PNC 10-K Annual Report Dec. 31, 2020 | Alphaminr
PNC FINANCIAL SERVICES GROUP, INC.
ALPHAMINR

PNC 10-K Fiscal year ended Dec. 31, 2020

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PNC FINANCIAL SERVICES GROUP, INC.
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 Selected Financial DataItem 8 Of This Report As Well As The Other Disclosures in This Report Concerning Our Historical Financial Performance, Our FutureItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)Note 1 Accounting Policies and Note 4 Loans and Related Allowance For Credit Losses in The Notes To ConsolidatedNote 5 Loan Sale and Servicing Activities and Variable Interest Entities,Note 10 Borrowed Funds,Note 11 Commitments, andNote 12 Equity, All Of Which Are in The Notes To Consolidated Financial Statements Included in Item 8 Of This ReportItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataNote 1 Accounting PoliciesNote 4 Loans and Related Allowance For Credit LossesNote 2 Acquisition and Divestiture ActivityNote 3 Investment SecuritiesNote 5 Loan Sale and Servicing Activities and Variable Interest EntitiesNote 6 Goodwill and Mortgage Servicing RightsNote 7 LeasesNote 8 Premises, Equipment and Leasehold ImprovementsNote 9 Time DepositsNote 10 Borrowed FundsNote 11 CommitmentsNote 12 EquityNote 13 Other Comprehensive IncomeNote 14 Earnings Per ShareNote 15 Fair ValueNote 16 Financial DerivativesNote 17 Employee Benefit PlansNote 18 Stock Based Compensation PlansNote 19 Income TaxesNote 20 Regulatory MattersNote 21 Legal ProceedingsNote 22 Parent CompanyNote 23 Segment ReportingNote 24 Fee-based Revenue From Contracts with CustomersItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

