filed November1, 2016 4.6 Deposit Agreement, dated September 13, 2021, between the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the Depositary Receipts representing interests in the Series T preferred stock Incorporated herein by reference to Exhibit 4.1 of the Corporations Current Report on Form 8-K filed September 13, 2021 4.7 Deposit Agreement, dated as of April 26, 2022, between the Corporation, Computershare Trust Company, N.A. and Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts representing interests in the Series U preferred stock Incorporated herein by reference to Exhibit 4.1 of the Corporations Current Report on Form 8-K filed April 26, 2022 4.8 Deposit Agreement, dated as of August 19, 2022, between the Corporation, Computershare Trust Company, N.A. and Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts representing interests in the Series V preferred stock Incorporated herein by reference to Exhibit 4.1 of the Corporations Current Report on Form 8-K filed August 19, 2022 4.9 Deposit Agreement, dated as of February 7, 2023, between the Corporation, Computershare Trust Company, N.A. and Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts representing interests in the Series W preferred stock Incorporated herein by reference to Exhibit 4.1 of the Corporations Current Report on Form 8-K filed February 7, 2023 4.10 Form of PNC Bank, National Association Subordinated Fixed Rate Global Bank Note issued prior to January 16, 2014 Incorporated herein by reference to Exhibit 4.11 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 4.11.1 Issuing and Paying Agency Agreement, dated January 16, 2014, between PNC Bank, National Association and PNC Bank, National Association, relating to the $25 billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 4.25 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013 4.11.2 Amendment No. 1 to Issuing and Paying Agency Agreement, dated May 22, 2015, between PNC Bank, National Association and PNC Bank, National Association, relating to the $30 billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 4.21.2 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 4.11.3 Amendment No. 2 to Issuing and Paying Agency Agreement, dated May 27, 2016, between PNC Bank, National Association and PNC Bank, National Association, relating to the $40 billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 4.20.3 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 4.12 Forms of PNC Bank, National Association Senior Global Bank Notes issued after January 16, 2014 (included in Exhibit 4.11.1) Incorporated herein by reference to Exhibit 4.25 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013 4.13 Forms of PNC Bank, National Association Subordinated Global Bank Notes issued on or after May 22, 2015 (included in Exhibit 4.11.2) Incorporated herein by reference to Exhibit 4.21.2 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 4.14 Description of the Corporations Securities Filed herewith 10.1.1 The Corporations Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.2 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2008* 10.1.2 Amendment 2009-1 to the Corporations Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.3 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2009* 10.1.3 Amendment 2013-1 to the Corporations Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.1.3 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013* 10.2.1 The Corporations ERISA Excess Pension Plan, as amended and restated effective January 1, 2023 Incorporated by reference to Exhibit 10.2 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2022* 10.2.2 Amendment 2024-1 to the Corporations ERISA Excess Pension Plan, as amended and restated effective January 1, 2023 Filed herewith* 10.3.1 The Corporations Key Executive Equity Program, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.6 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2008* 10.3.2 Amendment 2009-1 to the Corporations Key Executive Equity Program, as amended and restated as of January1, 2009 Incorporated herein by reference to Exhibit 10.9 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2009* 10.4.1 The Corporations Supplemental Incentive Savings Plan, as amended and restated effective January1, 2010 Incorporated herein by reference to Exhibit 10.17 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2011* 10.4.2 Amendment 2013-1 to the Corporations Supplemental Incentive Savings Plan, as amended and restated effective January1, 2010 Incorporated herein by reference to Exhibit 10.4.2 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013* 10.4.3 Amendment 2024-1 to the Corporations Supplemental Incentive Savings Plan, as amended and restated effective January 1, 2010 Filed herewith* 10.5.1 The Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.62 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2009* 10.5.2 Amendment 2009-1 to the Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.17 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2009* 10.5.3 Amendment 2010-1 to the Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.20 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2010* 10.5.4 Amendment 2011-1 to the Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.23 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2011* 10.5.5 Amendment 2012-1 to the Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.24 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2012* 10.5.6 Amendment 2013-1 to the Corporation and Affiliates Deferred Compensation Plan, as amended and restated May5, 2009 Incorporated herein by reference to Exhibit 10.5.6 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013* 10.6.1 The Corporation and Affiliates Deferred Compensation and Incentive Plan, as amended and restated effective January 1, 2020 Incorporated herein by reference to Exhibit 10.6.3 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2019* 10.6.2 Amendment 2021-1 to the Corporation and Affiliates Deferred Compensation and Incentive Plan, as amended and restated effective January 1, 2020 Incorporated herein by reference