PNC FINANCIAL SERVICES GROUP, INC. (Form: 10-Q, Received: 08/02/2017 12:15:20)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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, 2017

☐	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)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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.

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 7(a)(2)(B) of the Securities 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 21, 2017, there were 479,206,546 shares of the registrant’s common stock ($5 par value) outstanding.

T HE PNC F INANCIAL S ERVICES G ROUP , I NC .

Cross-Reference Index to Second Quarter 2017 Form 10-Q


	Pages
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).
Consolidated Income Statement		38
Consolidated Statement of Comprehensive Income		39
Consolidated Balance Sheet		40
Consolidated Statement of Cash Flows		41

Notes To Consolidated Financial Statements (Unaudited)
Note 1 Accounting Policies		43
Note 2 Loan Sale and Servicing Activities and Variable Interest Entities		43
Note 3 Asset Quality		45
Note 4 Allowance for Loan and Lease Losses		52
Note 5 Investment Securities		53
Note 6 Fair Value		56
Note 7 Goodwill and Mortgage Servicing Rights		67
Note 8 Employee Benefit Plans		68
Note 9 Financial Derivatives		69
Note 10 Earnings Per Share		73
Note 11 Total Equity and Other Comprehensive Income		74
Note 12 Legal Proceedings		76
Note 13 Commitments		77
Note 14 Segment Reporting		78
Note 15 Subsequent Events		81

Statistical Information (Unaudited)
Average Consolidated Balance Sheet And Net Interest Analysis		82
Reconciliation of Taxable-Equivalent Net Interest Income (Non-GAAP)		84
Transitional Basel III and Pro forma Fully Phased-In Basel III Common Equity Tier 1 Capital Ratios (Non-GAAP) – 2016 Periods		84

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Financial Review		1
Consolidated Financial Highlights		1
Executive Summary		3
Consolidated Income Statement Review		5
Consolidated Balance Sheet Review		8
Business Segments Review		12
Risk Management		20
Recent Regulatory Developments		33
Critical Accounting Estimates and Judgments		33
Off-Balance Sheet Arrangements and Variable Interest Entities		35
Internal Controls and Disclosure Controls and Procedures		36
Glossary of Terms		36
Cautionary Statement Regarding Forward-Looking Information		36

Item 3. Quantitative and Qualitative Disclosures about Market Risk.		20-33, 56-66 and 69-73

Item 4. Controls and Procedures.		36

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.		85

Item 1A. Risk Factors.		85

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		85

Item 6. Exhibits.		85
Exhibit Index		85
CorporateInformation		86
Signature		87

T HE PNC F INANCIAL S ERVICES G ROUP , I NC .

Cross-Reference Index to Second Quarter 2017 Form 10-Q (continued)

MD&A TABLE REFERENCE


Table	Description	Page
1	Consolidated Financial Highlights		1
2	Summarized Average Balances and Net Interest Income		5
3	Noninterest Income		6
4	Noninterest Expense		7
5	Summarized Balance Sheet Data		8
6	Details of Loans		9
7	Investment Securities		10
8	Weighted-Average Expected Maturities of Mortgage and Other Asset-Backed Debt Securities		10
9	Details of Funding Sources		11
10	Retail Banking Table		13
11	Corporate & Institutional Banking Table		16
12	Asset Management Group Table		19
13	BlackRock Table		20
14	Nonperforming Assets by Type		21
15	Change in Nonperforming Assets		21
16	Accruing Loans Past Due		22
17	Home Equity Lines of Credit – Draw Period End Dates		23
18	Consumer Real Estate Related Loan Modifications		23
19	Summary of Troubled Debt Restructurings		24
20	Allowance for Loan and Lease Losses		25
21	Loan Charge-Offs and Recoveries		25
22	Senior and Subordinated Debt		26
23	PNC Bank Notes Issued During Second Quarter 2017		27
24	Credit Ratings as of June 30, 2017 for PNC and PNC Bank		28
25	Basel III Capital		29
26	Interest Sensitivity Analysis		31
27	Net Interest Income Sensitivity to Alternative Rate Scenarios (Second Quarter 2017)		31
28	Alternate Interest Rate Scenarios: One Year Forward		31
29	Equity Investments Summary		32
30	Fair Value Measurements – Summary		33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE
Table	Description	Page
31	Cash Flows Associated with Loan Sale and Servicing Activities		44
32	Principal Balance, Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others		44
33	Non-Consolidated VIEs		45
34	Analysis of Loan Portfolio		46
35	Nonperforming Assets		47
36	Commercial Lending Asset Quality Indicators		47
37	Asset Quality Indicators for Home Equity and Residential Real Estate Loans – Excluding Purchased Impaired and Government Insured or Guaranteed Loans		48
38	Credit Card and Other Consumer Loan Classes Asset Quality Indicators		50
39	Financial Impact and TDRs by Concession Type		50
40	Impaired Loans		51
41	Rollforward of Allowance for Loan and Lease Losses and Associated Loan Data		52
42	Investment Securities Summary		53
43	Gross Unrealized Loss and Fair Value of Debt Securities		54
44	Gains (Losses) on Sales of Securities Available for Sale		55
45	Contractual Maturity of Debt Securities		55
46	Fair Value of Securities Pledged and Accepted as Collateral		56
47	Fair Value Measurements – Recurring Basis Summary		57
48	Reconciliation of Level 3 Assets and Liabilities		58

T HE PNC F INANCIAL S ERVICES G ROUP , I NC .

Cross-Reference Index to Second Quarter 2017 Form 10-Q (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE (Continued)


Table	Description	Page
49	Fair Value Measurements – Recurring Quantitative Information		62
50	Fair Value Measurements – Nonrecurring		64
51	Fair Value Measurements – Nonrecurring Quantitative Information		64
52	Fair Value Option – Fair Value and Principal Balances		65
53	Fair Value Option – Changes in Fair Value		65
54	Additional Fair Value Information Related to Other Financial Instruments		66
55	Mortgage Servicing Rights		67
56	Commercial Mortgage Loan Servicing Rights – Key Valuation Assumptions		67
57	Residential Mortgage Loan Servicing Rights – Key Valuation Assumptions		68
58	Components of Net Periodic Benefit Cost		68
59	Total Gross Derivatives		69
60	Gains (Losses) on Derivatives and Related Hedged Items – Fair Value Hedges		70
61	Gains (Losses) on Derivatives and Related Cash Flows – Cash Flow Hedges		71
62	Gains (Losses) on Derivatives Not Designated for Hedging under GAAP		71
63	Derivative Assets and Liabilities Offsetting		72
64	Basic and Diluted Earnings Per Common Share		73
65	Rollforward of Total Equity		74
66	Other Comprehensive Income		75
67	Accumulated Other Comprehensive Income (Loss) Components		76
68	Commitments to Extend Credit and Other Commitments		77
69	Results of Businesses		80

FINANCIAL REVIEW

T HE PNC F INANCIAL S ERVICES G ROUP , I NC .

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 Report and with Items 6, 7, 8 and 9A of our 2016 Annual Report on Form 10-K (2016 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 2016 Form 10-K; Item 1A Risk Factors included in our 2016 Form 10-K; and the Legal Proceedings and Commitments Notes of the Notes To Consolidated Financial Statements included in Item 1 of this Report and Item 8 of our 2016 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 2016 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 14 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 generally accepted accounting principles (GAAP) basis. In this Report, “PNC”, “we” or “us” refers to The PNC Financial Services Group, Inc. and its subsidiaries on a consolidated basis. References to The PNC Financial Services Group, Inc. or to any of its subsidiaries are specifically made where applicable.

Table 1: Consolidated Financial Highlights


Dollars in millions, except per share data Unaudited	Three months ended June 30						Six months ended June 30
Dollars in millions, except per share data Unaudited	2017			2016			2017			2016
Financial Results (a)
Revenue
Net interest income	$	2,258		$	2,068		$	4,418		$	4,166
Noninterest income		1,802			1,726			3,526			3,293
Total revenue		4,060			3,794			7,944			7,459
Provision for credit losses		98			127			186			279
Noninterest expense		2,479			2,360			4,881			4,641
Income before income taxes and noncontrolling interests	$	1,483		$	1,307		$	2,877		$	2,539
Net income	$	1,097		$	989		$	2,171		$	1,932
Less:
Net income attributable to noncontrolling interests		10			23			27			42
Preferred stock dividends		55			42			118			105
Preferred stock discount accretion and redemptions		2			1			23			3
Net income attributable to common shareholders	$	1,030		$	923		$	2,003		$	1,782
Less:
Dividends and undistributed earnings allocated to nonvested restricted shares		4			6			10			12
Impact of BlackRock earnings per share dilution		1			3			5			6
Net income attributable to diluted common shares	$	1,025		$	914		$	1,988		$	1,764
Diluted earnings per common share	$	2.10		$	1.82		$	4.05		$	3.49
Cash dividends declared per common share	$	.55		$	.51		$	1.10		$	1.02
Effective tax rate (b)		26.0	%		24.3	%		24.5	%		23.9	%
Performance Ratios
Net interest margin (c)		2.84	%		2.70	%		2.81	%		2.73	%
Noninterest income to total revenue		44	%		45	%		44	%		44	%
Efficiency		61	%		62	%		61	%		62	%
Return on:
Average common shareholders’ equity		9.88	%		8.87	%		9.69	%		8.66	%
Average assets		1.19	%		1.11	%		1.19	%		1.09	%

(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)	The effective income tax rates are generally lower than the statutory rate due to the relationship of pretax income to tax credits and earnings that are not subject to tax.