2.1 Stock 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 3.1.1 Amended and Restated Articles of Incorporation of the Corporation, 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 (2008 Form 10-K) 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 3.2 By-Laws of the Corporation, as amended and restated, effective August11, 2016 Incorporated herein by reference to Exhibit 3.2 of the Corporations Current Report on Form 8-K filed August11, 2016 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 Form of PNC Bank, National Association Subordinated Fixed Rate Global Bank Note issued prior to January16, 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 4.7.1 Issuing and Paying Agency Agreement, dated January16, 2014, between PNC Bank, National Association and PNC Bank, National Association, relating to the $25billion 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 December31, 2013 (2013 Form 10-K) 4.7.2 Amendment No.1 to Issuing and Paying Agency Agreement, dated May22, 2015, between PNC Bank, National Association and PNC Bank, National Association, relating to the $30billion 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 June30, 2015 (2nd Quarter 2015 Form 10-Q) 4.7.3 Amendment No.2 to Issuing and Paying Agency Agreement, dated May27, 2016, between PNC Bank, National Association and PNC Bank, National Association, relating to the $40billion 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 June30, 2016 (2nd Quarter 2016 Form 10-Q) 4.8 Forms of PNC Bank, National Association Senior Global Bank Notes issued after January16, 2014 (included in Exhibit 4.7.1) Incorporated herein by reference to Exhibit 4.25 of the Corporations 2013 Form 10-K 4.9 Forms of PNC Bank, National Association Subordinated Global Bank Notes issued on or after May22, 2015 (included in Exhibit 4.7.2) Incorporated herein by reference to Exhibit 4.21.2 of the Corporations 2nd Quarter 2015 Form 10-Q 4.10 Description of the Corporation's 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 2008 Form 10-K* 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 December31, 2009 (2009 Form 10-K)* 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 2013 Form 10-K* 10.2.1 The Corporations ERISA Excess Pension Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.4 of the Corporations 2008 Form 10-K* 10.2.2 Amendment 2009-1 to the Corporations ERISA Excess Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.6 of the Corporations 2009 Form 10-K* 10.2.3 Amendment 2011-1 to the Corporations ERISA Excess Pension Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.8 of the Corporations Annual Report on Form 10-K for the year ended December31, 2011 (2011 Form 10-K)* 10.2.4 Amendment 2013-1 to the Corporations ERISA Excess Pension Plan, as amended and restated effective January1, 2009 Incorporated herein by reference to Exhibit 10.2.4 of the Corporations 2013 Form 10-K* 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 2008 Form 10-K* 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 2009 Form 10-K* 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 2011 Form 10-K* 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 2013 Form 10-K* 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 2009 Form 10-K* 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 (2010 Form 10-K)* 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 2011 Form 10-K* 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 Form10-K for the year ended December31, 2012 (2012 Form 10-K)* 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 2013 Form 10-K* 10.6 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* 10.7 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 April29, 2016* 10.8.1 The Corporations 2006 Incentive Award Plan, as amended and restated effective as of March11, 2011 Incorporated herein by reference to Exhibit 10.70 of the Corporations Quarterly Report on Form 1O-Q for the quarter ended March31, 2011 (1st Quarter 2011 Form 10-Q)* 10.8.2 Addendum to the Corporations 2006 Incentive Award Plan, effective as of January26, 2012 Incorporated herein by reference to Exhibit 10.28 of the Corporations 2011 Form 10-K* 10.9 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* 10.10 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 2016 Form 10-K* 10.11 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* 10.12 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 3rd Quarter 2005 Form 10-Q* 10.13 Certificate of Corporate Action for Grantor Trusts effective January1, 2012 Incorporated herein by reference to Exhibit 10.37 of the Corporations 2011 Form 10-K* 10.14 The Corporations Employee Stock Purchase Plan, as amended and restated as of January1,2020 Incorporated herein by reference to Exhibit 4.4 of the Corporations Form S-8 (File No. 333-238049) filed May 6, 2020* 10.15 2011 forms of employee stock option, restricted stock, restricted share unit and performance unit agreements Incorporated herein by reference to Exhibit 10.71 of the Corporations 1st Quarter 2011 Form 10-Q* 10.16 2012 forms of employee stock option, restricted stock and restricted share unit agreements Incorporated herein by reference to Exhibit 10.77 of the Corporations Quarterly Report on Form 10-Q for the quarter ended March31, 2012 (1st Quarter 2012 Form 10-Q)* 10.17 Forms of employee stock option, restricted stock and restricted share unit agreements with varied vesting, payment and other circumstances Incorporated herein by reference to Exhibit 10.78 of the Corporations 1st Quarter 2012 Form 10-Q* 10.18 2013 forms of employee stock option and restricted share unit agreements Incorporated herein by reference to Exhibit 10.64 of the Corporations 2012 Form 10-K* 10.19 Additional 2013 forms of employee stock option, performance unit, restricted stock and restricted share unit agreements Incorporated herein by reference to Exhibit 10.82 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2013* 10.20 2017 Form of Performance Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.56 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (2nd Quarter 2017 Form 10-Q)* 10.21 2017 Form of Performance Restricted Share Units Award Agreement - Senior Leaders Program (Section 16 Executives) Incorporated herein by reference to Exhibit 10.58 of the Corporations 2nd Quarter 2017 Form 10-Q* 10.22 2018 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.50 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (2nd Quarter 2018 Form 10-Q)* 10.23 2018 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.51 of the Corporations 2nd Quarter 2018 Form 10-Q* 10.24 2018 Form of Restricted Share Units Award Agreement - Senior Leader Program Incorporated herein by reference to Exhibit 10.52 of the Corporations 2nd Quarter 2018 Form 10-Q* 10.25 2019 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.45 of the Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (3rd Quarter 2019 Form 10-Q)* 10.26 2019 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.46 of the Corporations 3rd Quarter 2019 Form 10-Q* 10.27 2019 Form of Restricted Share Units Award Agreement - Senior Leader Program Incorporated herein by reference to Exhibit 10.47 of the Corporations 3rd Quarter 2019 Form 10-Q* 10.28 2020 Form of Performance Share Units Award Agreement Incorporated herein by reference to Exhibit 10.39 of the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (2nd Quarter 2020 Form 10-Q)* 10.29 2020 Form of Restricted Share Units Award Agreement Incorporated herein by reference to Exhibit 10.40 of the Corporations 2nd Quarter 2020 Form 10-Q* 10.30 2020 Form of Restricted Share Units Award Agreement - Senior Leader Program Incorporated herein by reference to Exhibit 10.41 of the Corporations 2nd Quarter 2020 Form 10-Q* 10.31.1 Time Sharing Agreement, dated as of November 15, 2017, by and between the Corporation and William S. Demchak Filed herewith* 10.31.2 Time Sharing Agreements Amendment and Termination Agreement, dated asofFebruary 27, 2020,by andbetween the Corporation andWilliam S.Demchak Filed herewith* 10.32 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 August16, 2016* 10.33.2 Amendment to The National City Corporation 2004 Deferred Compensation Plan, as amended and restated effective January1, 2005 Incorporated herein by reference to Exhibit 10.56 of the Corporations 2010 Form 10-K* 10.34.1 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 by reference to Exhibit 10.47 of the Corporations Annual Report on Form 10-K for the year ended December31, 2014 10.34.2 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 2nd Quarter 2015 Form 10-Q 10.34.3 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 2nd Quarter 2016 Form 10-Q 21 Schedule of Certain Subsidiaries of the Corporation Filed herewith 23.1 Consent of PricewaterhouseCoopers LLP, the Corporations Independent Registered Public Accounting Firm Filed herewith 23.2 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm of BlackRock, Inc. 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 99.1 Audited consolidated financial statements of BlackRock, Inc. as of December 31, 2020 and 2019 and for each of the three years ended December 31, 2020 Filed herewith