to Exhibit 10.6.1 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2021* 10.6.3 Amendment 2021-2 to the Corporation and Affiliates Deferred Compensation and Incentive Plan, as amended and restated effective January 1, 2020 Incorporated herein by reference to Exhibit 10.6.3 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2021* 10.7 The PNC Financial Services Group, Inc. 2016 Incentive Award Plan Incorporated herein by reference to Exhibit 99.1 of the Corporations Form S-8 (File No. 333-210995) filed April 29, 2016* 10.8 The Corporations Directors Deferred Compensation Plan, as amended and restated effective January1, 2015 Incorporated herein by reference to Exhibit 10.52 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September30, 2014* 10.9 The Corporations 2016 Incentive Award Plan Directors Deferred Stock Unit Program effective January1, 2017 Incorporated herein by reference to Exhibit 10.16 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2016* 10.10 Trust Agreement between the Corporation, as settlor, and Matrix Trust Company, as trustee Incorporated herein by reference to Exhibit 10.15 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2017* 10.11 Trust Agreement between PNC Investment Corp., as settlor, and PNC Bank, National Association, as trustee Incorporated herein by reference to Exhibit 10.34 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2005* 10.12 Certificate of Corporate Action for Grantor Trusts effective January1, 2012 Incorporated herein by reference to Exhibit 10.37 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2011* 10.13 Certificate of Corporate Action for Grantor Trusts effective December 1, 2021 Incorporated herein by reference to Exhibit 10.14 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2021* 10.14 The Corporations Employee Stock Purchase Plan, as amended and restated as of January 1, 2020 Incorporated herein by reference to Exhibit 4.4 of the Corporations Form S-8 (File No. 333-238049) filed May 6, 2020* 10.16 2022 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.34 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2022* 10.17 2022 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.35 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2022* 10.18 2022 Form of Restricted Share Units Award Agreement Senior Leader Program Incorporated herein by reference to Exhibit 10.36 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2022* 10.19 2022 Form of Performance Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.37 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2022* 10.20 2023 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.33 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2023* 10.21 2023 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.34 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2023* 10.22 2023 Form of Restricted Share Units Award Agreement Senior Leader Program Incorporated herein by reference to Exhibit 10.35 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2023* 10.23 2023 Form of Five-Year Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.36 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2023* 10.24 2024 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.30 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 10.25 2024 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.31 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 10.26 2024 Form of Restricted Share Units Award Agreement Senior Leader Program Incorporated herein by reference to Exhibit 10.32 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 10.27 Letter Agreement, dated as of July 24, 2024 Incorporated herein by reference to Exhibit 10.33 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 10.28 Form of Time Sharing Agreement between the Corporation and certain executives Incorporated herein by reference to Exhibit 10.33 of the Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2022* 10.29 Form of change of control employment agreements Incorporated herein by reference to Exhibit 10.51 of the Corporations Current Report on Form 8-K filed August 16, 2016* 10.30.2 Amendment to The National City Corporation 2004 Deferred Compensation Plan, as amended and restated effective January 1, 2005 Incorporated herein by reference to Exhibit 10.56 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2010* 10.31.1 Distribution Agreement, dated January16, 2014, between PNC Bank, National Association and the Dealers named therein, relating to the $25billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 10.47 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2014 10.31.2 Amendment No.1 to Distribution Agreement, dated May22, 2015, between PNC Bank, National Association and the Dealers named therein, relating to the $30billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 10.47.2 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 10.31.3 Amendment No.2 to Distribution Agreement, dated May27, 2016, between PNC Bank, National Association and the Dealers named therein, relating to the $40billion Global Bank Note Program for the Issue of Senior and Subordinated Bank Notes Incorporated herein by reference to Exhibit 10.48.3 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 19.1 Ethics and Conduct Insider Trading Policy Filed herewith 19.2 Information Barrier and Handling of Inside Information Policy Filed herewith 19.3 Control Room Procedure for Detecting and Preventing the Misuse of Material Non-Public Information by Employees Trading PNC Securities Filed herewith 21 Schedule of Certain Subsidiaries of the Corporation Filed herewith 22 Subsidiary Issuers of Guaranteed Securities Filed herewith 23.1 Consent of PricewaterhouseCoopers LLP, the Corporations Independent Registered Public Accounting Firm Filed herewith 24 Powers of Attorney Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section1350 Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section1350 Furnished herewith 97 Dodd-Frank Recoupment Policy effective October 2, 2023 Incorporated herein by reference to Exhibit 97 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023