(c)

Calculated as annualized taxable-equivalent net interest income divided by average earning assets. To provide more meaningful comparisons of net interest margins, we use net interest income on a taxable-equivalent basis in calculating 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 generally accepted accounting principles (GAAP) in the Consolidated Income Statement. The taxable-equivalent adjustments to net interest income for the three months ended June 30, 2017 and June 30, 2016 were $54 million and $48 million, respectively. The taxable-equivalent adjustments to net interest income for the six months ended June 30, 2017 and June 30, 2016 were $106 million and $96 million, respectively. For additional information, see 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)


Unaudited	June 30 2017			December 31 2016			June 30 2016
Balance Sheet Data (dollars in millions, except per share data)
Assets	$	372,190		$	366,380		$	361,335
Loans	$	218,034		$	210,833		$	209,056
Allowance for loan and lease losses	$	2,561		$	2,589		$	2,685
Interest-earning deposits with banks (b)	$	22,482		$	25,711		$	26,750
Investment securities	$	76,431		$	75,947		$	71,801
Loans held for sale	$	2,030		$	2,504		$	2,296
Equity investments (c)	$	10,819		$	10,728		$	10,469
Mortgage servicing rights	$	1,867		$	1,758		$	1,222
Goodwill	$	9,163		$	9,103		$	9,103
Other assets	$	28,886		$	27,506		$	29,127

Noninterest-bearing deposits	$	79,550		$	80,230		$	77,866
Interest-bearing deposits	$	179,626		$	176,934		$	171,912
Total deposits	$	259,176		$	257,164		$	249,778
Borrowed funds	$	56,406		$	52,706		$	54,571
Total shareholders’ equity	$	46,084		$	45,699		$	45,558
Common shareholders’ equity	$	42,103		$	41,723		$	42,103
Accumulated other comprehensive income (loss)	$	(98	)	$	(265	)	$	736

Book value per common share	$	87.78		$	85.94		$	85.33
Common shares outstanding (in millions)		480			485			493
Loans to deposits		84	%		82	%		84	%

Client Assets (in billions)
Discretionary client assets under management	$	141		$	137		$	135
Nondiscretionary client assets under administration		125			120			117
Total client assets under administration (d)		266			257			252
Brokerage account client assets		46			44			44
Total client assets	$	312		$	301		$	296

Capital Ratios
Transitional Basel III (e) (f)
Common equity Tier 1		10.3	%		10.6	%		10.6	%
Tier 1 risk-based		11.6	%		12.0	%		11.9	%
Total capital risk-based		13.7	%		14.3	%		14.3	%
Leverage		9.9	%		10.1	%		10.2	%
Pro forma Fully Phased-In Basel III (Non-GAAP) (f)
Common equity Tier 1		9.8	%		10.0	%		10.2	%
Common shareholders’ equity to assets		11.3	%		11.4	%		11.7	%

Asset Quality
Nonperforming loans to total loans		.90	%		1.02	%		1.08	%
Nonperforming assets to total loans, OREO, foreclosed and other assets		.99	%		1.12	%		1.20	%
Nonperforming assets to total assets		.58	%		.65	%		.70	%
Net charge-offs to average loans (for the three months ended) (annualized)		.20	%		.20	%		.26	%
Allowance for loan and lease losses to total loans		1.17	%		1.23	%		1.28	%
Allowance for loan and lease losses to total nonperforming loans		131	%		121	%		119	%
Accruing loans past due 90 days or more (in millions)	$	674		$	782		$	754

(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.

(b)	Amounts include balances held with the Federal Reserve Bank of Cleveland (Federal Reserve Bank) of $22.1 billion, $25.1 billion and $26.3 billion as of June 30, 2017, December 31, 2016 and June 30, 2016, respectively.

(c)	Amounts include our equity interest in BlackRock.

(d)

As a result of certain investment advisory services performed by one of our registered investment advisors, certain assets were previously reported as both discretionary client assets under management and nondiscretionary client assets under administration. Effective for the first quarter of 2017, these amounts are only reported as discretionary assets under management. Prior periods were adjusted to remove amounts previously included in nondiscretionary assets under administration of approximately $9 billion at both December 31, 2016 and June 30, 2016.

(e)	Calculated using the regulatory capital methodology applicable to PNC during each period presented.

(f)

See Basel III Capital discussion in the Capital Management portion of the Risk Management section of this Financial Review and the capital discussion in the Banking Regulation and Supervision section of Item 1 Business in our 2016 Form 10-K. See also the Transitional Basel III and Pro forma Fully Phased-In Basel III Common Equity Tier 1 Capital Ratios (Non-GAAP) – 2016 Periods table in the Statistical Information section of this Report for a reconciliation of the 2016 periods’ ratios.

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

E XECUTIVE S UMMARY

The PNC Financial Services Group, Inc. is one of the largest diversified financial services companies in the United States 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 primary geographic markets are located in Pennsylvania, Ohio, New Jersey, Michigan, Illinois, Maryland, Indiana, Florida, North Carolina, Kentucky, Washington, D.C., Delaware, Virginia, Georgia, Alabama, Missouri, Wisconsin and South Carolina. We also provide certain products and services internationally.

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 expand and deepen customer relationships by offering a broad range of deposit, fee-based and credit products and services. We are focused on delivering those products and services to our customers with the goal of addressing their financial objectives and putting customers’ needs first. 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 wellbeing. Our approach is concentrated on organically growing and deepening client relationships across our businesses that meet our risk/return measures.

Our strategic priorities are designed to enhance value over the long term. One of our priorities is to build a leading banking franchise in our underpenetrated geographic markets. We are focused on reinventing the retail banking experience by transforming the retail distribution network and the home lending process for a better customer experience and improved efficiency, and growing our consumer loan portfolio. In addition, we are seeking to attract more of the investable assets of new and existing clients and we continue to focus on expense management while investing in technology to bolster critical business infrastructure and streamline core processes.

Our capital priorities are to support client growth and business investment, maintain appropriate capital in light of economic conditions and the Basel III framework and return excess capital to shareholders, in accordance with the currently effective capital plan included in our Comprehensive Capital Analysis and Review (CCAR) submission to the Board of Governors of the Federal Reserve System (Federal Reserve). For more detail, see the Capital Highlights portion of this Executive Summary and 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 2016 Form 10-K.

Income Statement Highlights

Net income for the second quarter of 2017 was $1.1 billion, or $2.10 per diluted common share, an increase of 11%, compared to $1.0 billion, or $1.82 per diluted common share, for the second quarter of 2016.

•

Total revenue increased $266 million, or 7%, to $4.1 billion.

•

Net interest income increased $190 million, or 9%, to $2.3 billion.

•

Net interest margin increased to 2.84% compared to 2.70% for the second quarter of 2016.

•

Noninterest income increased $76 million, or 4%, to $1.8 billion.

•

Provision for credit losses decreased to $98 million compared to $127 million for the second quarter of 2016.

•

Noninterest expense increased $119 million, or 5%, to $2.5 billion, reflecting overall higher levels of business activity.

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

Balance Sheet Highlights

Our balance sheet was strong and well positioned at June 30, 2017 and December 31, 2016.

•

Total loans increased $7.2 billion, or 3%, to $218.0 billion.

•

Total commercial lending grew $7.8 billion, or 6%.

•

Total consumer lending decreased $.6 billion, or 1%.

•

Total deposits increased $2.0 billion, or 1%, to $259.2 billion.

•

Investment securities increased $.5 billion, or 1%, to $76.4 billion.

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

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

Credit Quality Highlights

Overall credit quality remained stable at June 30, 2017 compared to December 31, 2016.

•

Nonperforming assets decreased $221 million, or 9%, to $2.2 billion at June 30, 2017 compared with December 31, 2016.

•

Overall loan delinquencies decreased $250 million, or 16%, as of June 30, 2017 compared with December 31, 2016.

•

Net charge-offs of $110 million in the second quarter of 2017 decreased 18% compared to net charge-offs of $134 million for the second quarter of 2016.

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

Capital Highlights

We maintained a strong capital position and continued to return capital to shareholders.

•

The Transitional Basel III common equity Tier 1 capital ratio was 10.3% at June 30, 2017 compared to 10.6% at December 31, 2016.

•

Pro forma fully phased-in Basel III common equity Tier 1 capital ratio, a non-GAAP financial measure, was an estimated 9.8% at June 30, 2017 compared to 10.0% at December 31, 2016 based on the standardized approach rules.

•

In the second quarter of 2017, we returned $1.0 billion of capital to shareholders through repurchases of 5.7 million common shares for $.7 billion and dividends on common shares of $.3 billion, completing our common stock repurchase program for the four quarter period ending in the second quarter of 2017.

•

In June 2017, we announced share repurchase programs of up to $2.7 billion for the four-quarter period beginning in the third quarter of 2017, including repurchases of up to $.3 billion related to employee benefit plans.

•

In July 2017, our board of directors raised the quarterly cash dividend on common stock to 75 cents per share, an increase of 20 cents per share, or 36%, effective with the August 2017 dividend.

See the Liquidity and Capital Management portion of the Risk Management section of this Financial Review for more detail on our 2017 capital and liquidity actions as well as our capital ratios.

Our ability to take certain capital actions, including plans to pay or increase common stock dividends or to repurchase shares under current or future programs, is subject to the results of the supervisory assessment of capital adequacy undertaken by the Federal Reserve as part of the CCAR

process. For additional information, see the Supervision and Regulation section in Item 1 Business of our 2016 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 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 current view that the U.S. economy and the labor market will grow moderately in 2017, boosted by stable oil/energy prices, improving consumer spending and housing activity, and some federal fiscal policy stimulus as a result of the 2016 elections. Short-term interest rates and bond yields are expected to continue rising in 2017; inflation has slowed in the first half of 2017, but should gradually accelerate into 2018. Specifically, our business outlook reflects our expectation of continued steady growth in GDP, one 25 basis point increase in short-term interest rates by the Federal Reserve in December of 2017, and an announcement from the Federal Reserve that it will begin to reduce the size of its balance sheet in the fall of 2017. We are also assuming that long-term rates rise at a slower pace than short-term rates. See the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and Item 1A Risk Factors in our 2016 Form 10-K for other factors that could cause future events to differ, perhaps materially, from those anticipated in these forward-looking statements.

For the full year 2017 compared to full year 2016, we continue to expect:

•

Loans to increase by mid-single digits, on a percentage basis;

•

Revenue growth in the upper end of the mid-single digit range, on a percentage basis;

•

Noninterest expense to increase by low single digits, on a percentage basis; and

•

The effective tax rate to be between 25% and 26% absent the impact of any tax reform.

For each remaining quarter of 2017, we expect other noninterest income to be between $250 million and $300 million.

For the third quarter of 2017 compared to the second quarter of 2017, we expect:

•

Modest loan growth;

•

Net interest income to increase by low single digits, on a percentage basis;

•

Fee income to be stable. Fee income consists of asset management, consumer services, corporate services, residential mortgage and service charges on deposits;

•

Provision for credit losses to be between $75 million and $125 million; and

•

Noninterest expense to be stable.

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

C ONSOLIDATED I NCOME S TATEMENT R EVIEW

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

Net income for the second quarter of 2017 was $1.1 billion, or $2.10 per diluted common share, an increase of 11% compared to $1.0 billion, or $1.82 per diluted common share, for the second quarter of 2016. For the first six months of 2017, net income was $2.2 billion, or $4.05 per diluted common share, an increase of 12% compared to $1.9 billion, or $3.49 per diluted common share, for the first six months of 2016.

Net income increased in both comparisons driven by a 7% increase in revenue from higher net interest income and noninterest income and a lower provision for credit losses, partially offset by a 5% increase in noninterest expense.

Net Interest Income

Table 2: Summarized Average Balances and Net Interest Income (a)


	2017								2016
Three months ended June 30 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	$	75,352		2.71	%	$	511		$	70,194		2.68	%	$	472
Loans		216,373		3.82	%		2,077			208,330		3.56	%		1,860
Interest-earning deposits with banks		22,543		1.04	%		58			26,463		.51	%		33
Other		9,748		3.38	%		82			7,449		3.59	%		67
Total interest-earning assets/interest income	$	324,016		3.35	%		2,728		$	312,436		3.10	%		2,432
Liabilities
Interest-bearing liabilities
Interest-bearing deposits	$	179,012		.32	%		143		$	171,847		.24	%		104
Borrowed funds		57,524		1.89	%		273			53,633		1.57	%		212
Total interest-bearing liabilities/interest expense	$	236,536		.70	%		416		$	225,480		.56	%		316
Net interest margin/income (Non-GAAP)				2.84	%		2,312					2.70	%		2,116
Taxable-equivalent adjustments							(54	)							(48	)
Net interest income (GAAP)						$	2,258							$	2,068


	2017								2016
Six months ended June 30 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	$	75,800		2.69	%	$	1,019		$	70,232		2.70	%	$	950
Loans		214,324		3.75	%		4,018			207,757		3.58	%		3,735
Interest-earning deposits with banks		23,363		.92	%		107			25,998		.50	%		65
Other		9,076		3.46	%		156			7,606		3.61	%		137
Total interest-earning assets/interest income	$	322,563		3.29	%		5,300		$	311,593		3.13	%		4,887
Liabilities
Interest-bearing liabilities
Interest-bearing deposits	$	177,947		.30	%		263		$	170,335		.25	%		209
Borrowed funds		56,241		1.82	%		513			53,629		1.54	%		416
Total interest-bearing liabilities/interest expense	$	234,188		.66	%		776		$	223,964		.56	%		625
Net interest margin/income (Non-GAAP)				2.81	%		4,524					2.73	%		4,262
Taxable-equivalent adjustments							(106	)							(96	)
Net interest income (GAAP)						$	4,418							$	4,166

(a)

The PNC Financial Services Group, Inc. – Form 10-Q 5

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 by $190 million, or 9%, and $252 million, or 6%, for the second quarter and first six months of 2017, respectively, compared to the same periods in 2016. The increase in both comparisons was attributable to higher loan yields and loan growth, as well as increased securities balances, partially offset by an increase in borrowing and deposit costs. Net interest margin increased in both comparisons largely reflecting the benefit from higher interest rates in the 2017 periods.

Average investment securities increased $5.2 billion, or 7%, and $5.6 billion, or 8%, in the quarterly and year-to-date comparisons, respectively. The increase in both comparisons reflected net purchases of agency residential mortgage-backed securities and U.S Treasury securities, partially offset by declines in average commercial mortgage-backed securities and non-agency residential mortgage-backed securities. Total investment securities increased to 23% of average interest-earning assets compared to 22% in the quarterly comparison and was 23% in both of the year-to-date periods.

Average loans grew $8.0 billion, or 4%, and $6.6 billion, or 3%, in the quarterly and year-to-date comparisons, respectively. The increase in average loans in both comparisons was driven by broad growth across our businesses within our Corporate & Institutional Banking segment, as well as higher residential mortgage loans within our Retail Banking segment. Both comparisons also reflected the impact of our acquisition of a commercial and vendor finance business with $1.0 billion of loans and leases. These increases were partially offset by decreases in consumer loans driven by runoff in the non-strategic consumer loan portfolios of brokered home equity and government guaranteed education loans. Loans remained stable at 67% of average interest-earning assets in the quarterly comparison and 66% for the first six months of 2017 compared to 67% for the same period in 2016.

Average total deposits of $256.4 billion for the second quarter of 2017 grew $8.8 billion, or 4%, over the second quarter of 2016, and average year-to-date deposits grew $8.8 billion, or 4%, over the same period of 2016, largely due to growth in average interest-bearing deposits, which increased $7.2 billion and $7.6 billion in both comparisons. This growth was driven by higher average savings deposits, which reflected a shift from money market deposits to relationship-based savings products, as well as higher average interest-bearing demand deposits. Average interest-bearing deposits represented 76% of average interest-bearing liabilities in both the quarterly and year-to-date comparison.

Noninterest Income

Table 3: Noninterest Income


	Three months ended June 30										Six months ended June 30
					Change										Change
Dollars in millions	2017		2016		$			%			2017		2016		$			%
Noninterest income
Asset management	$	398	$	377	$	21			6	%	$	801	$	718	$	83			12	%
Consumer services		360		354		6			2	%		692		691		1			–
Corporate services		434		403		31			8	%		827		728		99			14	%
Residential mortgage		104		165		(61	)		(37	)%		217		265		(48	)		(18	)%
Service charges on deposits		170		163		7			4	%		331		321		10			3	%
Other		336		264		72			27	%		658		570		88			15	%
Total noninterest income	$	1,802	$	1,726	$	76			4	%	$	3,526	$	3,293	$	233			7	%

Noninterest income as a percentage of total revenue was 44% for the second quarter of 2017 compared to 45% for the same period in 2016. The comparable amounts for the year-to-date periods were both 44%.

Asset management revenue increased in both comparisons driven by higher earnings from BlackRock and the impact of higher average equity markets in our asset management business. Discretionary client assets under management increased to $141 billion at June 30, 2017 compared with $135 billion at June 30, 2016.

Corporate services revenue increased in both comparisons largely reflecting higher merger and acquisition advisory fees and other capital markets-related revenue, including both higher loan syndication fees and treasury management fees.

Residential mortgage revenue decreased in both the quarterly and year-to-date comparisons as a result of lower loan sales revenue and a lower benefit from residential mortgage servicing rights valuation, net of economic hedge.

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

Other noninterest income increased in both comparisons largely driven by higher revenue from private equity investments reflecting positive impacts from valuation adjustments on equity investments subject to the Volcker Rule provisions of the Dodd-Frank Act and higher revenue from credit valuations on customer-related derivative activities. These increases were partially offset by the impact of 2016 net gains on the sale of Visa Class B common shares. The quarterly comparison also reflected higher revenue from commercial mortgage loans held for sale activities and higher operating lease income.

Provision For Credit Losses

The provision for credit losses decreased $29 million to $98 million in the second quarter of 2017 compared to the second quarter of 2016 and decreased $93 million to $186 million for the first six months of 2017 compared to the same period in 2016. The decrease in both periods was due to lower provisions for certain energy related loans in the oil, gas and coal sectors partially offset by an initial provision for a loan and lease portfolio obtained through the acquisition of a commercial and vendor finance business in the second quarter of 2017.

The Credit Risk Management portion of the Risk Management section of this Financial Review includes additional information regarding factors impacting the provision for credit losses.

Noninterest Expense

Table 4: Noninterest Expense


	Three months ended June 30										Six months ended June 30
					Change										Change
Dollars in millions	2017		2016		$			%			2017		2016		$			%
Noninterest expense
Personnel	$	1,263	$	1,226	$	37			3	%	$	2,512	$	2,371	$	141			6	%
Occupancy		202		215		(13	)		(6	)%		424		436		(12	)		(3	)%
Equipment		281		240		41			17	%		532		474		58			12	%
Marketing		67		61		6			10	%		122		115		7			6	%
Other		666		618		48			8	%		1,291		1,245		46			4	%
Total noninterest expense	$	2,479	$	2,360	$	119			5	%	$	4,881	$	4,641	$	240			5	%

Higher noninterest expense in both the quarterly and year-to-date comparisons reflected overall higher levels of business activity and ongoing investments in technology and business infrastructure as PNC continued to focus on disciplined expense management.

As of June 30, 2017, we were on track to achieve our full-year 2017 goal of $350 million in cost savings through our continuous improvement program, which we expect will fund a significant portion of our 2017 business and technology investments, including our Retail branch strategy, enhanced digital capabilities and our home lending transformation.

Effective Income Tax Rate

The effective income tax rate was 26.0% in the second quarter of 2017 compared to 24.3% in the second quarter of 2016 and 24.5% in the first six months of 2017 compared to 23.9% in the same period of 2016. The increases in both comparisons were primarily related to higher pretax earnings, and in the year-to-date comparison, partially offset by the impact of higher tax deductions related to stock-based compensation in the first quarter of 2017.

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

C ONSOLIDATED B ALANCE S HEET R EVIEW

Table 5: Summarized Balance Sheet Data


	June 30 2017			December 31 2016			Change
Dollars in millions	June 30 2017			December 31 2016			$			%
Assets
Interest-earning deposits with banks	$	22,482		$	25,711		$	(3,229	)		(13	)%
Loans held for sale		2,030			2,504			(474	)		(19	)%
Investment securities		76,431			75,947			484			1	%
Loans		218,034			210,833			7,201			3	%
Allowance for loan and lease losses		(2,561	)		(2,589	)		28			1	%
Mortgage servicing rights		1,867			1,758			109			6	%
Goodwill		9,163			9,103			60			1	%
Other, net		44,744			43,113			1,631			4	%
Total assets	$	372,190		$	366,380		$	5,810			2	%
Liabilities
Deposits	$	259,176		$	257,164		$	2,012			1	%
Borrowed funds		56,406			52,706			3,700			7	%
Other		10,423			9,656			767			8	%
Total liabilities		326,005			319,526			6,479			2	%
Equity
Total shareholders’ equity		46,084			45,699			385			1	%
Noncontrolling interests		101			1,155			(1,054	)		(91	)%
Total equity		46,185			46,854			(669	)		(1	)%
Total liabilities and equity	$	372,190		$	366,380		$	5,810			2	%

The summarized balance sheet data in Table 5 is based upon our Consolidated Balance Sheet in Part 1, Item 1 of this Report.

Our balance sheet was strong and well positioned at both June 30, 2017 and December 31, 2016.

•

Total assets increased as loan growth was partially offset by lower deposits held with the Federal Reserve Bank;

•

Total liabilities increased due to higher borrowed funds and deposit growth;

•

Total equity decreased due to a decline in noncontrolling interests related to the redemption of Perpetual Trust Securities in the first quarter of 2017.

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 of this Financial Review and in Note 18 Regulatory Matters in the Notes To Consolidated Financial Statements included in our 2016 Form 10-K.

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

Loans

Table 6: Details of Loans


	June 30 2017		December 31 2016		Change
Dollars in millions	June 30 2017		December 31 2016		$			%
Commercial lending
Commercial
Manufacturing	$	20,533	$	18,891	$	1,642			9	%
Retail/wholesale trade		18,101		16,752		1,349			8	%
Service providers		15,111		14,707		404			3	%
Real estate related (a)		12,179		11,920		259			2	%
Health care		9,541		9,491		50			1	%
Financial services		8,493		7,241		1,252			17	%
Other industries		24,599		22,362		2,237			10	%
Total commercial		108,557		101,364		7,193			7	%
Commercial real estate		29,489		29,010		479			2	%
Equipment lease financing		7,719		7,581		138			2	%
Total commercial lending		145,765		137,955		7,810			6	%
Consumer lending
Home equity		29,219		29,949		(730	)		(2	)%
Residential real estate		16,049		15,598		451			3	%
Credit card		5,211		5,282		(71	)		(1	)%
Other consumer
Automobile		12,488		12,380		108			1	%
Education		4,751		5,159		(408	)		(8	)%
Other		4,551		4,510		41			1	%
Total consumer lending		72,269		72,878		(609	)		(1	)%
Total loans	$	218,034	$	210,833	$	7,201			3	%

(a)	Includes loans to customers in the real estate and construction industries.

Growth in commercial lending was broad based across our lending businesses and included the acquisition of a commercial and vendor finance business with $1.0 billion of loans and leases. Lower consumer lending was driven by declines in home equity and education loans, partially offset by higher residential real estate loans. The decreases in home equity and education reflected runoff in the non-strategic brokered home equity and government guaranteed education loan portfolios.

See the Credit Risk Management portion of the Risk Management section of this Financial Review and Note 1 Accounting Policies, Note 3 Asset Quality and Note 4 Allowances for Loan and Lease Losses in our Notes To Consolidated Financial Statements included in this Report for additional information regarding our loan portfolio.

The PNC Financial Services Group, Inc. – Form 10-Q 9

Investment Securities

Table 7: Investment Securities


	June 30, 2017				December 31, 2016				Ratings (a) As of June 30, 2017
Dollars in millions	Amortized Cost		Fair Value		Amortized Cost		Fair Value		AAA/ AA			A			BBB			BB and Lower			No Rating
U.S. Treasury and government agencies	$	13,570	$	13,750	$	13,627	$	13,714		100	%
Agency residential mortgage-backed		39,522		39,428		37,319		37,109		100
Non-agency residential mortgage-backed		3,004		3,254		3,382		3,564		11						4	%		76	%		9	%
Agency commercial mortgage-backed		2,683		2,676		3,053		3,046		100
Non-agency commercial mortgage-backed (b)		3,768		3,798		4,590		4,602		86			3	%		1			1			9
Asset-backed (c)		6,287		6,349		6,496		6,524		87			4			3			6
Other debt (d)		6,583		6,803		6,679		6,810		74			15			8						3
Corporate stock and other		491		489		603		601														100
Total investment securities (e)	$	75,908	$	76,547	$	75,749	$	75,970		92	%		2	%		1	%		3	%		2	%

(a)	Ratings percentages allocated based on amortized cost.

(b)	Collateralized primarily by retail properties, office buildings, lodging properties and multi-family housing.

(c)	Collateralized primarily by corporate debt, government guaranteed education loans and other consumer credit products.

(d)	Includes state and municipal securities.

(e)	Includes available for sale and held to maturity securities.

Investment securities increased $.5 billion at June 30, 2017 compared to December 31, 2016. Growth in investment securities was driven by net purchases of agency residential mortgage-backed securities, largely offset by declines in commercial mortgage-backed securities.

Table 7 presents the distribution of our investment securities portfolio by credit rating. 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, which could affect our risk-weighted assets and, therefore, our risk-based regulatory capital ratios under the regulatory capital rules. 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.

At least quarterly, we conduct a comprehensive security-level impairment assessment on all securities. If economic conditions, including home prices, were to deteriorate from current levels, and if market volatility and liquidity were to deteriorate from current levels, or if market interest rates were to increase or credit spreads were to widen appreciably, the valuation of our investment securities portfolio would likely be adversely affected and we could incur additional OTTI credit losses that would impact our Consolidated Income Statement.

The duration of investment securities was 3.3 years at June 30, 2017. We estimate that at June 30, 2017 the effective duration of investment securities was 3.5 years for an immediate 50 basis points parallel increase in interest rates and 3.1 years for an immediate 50 basis points parallel decrease in interest rates.

Based on expected prepayment speeds, the weighted-average expected maturity of the investment securities portfolio (excluding corporate stock and other) was 5.0 years at both June 30, 2017 and December 31, 2016.

Table 8: Weighted-Average Expected Maturities of Mortgage and Other Asset-Backed Debt Securities


June 30, 2017	Years
Agency residential mortgage-backed		5.2
Non-agency residential mortgage-backed		5.8
Agency commercial mortgage-backed		3.4
Non-agency commercial mortgage-backed		3.8
Asset-backed		2.5

Additional information regarding our investment securities is included in Note 5 Investment Securities and Note 6 Fair Value in the Notes To Consolidated Financial Statements included in this Report.

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

Funding Sources

Table 9: Details of Funding Sources


Dollars in millions	June 30 2017		December 31 2016		Change
Dollars in millions	June 30 2017		December 31 2016		$			%
Deposits
Money market	$	103,727	$	105,849	$	(2,122	)		(2	)%
Demand		95,070		96,799		(1,729	)		(2	)%
Savings		42,975		36,956		6,019			16	%
Time deposits		17,404		17,560		(156	)		(1	)%
Total deposits		259,176		257,164		2,012			1	%
Borrowed funds
FHLB borrowings		19,039		17,549		1,490			8	%
Bank notes and senior debt		26,054		22,972		3,082			13	%
Subordinated debt		6,111		8,009		(1,898	)		(24	)%
Other		5,202		4,176		1,026			25	%
Total borrowed funds		56,406		52,706		3,700			7	%
Total funding sources	$	315,582	$	309,870	$	5,712			2	%

Growth in total deposits was driven by higher consumer savings deposits, partially offset by lower money market deposits and a seasonal decline in commercial demand deposits. The overall increase in savings deposits reflected in part a shift from money market deposits to relationship-based savings products.

The increase in total borrowed funds reflected net increases in bank notes and senior debt and FHLB borrowings, as new issuances outpaced maturities and calls. These increases were partially offset by subordinated debt maturities.

See the Liquidity and Capital Management portion of the Risk Management section of this Financial Review for additional information regarding our 2017 capital and liquidity activities.

Shareholders’ Equity

Total shareholders’ equity as of June 30, 2017 increased $.4 billion compared to December 31, 2016. Increased retained earnings, driven by net income of $2.2 billion partially offset by $.7 billion of common and preferred dividends, was largely offset by common share repurchases of $1.3 billion.

Common shares outstanding were 480 million at June 30, 2017 and 485 million at December 31, 2016, as repurchases of 10.7 million shares during the period were partially offset by share issuances from treasury stock related to warrants exercised and stock-based compensation activity.

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

B USINESS S EGMENTS R EVIEW

Effective for the first quarter of 2017, as a result of changes to how we manage our businesses, we realigned our segments and, accordingly, have changed the basis of presentation of our segments, resulting in four reportable business segments:

•

Retail Banking

•

Corporate & Institutional Banking

•

Asset Management Group

•

BlackRock

Our changes in business segment presentation resulting from the realignment included the following:

•

The Residential Mortgage Banking segment was combined into Retail Banking as a result of our strategic initiative to transform the home lending process by integrating mortgage and home equity lending to enhance product capability and speed of delivery for a better customer experience and to improve efficiency. In conjunction with this shift, residential mortgages previously reported within the “Other” category were also moved to Retail Banking.

•

The Non-Strategic Assets Portfolio segment was eliminated. The segment’s remaining consumer assets were moved to the “Other” category as they are unrelated to the ongoing strategy of any segment, while its commercial assets were transferred to Corporate & Institutional Banking in order to continue the relationships we have with those customers.

•

A portion of business banking clients was moved from Retail Banking to Corporate & Institutional Banking to facilitate enhanced product offerings to meet the financial needs of our business banking clients.

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. Effective for the first quarter of 2017, we made certain adjustments to our internal funds transfer pricing methodology primarily relating to weighted average lives of certain non-maturity deposits based on our recent historical experience. These changes in methodology affected business segment results, primarily adversely impacting net interest income for Corporate & Institutional Banking and Retail Banking, offset by increased net interest income in the “Other” category.

The prior period presented was revised to conform to the new segment alignment and to our change in internal funds transfer pricing methodology.

Business segment results and a description of each business are included in Note 14 Segment Reporting included in the Notes To Consolidated Financial Statements in this Report. Certain amounts included in this Business Segments Review differ from those amounts shown in Note 14, primarily due to the presentation in this Financial Review of business net interest revenue on a taxable-equivalent basis.

Total business segment financial results differ from total consolidated net income. The impact of these differences is reflected in the “Other” category in the business segment tables. “Other” includes residual activities that do not meet the criteria for disclosure as a separate reportable business, such as gains or losses related to BlackRock transactions, integration costs, asset and liability management activities including net securities gains or losses, other-than-temporary impairment of investment securities and certain trading activities, exited businesses, certain non-strategic runoff consumer loan portfolios, private equity investments, intercompany eliminations, most corporate overhead, tax adjustments that are not allocated to business segments and differences between business segment performance reporting and financial statement reporting (GAAP), including the presentation of net income attributable to noncontrolling interests as the segments’ results exclude their portion of net income attributable to noncontrolling interests.

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

Retail Banking

(Unaudited)

Table 10: Retail Banking Table


Six months ended June 30 Dollars in millions, except as noted							Change
	2017			2016			$			%
Income Statement
Net interest income	$	2,260		$	2,255		$	5			–
Noninterest income		1,248			1,358			(110	)		(8	)%
Total revenue		3,508			3,613			(105	)		(3	)%
Provision for credit losses		121			108			13			12	%
Noninterest expense		2,685			2,604			81			3	%
Pretax earnings		702			901			(199	)		(22	)%
Income taxes		259			330			(71	)		(22	)%
Earnings	$	443		$	571		$	(128	)		(22	)%
Average Balance Sheet
Loans held for sale	$	786		$	828		$	(42	)		(5	)%
Loans
Consumer
Home equity	$	25,506		$	26,526		$	(1,020	)		(4	)%
Automobile		12,185			10,882			1,303			12	%
Education		5,021			5,754			(733	)		(13	)%
Credit cards		5,129			4,755			374			8	%
Other		1,757			1,807			(50	)		(3	)%
Total consumer		49,598			49,724			(126	)		–
Commercial and commercial real estate		10,965			11,682			(717	)		(6	)%
Residential mortgage		11,804			10,376			1,428			14	%
Total loans	$	72,367		$	71,782		$	585			1	%
Total assets	$	88,559		$	85,780		$	2,779			3	%
Deposits
Noninterest-bearing demand	$	29,285		$	27,573		$	1,712			6	%
Interest-bearing demand		41,059			38,333			2,726			7	%
Money market		38,416			47,658			(9,242	)		(19	)%
Savings		36,851			23,954			12,897			54	%
Certificates of deposit		13,518			15,169			(1,651	)		(11	)%
Total deposits	$	159,129		$	152,687		$	6,442			4	%
Performance Ratios
Return on average assets		1.01	%		1.34	%
Noninterest income to total revenue		36	%		38	%
Efficiency		77	%		72	%

(continued on following page)

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

(continued from previous page)


							Change
Dollars in millions, except as noted	2017			2016			$			%
Supplemental Noninterest Income Information
Consumer services	$	527		$	525		$	2			–
Brokerage	$	154		$	149		$	5			3	%
Residential mortgage	$	217		$	265		$	(48	)		(18	)%
Service charges on deposits	$	317		$	306		$	11			4	%
Residential Mortgage Information
Residential mortgage servicing statistics (in billions, except as noted) (a)
Serviced portfolio balance (b)	$	131		$	126		$	5			4	%
Serviced portfolio acquisitions	$	16		$	11		$	5			45	%
MSR asset value (b)	$	1.2		$	.8		$	.4			50	%
MSR capitalization value (in basis points) (b)		95			61			34			56	%
Servicing income: (in millions)
Servicing fees, net (c)	$	96		$	105		$	(9	)		(9	)%
Mortgage servicing rights valuation, net of economic hedge	$	23		$	27		$	(4	)		(15	)%
Residential mortgage loan statistics
Loan origination volume (in billions)	$	4.1		$	4.5		$	(.4	)		(9	)%
Loan sale margin percentage		2.84	%		3.33	%
Percentage of originations represented by:
Purchase volume (d)		53	%		44	%
Refinance volume		47	%		56	%
Other Information (b)
Customer-related statistics (average)
Non-teller deposit transactions (e)		52	%		48	%
Digital consumer customers (f)		61	%		57	%
Credit-related statistics
Nonperforming assets (g)	$	1,149		$	1,255		$	(106	)		(8	)%
Net charge-offs	$	187		$	171		$	16			9	%
Other statistics
ATMs		8,972			8,993			(21	)		–
Branches (h)		2,481			2,601			(120	)		(5	)%
Universal branches (i)		518			467			51			11	%
Brokerage account client assets (in billions) (j)	$	46		$	44		$	2			5	%

(a)	Represents mortgage loan servicing balances for third parties and the related income.

(b)	Presented as of June 30, except for customer-related statistics, which are averages for the six months ended, and net charge-offs, which are 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 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)	Includes nonperforming loans of $1.1 billion at June 30, 2017 and $1.2 billion at June 30, 2016.

(h)	Excludes stand-alone mortgage offices and satellite offices (e.g., drive-ups, electronic branches and retirement centers) that provide limited products and/or services.

(i)	Included in total branches, represents branches operating under our universal model.

(j)	Includes cash and money market balances.

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

Retail Banking earned $443 million in the first six months of 2017 compared with $571 million for the same period in 2016. The decrease in earnings was driven by lower noninterest income and increased noninterest expense.

Noninterest income declined in the comparison due to the impact of 2016 net gains on sales of Visa Class B common shares and lower residential mortgage loan sales revenue, partially offset by higher service charges on deposits and debit card revenue.

The increase in noninterest expense in the comparison primarily resulted from investments in technology, higher personnel expense, and the impact of lower 2016 residential mortgage foreclosure-related expenses which included reserve releases.

Retail Banking continues to enhance the customer experience with refinements to product offerings that drive product value for consumers and small businesses. We are focused on meeting the financial needs of our customers by providing a broad range of liquidity, banking and investment products.

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 first six months of 2017, average total deposits increased compared to the same period a year ago, driven by growth in savings deposits reflecting in part a shift from money market deposits to relationship-based savings products. Additionally, demand deposits increased, partially offset by a decline in certificates of deposit due to the net runoff of maturing accounts.

Retail Banking continued to focus on a relationship-based lending strategy. Average total loans increased in the comparison due to increases in residential mortgage and automobile loans partially offset by declines in home equity and commercial loans, as well as runoff of certain portfolios, as more fully described below.

•

Average residential mortgages increased as a result of new volumes exceeding portfolio liquidations.

•

Average automobile loans increased primarily due to portfolio growth in previously underpenetrated markets.

•

Average credit card balances increased as a result of organic growth as we continue to focus on delivering on our long-term objective of deepening penetration within our existing customer base.

•

Average home equity loans decreased as pay-downs and payoffs on loans exceeded new originated volume. Retail Banking’s home equity loan portfolio is relationship based, with 98% of the portfolio attributable to borrowers in our primary geographic footprint. The weighted-average updated FICO scores for this portfolio were 748 at June 30, 2017 and 746 at December 31, 2016.

•

Average commercial and commercial real estate loans declined as pay-downs and payoffs on loans exceeded new volume.

•

In the first six months of 2017, average loan balances for the education and other loan portfolios decreased $783 million, or 10%, compared to same period in 2016, driven by declines in the government guaranteed education and indirect other portfolios, which are primarily runoff portfolios.

Nonperforming assets decreased compared to June 30, 2016 due to declines in both consumer and commercial nonperforming loans.

Retail Banking also continued to focus on the strategic priority of transforming the customer experience through transaction migration, branch network transformation, lending transformation and multi-channel engagement and service strategies.

•

In the first six months of 2017, approximately 61% of consumer customers used non-teller channels for the majority of their transactions compared with 57% for the same period a year ago.

•

Deposit transactions via ATM and mobile channels increased to 52% of total deposit transactions in the first six months of 2017 compared with 48% for the same period in 2016.

•

We had a network of 2,481 branches and 8,972 ATMs at June 30, 2017. Approximately 21% of the branch network operates under the universal model.

•

Instant debit card issuance, which enables us to print a customer’s debit card in minutes, was available in 89% of the branch network as of June 30, 2017.

•

Mortgage loan originations for the first six months of 2017 were down 9% compared to the same period in 2016. Loans continue to be originated primarily through direct channels under Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and Federal Housing Administration (FHA)/Department of Veterans Affairs agency guidelines.

The PNC Financial Services Group, Inc. – Form 10-Q 15

Corporate & Institutional Banking

(Unaudited)

Table 11: Corporate & Institutional Banking Table


Six months ended June 30							Change
Dollars in millions, except as noted	2017			2016			$			%
Income Statement
Net interest income	$	1,729		$	1,622		$	107			7	%
Noninterest income		1,112			980			132			13	%
Total revenue		2,841			2,602			239			9	%
Provision for credit losses		112			172			(60	)		(35	)%
Noninterest expense		1,186			1,090			96			9	%
Pretax earnings		1,543			1,340			203			15	%
Income taxes		541			485			56			12	%
Earnings	$	1,002		$	855		$	147			17	%
Average Balance Sheet
Loans held for sale	$	915		$	754		$	161			21	%
Loans
Commercial	$	94,067		$	87,875		$	6,192			7	%
Commercial real estate		27,334			26,294			1,040			4	%
Equipment lease financing		7,550			7,495			55			1	%
Total commercial lending		128,951			121,664			7,287			6	%
Consumer		304			474			(170	)		(36	)%
Total loans	$	129,255		$	122,138		$	7,117			6	%
Total assets	$	145,445		$	138,663		$	6,782			5	%
Deposits
Noninterest-bearing demand	$	46,872		$	47,350		$	(478	)		(1	)%
Money market		21,204			22,264			(1,060	)		(5	)%
Interest-bearing demand and other		15,706			12,213			3,493			29	%
Total deposits	$	83,782		$	81,827		$	1,955			2	%
Performance Ratios
Return on average assets		1.39	%		1.24	%
Noninterest income to total revenue		39	%		38	%
Efficiency		42	%		42	%
Other Information
Commercial loan servicing portfolio (in billions) (a) (b)	$	502		$	459		$	43			9	%
Consolidated revenue from: (c)
Treasury Management (d)	$	731		$	643		$	88			14	%
Capital Markets (d)	$	515		$	387		$	128			33	%
Commercial mortgage banking activities
Commercial mortgage loans held for sale (e)	$	51		$	50		$	1			2	%
Commercial mortgage loan servicing income (f)		113			124			(11	)		(9	)%
Commercial mortgage servicing rights valuation, net of economic hedge (g)		35			21			14			67	%
Total	$	199		$	195		$	4			2	%
Net carrying amount of commercial mortgage servicing rights (a)	$	618		$	448		$	170			38	%
Average Loans (by C&IB business)
Corporate Banking	$	54,416		$	50,361		$	4,055			8	%
Real Estate		37,730			35,989			1,741			5	%
Business Credit		15,244			14,769			475			3	%
Equipment Finance		12,982			11,718			1,264			11	%
Commercial Banking		7,057			7,327			(270	)		(4	)%
Other		1,826			1,974			(148	)		(7	)%
Total average loans	$	129,255		$	122,138		$	7,117			6	%
Credit-related statistics
Nonperforming assets (a) (h)	$	586		$	802		$	(216	)		(27	)%
Net charge-offs	$	42		$	98		$	(56	)		(57	)%

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

(a)	As of June 30.

(b)	Represents loans serviced for PNC and others.

(c)

Represents consolidated amounts. See the additional revenue discussion regarding treasury management, capital markets-related products and services, and commercial mortgage banking activities in the Product Revenue section of the Corporate & Institutional Banking portion of this Business Segments Review section.

(d)	Includes amounts reported in net interest income and noninterest income, predominantly in corporate service fees.

(e)	Includes other noninterest 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.

(f)	Includes net interest income and noninterest income (primarily in corporate services fees) from loan servicing net of reduction in commercial mortgage servicing rights due to time decay and payoffs. Commercial mortgage servicing rights valuation, net of economic hedge is shown separately.

(g)	Amounts reported in corporate service fees.

(h)	Includes nonperforming loans of $.5 billion at June 30, 2017 and $.7 billion at June 30, 2016.

Corporate & Institutional Banking earned $1.0 billion in the first six months of 2017 compared to $855 million for the same period in 2016. The increase of $147 million, or 17%, was primarily due to higher revenue and a decrease in the provision for credit losses, partially offset by higher noninterest expense. We continue to focus on building client relationships where the risk-return profile is attractive.

Net interest income increased in the comparison, reflecting higher average loan balances as well as interest rate spread expansion on deposits.

Growth in noninterest income in the comparison was primarily driven by higher merger and acquisition advisory fees and other capital markets-related revenue, including higher revenue from credit valuations on customer-related derivative activities and increased loan syndication fees, and higher treasury management fees.

The decrease in provision for credit losses in the comparison reflected lower provision for certain energy related loans in the oil, gas and coal sectors, partially offset by an initial provision for a loan and lease portfolio obtained through the acquisition of a commercial and vendor finance business in the second quarter of 2017.

Noninterest expense increased in the comparison largely driven by higher variable compensation commensurate with increased business activity, operating expense related to the acquired business and investments in technology and infrastructure.

Average loans increased in the comparison due to broad growth across many of our businesses:

•

Corporate Banking provides lending, treasury management and capital markets-related products and services to midsized and large corporations, government and not-for-profit entities. Average loans for this business grew in the comparison reflecting increased lending to large corporate and middle market clients and strong production in specialty lending verticals.

•

PNC Real Estate provides banking, financing and servicing solutions for commercial real estate clients across the country. Higher average loans for this business were primarily due to growth in commercial real estate, both mortgage and project loans, as well as commercial loans.

•

PNC Business Credit provides asset-based lending. The loan portfolio is relatively high yielding, with acceptable risk as the loans are mainly secured by more liquid assets. Average loans for this business increased in the comparison as new originations and a slight increase in utilization were partially offset by payoffs.

•

PNC Equipment Finance provides equipment financing solutions for clients throughout the U.S. and Canada. Average loans, including commercial loans and finance leases, and operating leases were $13.8 billion in the first six months of 2017, an increase of $1.4 billion in the year-over-year comparison due to strong new production and the loan and lease portfolio obtained through our business acquisition.

•

Commercial Banking provides lending, treasury management and capital markets-related products and services to smaller corporations and businesses. Average loans for this business decreased in the comparison primarily due to the impact of capital management activities in 2016.

Growth in the commercial loan servicing portfolio was driven by servicing additions from new and existing customers exceeding portfolio runoff.

The PNC Financial Services Group, Inc. – Form 10-Q 17

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, corporate service fees and other noninterest income. From a segment 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 11 includes the consolidated revenue to PNC for these services. A discussion of the consolidated revenue from these services follows.

Treasury management revenue comprises fees and net interest income from customer deposit balances. Compared with the first six months of 2016, treasury management revenue increased due to liquidity-related revenue associated with customer deposit balances, including interest rate spread expansion, and higher fee income.

Capital markets-related products and services include foreign exchange, derivatives, securities, loan syndications, mergers and acquisitions advisory and equity capital markets advisory related services. Revenue from capital markets-related products and services increased in the comparison primarily due to higher merger and acquisition advisory fees, higher revenue from credit valuations on customer-related derivative activities and increased loan syndication fees.

Commercial mortgage banking activities include revenue derived from commercial mortgage servicing (including net interest income and noninterest income) and revenue derived from commercial mortgage loans held for sale and related hedges. Total revenue from commercial mortgage banking activities increased slightly in the comparison as a higher benefit from commercial mortgage servicing rights valuation, net of economic hedge, was mostly offset by a decline in commercial mortgage loan servicing income.

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

Asset Management Group

(Unaudited)

Table 12: Asset Management Group Table


Six months ended June 30							Change
Dollars in millions, except as noted	2017			2016			$			%
Income Statement
Net interest income	$	144		$	153		$	(9	)		(6	)%
Noninterest income		435			416			19			5	%
Total revenue		579			569			10			2	%
Provision for credit losses (benefit)		(9	)		3			(12	)		(400	)%
Noninterest expense		432			412			20			5	%
Pretax earnings		156			154			2			1	%
Income taxes		57			57			–			–
Earnings	$	99		$	97		$	2			2	%
Average Balance Sheet
Loans
Consumer	$	5,101		$	5,565		$	(464	)		(8	)%
Commercial and commercial real estate		719			778			(59	)		(8	)%
Residential mortgage		1,218			1,014			204			20	%
Total loans	$	7,038		$	7,357		$	(319	)		(4	)%
Total assets	$	7,517		$	7,822		$	(305	)		(4	)%
Deposits
Noninterest-bearing demand	$	1,519		$	1,400		$	119			9	%
Interest-bearing demand		3,766			4,183			(417	)		(10	)%
Money market		3,358			4,494			(1,136	)		(25	)%
Savings		3,769			1,783			1,986			111	%
Other		239			276			(37	)		(13	)%
Total deposits	$	12,651		$	12,136		$	515			4	%
Performance Ratios
Return on average assets		2.66	%		2.50	%
Noninterest income to total revenue		75	%		73	%
Efficiency		75	%		72	%
Other Information
Nonperforming assets (a) (b)	$	49		$	48		$	1			2	%
Net charge-offs	$	2		$	6		$	(4	)		(67	)%
Client Assets Under Administration (in billions) (a) (c) (d)
Discretionary client assets under management	$	141		$	135		$	6			4	%
Nondiscretionary client assets under administration		125			117			8			7	%
Total	$	266		$	252		$	14			6	%
Discretionary client assets under management
Personal	$	89		$	84		$	5			6	%
Institutional		52			51			1			2	%
Total	$	141		$	135		$	6			4	%
Equity	$	72		$	66		$	6			9	%
Fixed Income		49			47			2			4	%
Liquidity/Other		20			22			(2	)		(9	)%
Total	$	141		$	135		$	6			4	%

(a)	As of June 30.

(b)	Includes nonperforming loans of $45 million at June 30, 2017 and $44 million at June 30, 2016.

(c)	Excludes brokerage account client assets.

(continued on following page)

The PNC Financial Services Group, Inc. – Form 10-Q 19

(continued from previous page)

(d)

Effective for the first quarter of 2017, we have adjusted nondiscretionary client assets under administration for prior periods to remove assets which, as a result of certain investment advisory services performed by one of our registered investment advisors, were previously reported as both discretionary client assets under management and nondiscretionary client assets under administration. Effective for the first quarter of 2017, these amounts are only reported as discretionary assets under management. The prior period presented was adjusted to remove approximately $9 billion as of June 30, 2016 previously included in nondiscretionary assets under administration. In addition, effective for the first quarter of 2017, we have refined our methodologies for allocating discretionary client assets under management by asset type. As a result, we have updated the presentation of discretionary client assets under management by asset type for the prior period presented.

Asset Management Group earned $99 million through the first six months of 2017 compared with earnings of $97 million for the first six months of 2016. Earnings increased as higher revenue and lower provision for credit losses was mostly offset by higher noninterest expense.

The increase in revenue in the comparison was driven by higher noninterest income due to stronger average equity markets. This increase was partially offset by lower net interest income due to lower average loan balances and interest rate spread compression within the loan portfolio.

The decrease in provision for credit losses in the comparison reflected lower provision on the consumer loan portfolio due to improved credit quality.

Noninterest expense increased in the first six months of 2017 compared to the prior year primarily attributable to higher compensation and technology expenses. Asset Management Group remains focused on disciplined expense management as it invests in strategic growth opportunities.

Asset Management Group’s strategy is focused on growing investable assets by continually evolving the client experience and products and services. The business offers an open architecture platform with a full array of investment products and banking solutions.

Wealth Management and Hawthorn have nearly 100 offices operating in seven out of the ten most affluent states in the U.S. with a majority co-located with retail banking branches. The businesses provide customized investments, wealth planning, trust and estate administration and private banking solutions to affluent individuals and ultra-affluent families.

Institutional Asset Management provides advisory, custody and retirement administration services to institutional clients such as corporations, unions, municipalities, non-profits, foundations and endowments. The business also offers PNC proprietary mutual funds and investment strategies. Institutional Asset Management is strengthening its partnership with Corporate & Institutional Banking to drive growth and is focused on building retirement capabilities and expanding product solutions for all customers.

Asset Management Group’s discretionary client assets under management increased in the comparison to the prior year, primarily attributable to higher equity markets as of June 30, 2017 and net business growth.

BlackRock

(Unaudited)

Information related to our equity investment in BlackRock follows:

Table 13: BlackRock Table


Six months ended June 30 Dollars in millions	2017			2016
Business segment earnings (a)	$	289		$	246
PNC’s economic interest in BlackRock (b)		22	%		22	%

(a)	Includes our share of BlackRock’s reported GAAP earnings and additional income taxes on those earnings incurred by us.

(b)	At June 30.


In billions	June 30 2017		December 31 2016
Carrying value of our investment in BlackRock (c)	$	7.2	$	7.0
Market value of our investment in BlackRock (d)	$	14.9	$	13.4

(c)	We account for our investment in BlackRock under the equity method of accounting, exclusive of a related deferred tax liability of $2.3 billion at both June 30, 2017 and December 31, 2016. Our voting interest in BlackRock common stock was approximately 21% at June 30, 2017.

(d)	Does not include liquidity discount.

In addition to our investment in BlackRock reflected in Table 13, at June 30, 2017, we held approximately 0.25 million shares of BlackRock Series C Preferred Stock valued at $83 million, which are available to fund our obligation in connection with certain BlackRock long-term incentive plan (LTIP) programs.

Our 2016 Form 10-K and our first quarter 2017 Form 10-Q include additional information about our investment in BlackRock.

R ISK M ANAGEMENT

The Risk Management section included in Item 7 of our 2016 Form 10-K describes our enterprise risk management framework including risk culture, enterprise strategy, risk governance and oversight, risk identification, risk assessment, risk controls and monitoring, and risk aggregation and reporting. Additionally, our 2016 Form 10-K provides an analysis of our key areas of risk, which include but are not limited to credit, liquidity and capital, market, operational and compliance. Our use of financial derivatives as part of our overall asset and liability risk management process is also addressed within the Risk Management section.

The following information updates our 2016 Form 10-K risk management disclosures.

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

Credit Risk Management

See the Credit Risk Management portion of the Risk Management section in our 2016 Form 10-K for additional discussion regarding credit risk.

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 troubled debt restructurings (TDRs), other real estate owned (OREO), foreclosed and other assets. Loans held for sale, certain government insured or guaranteed loans, purchased impaired loans and loans accounted for under the fair value option are excluded from nonperforming loans. Additional information regarding our nonperforming loans and nonaccrual policies is included in Note 1 Accounting Policies in the Notes To Consolidated Financial Statements in our 2016 Form 10-K. A summary of the major categories of nonperforming assets are presented in Table 14. See Note 3 Asset Quality in the Notes To Consolidated Financial Statements in this Report for further detail of nonperforming asset categories.

Table 14: Nonperforming Assets by Type


	June 30 2017			December 31 2016			Change
Dollars in millions	June 30 2017			December 31 2016			$			%
Nonperforming loans
Commercial lending	$	599		$	655		$	(56	)		(9	)%
Consumer lending (a)		1,358			1,489			(131	)		(9	)%
Total nonperforming loans (b)		1,957			2,144			(187	)		(9	)%
OREO, foreclosed and other assets		196			230			(34	)		(15	)%
Total nonperforming assets	$	2,153		$	2,374		$	(221	)		(9	)%
Amount of TDRs included in nonperforming loans	$	1,055		$	1,112		$	(57	)		(5	)%
Percentage of total nonperforming loans		54	%		52	%
Nonperforming loans to total loans		.90	%		1.02	%
Nonperforming assets to total loans, OREO, foreclosed and other assets		.99	%		1.12	%
Nonperforming assets to total assets		.58	%		.65	%
Allowance for loan and lease losses to total nonperforming loans		131	%		121	%

(a)	Excludes most consumer loans and lines of credit not secured by residential real estate, which are charged off after 120 to 180 days past due and are not placed on nonperforming status.

(b)	The recorded investment of loans collateralized by residential real estate property that are in process of foreclosure was $.4 billion at both June 30, 2017 and December 31, 2016, which included $.2 billion of loans that are government insured/guaranteed.

Table 15: Change in Nonperforming Assets


In millions	2017			2016
January 1	$	2,374		$	2,425
New nonperforming assets		766			947
Charge-offs and valuation adjustments		(302	)		(319	)
Principal activity, including paydowns and payoffs		(389	)		(247	)
Asset sales and transfers to loans held for sale		(100	)		(166	)
Returned to performing status		(196	)		(125	)
June 30	$	2,153		$	2,515

As of June 30, 2017, approximately 85% of total nonperforming loans were secured by collateral which lessened reserve requirements and is expected to reduce credit losses in the event of default. As of June 30, 2017, commercial lending nonperforming loans were carried at approximately 53% of their unpaid principal balance, due to charge-offs recorded to date, before consideration of the ALLL.

Within consumer nonperforming loans, residential real estate TDRs comprise 75% of total residential real estate nonperforming loans at June 30, 2017, up from 70% at December 31, 2016. Home equity TDRs comprise 50% of home equity nonperforming loans at June 30, 2017 and 52% at December 31, 2016. 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.

At June 30, 2017, our largest nonperforming asset was $45 million in the Mining, Quarrying and Oil and Gas Extraction Industry and our average nonperforming loan associated with commercial lending was less than $1 million. The ten largest individual nonperforming assets were from the commercial lending portfolio and represented 42% and 12% of total commercial lending nonperforming loans and total nonperforming assets, respectively, as of June 30, 2017.

Loan Delinquencies

We regularly monitor the level of loan delinquencies and believe these levels may be a key indicator of loan portfolio asset quality. 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 exclude loans held for sale and purchased impaired loans, but include government insured or guaranteed loans and loans accounted for under the fair value option.

The PNC Financial Services Group, Inc. – Form 10-Q 21

Table 16: Accruing Loans Past Due (a)


	Amount										Percentage of Total Loans Outstanding
	June 30 2017		December 31 2016		Change						June 30 2017			December 31 2016
Dollars in millions	June 30 2017		December 31 2016		$			%			June 30 2017			December 31 2016
Early stage loan delinquencies
Accruing loans past due 30 to 59 days	$	433	$	562	$	(129	)		(23	)%		.20	%		.27	%
Accruing loans past due 60 to 89 days		219		232		(13	)		(6	)%		.10	%		.11	%
Total		652		794		(142	)		(18	)%		.30	%		.38	%
Late stage loan delinquencies
Accruing loans past due 90 days or more		674		782		(108	)		(14	)%		.31	%		.37	%
Total	$	1,326	$	1,576	$	(250	)		(16	)%		.61	%		.75	%

(a)	Past due loan amounts include government insured or guaranteed loans of $.8 billion at June 30, 2017 and $.9 billion at December 31, 2016.

Accruing loans past due 90 days or more decreased at June 30, 2017 compared to December 31, 2016 primarily driven by declines in government insured residential real estate, and government insured education loans within other consumer. Accruing loans past due 90 days or more are not included in nonperforming loans and continue to accrue interest because they are well secured by collateral and are in the process of collection, or are managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines, or are certain government insured or guaranteed loans.

Home Equity and Auto Loan Portfolios

Home Equity Loan Portfolio

Our home equity loan portfolio totaled $29.2 billion as of June 30, 2017, or 13% of the total loan portfolio. Of that total, $17.2 billion, or 59%, were outstanding under primarily variable-rate home equity lines of credit and $12.0 billion, or 41%, consisted of closed-end home equity installment loans. Approximately 3% of the home equity portfolio was purchased impaired and 3% of the home equity portfolio was on nonperforming status as of June 30, 2017.

As of June 30, 2017, we were in an originated first lien position for approximately 58% of the total outstanding portfolio and, where originated as a second lien, we held and serviced the first lien position for an additional 1% of the portfolio. The remaining 41% of the portfolio was secured by second liens where we do not hold the first lien position. The credit performance of the majority of the home equity portfolio where we are in, hold or service 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 based upon original LTV at the time of origination. We use an industry-leading third-party service provider to obtain updated loan, lien and collateral data that is aggregated from public and private sources.

We track borrower performance monthly, including obtaining original LTVs and updated FICO scores at least quarterly, updated LTVs at least semi-annually, and other credit metrics

at least quarterly, including the historical performance of any mortgage loans regardless of lien position that we do or do not hold. This information is used for internal reporting and risk management. For internal reporting and risk management 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). As part of our overall risk analysis and monitoring, we segment the home equity portfolio based upon the loan delinquency, modification status and bankruptcy status, as well as the delinquency, modification status and bankruptcy status of any mortgage loan with the same borrower (regardless of whether it is a first lien senior to our second lien).

In establishing our ALLL for non-impaired loans, we utilize a delinquency roll-rate methodology for pools of loans. The roll-rate methodology estimates transition/roll of loan balances from one delinquency state to the next delinquency state and ultimately to charge-off. The roll through to charge-off is based on our actual loss experience for each type of pool. Each of our home equity pools contains both first and second liens. Our experience has been that the ratio of first to second lien loans has been consistent over time and the charge-off amounts for the pools, used to establish our allowance, include losses on both first and second lien loans.

Generally, our variable-rate home equity lines of credit have either a seven or ten year draw period, followed by a 20-year amortization term. During the draw period, we have home equity lines of credit where borrowers pay either interest only or principal and interest. We view home equity lines of credit where borrowers are paying principal and interest under the draw period as less risky than those where the borrowers are paying interest only, as these borrowers have a demonstrated ability to make some level of principal and interest payments. The risk associated with the borrower’s ability to satisfy the loan terms upon the draw period ending is considered in establishing our ALLL. Based upon outstanding balances at June 30, 2017, the following table presents the periods when home equity lines of credit draw periods are scheduled to end.

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

Table 17: Home Equity Lines of Credit – Draw Period End Dates


In millions	Interest Only Product		Principal and Interest Product
Remainder of 2017	$	687	$	181
2018		707		572
2019		493		441
2020		401		397
2021		422		610
2022 and thereafter		2,565		6,429
Total (a) (b)	$	5,275	$	8,630

(a)	Includes all home equity lines of credit that mature in the remainder of 2017 or later, including those with borrowers where we have terminated borrowing privileges.

(b)

Includes home equity lines of credit with balloon payments, including those where we have terminated borrowing privileges, of $15 million, $22 million, $17 million, $67 million, $61 million and $329 million with draw periods scheduled to end in the remainder of 2017, 2018, 2019, 2020, 2021 and 2022 and thereafter, respectively.

Based upon outstanding balances, and excluding purchased impaired loans, at June 30, 2017, for home equity lines of credit for which the borrower can no longer draw ( e.g. , draw period has ended or borrowing privileges have been terminated), approximately 3% were 30-89 days past due and approximately 6% were 90 days or more past due, which are accounted for as nonperforming. Generally, when a borrower becomes 60 days past due, we terminate borrowing privileges and those privileges are not subsequently reinstated. At that point, we continue our collection/recovery processes, which may include loan modification resulting in a loan that is classified as a TDR.

Auto Loan Portfolio

The auto loan portfolio totaled $12.5 billion as of June 30, 2017, or 6% of our total loan portfolio. Of that total, $11.0 billion resides in the indirect auto portfolio, $1.3 billion in the direct auto portfolio and $.2 billion in securitized portfolios. Indirect auto loan applications are generated from franchised automobile dealers. This business is strategically aligned with our core retail business.

We have elected not to pursue non-prime auto lending. Our average new loan origination FICO score over the last twelve months was 754 for indirect auto loans and 770 for direct auto loans. As of June 30, 2017, .5% of our auto loan portfolio was nonperforming and .5% of the portfolio was accruing past due. We offer both new and used automobile financing to customers through our various channels. The portfolio was composed of 55% new vehicle loans and 45% used vehicle loans at June 30, 2017.

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 loan structure, collateral attributes and credit metrics which include FICO score, loan-to-value and term.

Loan Modifications and Troubled Debt Restructurings

Consumer Loan Modifications

We modify loans under government and PNC-developed programs based upon our commitment to help eligible homeowners and borrowers avoid foreclosure, where appropriate. Initially, a borrower is evaluated for a modification under a government program. If a borrower does not qualify under a government program, the borrower is then evaluated under a PNC program. Our programs utilize both temporary and permanent modifications and typically reduce the interest rate, extend the term and/or defer principal. Loans that are either temporarily or permanently modified under programs involving a change to loan terms are generally classified as TDRs. Further, loans that have certain types of payment plans and trial payment arrangements which do not include a contractual change to loan terms may be classified as TDRs.

A temporary modification, with a term between three and 24 months, involves a change in original loan terms for a period of time and reverts to a calculated exit rate for the remaining term of the loan as of a specific date. A permanent modification, with a term greater than 24 months, is a modification in which the terms of the original loan are changed. Permanent modification programs generally result in principal forgiveness, interest rate reduction, term extension, capitalization of past due amounts, interest-only period or deferral of principal.

We also monitor the success rates and delinquency status of our loan modification programs to assess their effectiveness in serving our borrowers’ and servicing customers’ needs while mitigating credit losses. Table 18 provides the number of accounts and unpaid principal balance of modified consumer real estate related loans at the end of each year presented.

Table 18: Consumer Real Estate Related Loan Modifications


	June 30, 2017				December 31, 2016
Dollars in millions	Number of Accounts		Unpaid Principal Balance		Number of Accounts		Unpaid Principal Balance
Temporary modifications		3,146	$	226		3,484	$	258
Permanent modifications		23,522		2,652		23,904		2,693
Total consumer real estate related loan modifications		26,668	$	2,878		27,388	$	2,951

Commercial Loan Modifications

Modifications of terms for commercial loans are based on individual facts and circumstances. Commercial loan modifications may involve reduction of the interest rate, extension of the loan term and/or forgiveness of principal. Modified commercial loans are usually already nonperforming prior to modification. We evaluate these modifications for TDR classification based upon whether we granted a concession to a borrower experiencing financial difficulties.

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

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).

Table 19: Summary of Troubled Debt Restructurings (a)


	June 30 2017		December 31 2016		Change
In millions	June 30 2017		December 31 2016		$			%
Total commercial lending	$	488	$	428	$	60			14	%
Total consumer lending		1,718		1,793		(75	)		(4	)%
Total TDRs	$	2,206	$	2,221	$	(15	)		(1	)%
Nonperforming	$	1,055	$	1,112	$	(57	)		(5	)%
Accruing (b)		1,151		1,109		42			4	%
Total TDRs	$	2,206	$	2,221	$	(15	)		(1	)%

(a)	Amounts in table represent recorded investment, which includes the unpaid principal balance plus accrued interest and net accounting adjustments, less any charge-offs. Recorded investment does not include any associated valuation allowance.

(b)	Accruing loans include consumer credit card loans and loans that have demonstrated a period of at least six months of performance under the restructured terms and are excluded from nonperforming loans.

Excluded from TDRs are $1.2 billion of consumer loans held for sale, loans accounted for under the fair value option and pooled purchased impaired loans, as well as certain government insured or guaranteed loans at both June 30, 2017 and December 31, 2016. Nonperforming TDRs represented approximately 54% and 52% of total nonperforming loans and 48% and 50% of total TDRs at June 30, 2017 and December 31, 2016, respectively. The remaining portion of TDRs represents TDRs that have been returned to accrual accounting after performing under the restructured terms for at least six consecutive months.

Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit

We maintain an ALLL to absorb losses from the loan and lease portfolio and determine this allowance based on quarterly assessments of the estimated probable credit losses incurred in the loan and lease portfolio. Our total ALLL of $2.6 billion at June 30, 2017 consisted of $1.6 billion and $1.0 billion established for the commercial lending and consumer lending categories, respectively. We maintain the ALLL at a level that we believe to be appropriate to absorb estimated probable credit losses incurred in the loan and lease portfolio as of the balance sheet date. The reserve calculation and determination process is dependent on the use of key assumptions. Key reserve assumptions and estimation processes react to and are influenced by observed changes in

loan and lease portfolio performance experience, the financial strength of the borrower and economic conditions. Key reserve assumptions are periodically updated.

We establish specific allowances for loans considered impaired using methods prescribed by GAAP. All impaired loans are subject to individual analysis, except leases and large groups of smaller-balance homogeneous loans which may include, but are not limited to, credit card, residential real estate secured and consumer installment loans. Specific allowances for individual loans (including commercial and consumer TDRs) are determined based on an analysis of the present value of expected future cash flows from the loans discounted at their effective interest rate, observable market price or the fair value of the underlying collateral.

Reserves are established for non-impaired commercial loan classes based on probability of default (PD) and loss given default (LGD) credit risk ratings.

Our commercial pool reserve methodology is sensitive to changes in key risk parameters such as PD and LGD. The results of these parameters are then applied to the loan balance and unfunded loan commitments and letters of credit to determine the amount of the respective reserves. The majority of the commercial portfolio is secured by collateral, including loans to asset-based lending customers, which generally demonstrate lower LGD compared to loans not secured by collateral. Our PDs and LGDs are primarily determined using internal commercial loan loss data. This internal data is supplemented with third-party data and management judgment, as deemed necessary. We continue to evaluate and enhance our use of internal commercial loss data and will periodically update our PDs and LGDs as well as consider third-party data, regulatory guidance and management judgment.

Allocations to non-impaired consumer loan classes are primarily based upon a roll-rate model which uses statistical relationships, calculated from historical data that estimate the movement of loan outstandings through the various stages of delinquency and ultimately charge-off.

A portion of the ALLL is related to qualitative and measurement factors. These factors may include, but are not limited to, the following:

•

Industry concentrations and conditions,

•

Recent credit quality trends,

•

Recent loss experience in particular portfolios,

•

Recent macro-economic factors,

•

Model imprecision,

•

Changes in lending policies and procedures,

•

Timing of available information, including the performance of first lien positions, and

•

Limitations of available historical data.

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

In determining the appropriateness of the ALLL, we make specific allocations to impaired loans and allocations to portfolios of commercial and consumer loans. We also allocate reserves to provide coverage for probable losses incurred in the portfolio at the balance sheet date based upon current market conditions, which may not be reflected in historical loss data. Commercial lending is the largest category of credits and is sensitive to changes in assumptions and judgments underlying the determination of the ALLL.

In addition to the ALLL, we maintain an allowance for unfunded loan commitments and letters of credit. We report this allowance as a liability on our Consolidated Balance Sheet. We maintain the allowance for unfunded loan commitments and letters of credit at a level we believe is appropriate to absorb estimated probable losses on these unfunded credit facilities. We determine this amount using estimates of the probability of the ultimate funding and losses related to those credit exposures. Other than the estimation of the probability of funding, this methodology is very similar to the one we use for determining our ALLL.

See Note 1 Accounting Policies in our 2016 Form 10-K and Note 3 Asset Quality in the Notes To Consolidated Financial Statements in this Report for further information on certain key asset quality indicators that we use to evaluate our portfolios and establish the allowances.

Table 20: Allowance for Loan and Lease Losses


Dollars in millions	2017			2016
January 1	$	2,589		$	2,727
Total net charge-offs		(228	)		(283	)
Provision for credit losses		186			279
Net change in allowance for unfunded loan commitments and letters of credit		(3	)		(42	)
Other		17			4
June 30	$	2,561		$	2,685
Net charge-offs to average loans (for the six months ended) (annualized)		.21	%		.27	%
Total allowance for loan and lease losses to total loans		1.17	%		1.28	%
Commercial lending net charge-offs	$	(45	)	$	(99	)
Consumer lending net charge-offs		(183	)		(184	)
Total net charge-offs	$	(228	)	$	(283	)
Net charge-offs to average loans (for the six months ended) (annualized)
Commercial lending		.06	%		.15	%
Consumer lending		.51	%		.51	%

At June 30, 2017, total ALLL to total nonperforming loans was 131%. The comparable amount for December 31, 2016 was 121%. These ratios are 97% and 89%, respectively, when excluding the $.7 billion of ALLL at both June 30, 2017 and December 31, 2016, allocated to consumer loans and lines of credit not secured by residential real estate and purchased impaired loans. We have excluded these amounts from ALLL in these ratios as these asset classes are not included in nonperforming loans. See Table 14 within this Credit Risk Management section for additional information.

The ALLL balance increases or decreases across periods in relation to fluctuating risk factors, including asset quality trends, net charge-offs and changes in aggregate portfolio balances. During the first six months of 2017, overall credit quality remained stable, which resulted in an essentially flat ALLL balance as of June 30, 2017 compared to December 31, 2016.

The following table summarizes our loan charge-offs and recoveries.

Table 21: Loan Charge-Offs and Recoveries


Six months ended June 30 Dollars in millions	Gross Charge-offs		Recoveries		Net Charge-offs / (Recoveries)			Percent of Average Loans (Annualized)
2017
Commercial	$	101	$	44	$	57			.11	%
Commercial real estate		3		15		(12	)		(.08	)%
Equipment lease financing		2		2
Home equity		72		43		29			.20	%
Residential real estate		4		8		(4	)		(.05	)%
Credit card		92		11		81			3.18	%
Other consumer		118		41		77			.71	%
Total	$	392	$	164	$	228			.21	%
2016
Commercial	$	164	$	61	$	103			.21	%
Commercial real estate		20		25		(5	)		(.04	)%
Equipment lease financing		3		2		1			.03	%
Home equity		76		38		38			.24	%
Residential real estate		8		5		3			.04	%
Credit card		83		9		74			3.12	%
Other consumer		95		26		69			.64	%
Total	$	449	$	166	$	283			.27	%

See Note 1 Accounting Policies in our 2016 Form 10-K and Note 4 Allowance for Loan and Lease Losses in the Notes To Consolidated Financial Statements in this Report for additional information on the ALLL.

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

Residential Mortgage Repurchase Obligations

As discussed in Note 2 Loan Sale and Servicing Activities and Variable Interest Entities in the Notes To Consolidated Financial Statements in our 2016 Form 10-K, we have sold residential mortgage loans directly or indirectly through securitization and loan sale transactions in which we have continuing involvement. One form of continuing involvement includes certain loan repurchase obligations associated with the transferred assets. For additional information regarding our residential mortgage repurchase obligations, see the Credit Risk Management portion of the Risk Management section in our 2016 Form 10-K.

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 2016 Form 10-K.

One of the ways we monitor our liquidity is by reference to the Liquidity Coverage Ratio (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. The LCR is calculated by dividing the amount of an institution’s high quality, unencumbered liquid assets (HQLA), as defined and calculated in accordance with the LCR rules, by its estimated net cash outflows, with net cash outflows determined by applying the assumed outflow factors in the LCR rules. The resulting quotient is expressed as a percentage. The minimum LCR that PNC and PNC Bank are required to maintain is 100% in 2017. PNC and PNC Bank calculate the LCR on a daily basis and as of June 30, 2017, the LCR for PNC and PNC Bank exceeded the fully phased-in requirement of 100%.

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 2016 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 increased to $259.2 billion at June 30, 2017 from $257.2 billion at December 31, 2016, driven by higher consumer savings deposits, partially offset by lower money market deposits and commercial demand deposits. The overall

increase in savings deposits reflected in part a shift from money market deposits to relationship-based savings products. Additionally, certain assets determined by us to be liquid and unused borrowing capacity from a number of sources are also available to maintain our liquidity position.

At June 30, 2017, our liquid assets consisted of short-term investments (Federal funds sold, resale agreements, trading securities and interest-earning deposits with banks) totaling $27.2 billion and securities available for sale of $58.9 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. Of our total liquid assets of $86.1 billion, we had $4.3 billion 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, $4.5 billion of securities held to maturity were also pledged as collateral for these purposes.

We also obtain liquidity through the issuance of traditional forms of funding, including long-term debt (senior notes, subordinated debt and FHLB advances) and short-term borrowings (Federal funds purchased, securities sold under repurchase agreements, commercial paper and other short-term borrowings).

Total senior and subordinated debt, on a consolidated basis, increased due to the following activity:

Table 22: Senior and Subordinated Debt


In billions	2017
January 1	$	31.0
Issuances		4.1
Calls and maturities		(2.9	)
June 30	$	32.2

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, 2017, PNC Bank had $25.3 billion of notes outstanding under this program of which $20.9 billion were senior bank notes and $4.4 billion were subordinated bank notes. The following table details issuances for the three months ended June 30, 2017.

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

Table 23: PNC Bank Notes Issued During Second Quarter 2017


Issuance Date	Amount	Description of Issuance
May 19, 2017	$1.0 billion	Senior notes with a maturity date of May 19, 2020. Interest is payable semi-annually at a fixed rate of 2.000% on May 19 and November 19 of each year, beginning November 19, 2017.
May 19, 2017	$500 million	Floating rate senior notes with a maturity date of May 19, 2020. Interest is payable at the 3-month LIBOR rate, reset quarterly, plus a spread of .36% on February 19, May 19, August 19 and November 19 of each year, beginning on August 19, 2017.

See Note 15 Subsequent Events for information on the July issuances of $750 million of senior notes and $500 million of senior floating rate notes by PNC Bank.

PNC Bank is a member of the FHLB-Pittsburgh and, as such, has access to advances from FHLB-Pittsburgh secured generally by residential mortgage loans, other mortgage-related loans and commercial mortgage-backed securities. At June 30, 2017, our unused secured borrowing capacity was $26.8 billion with the FHLB-Pittsburgh. Total FHLB borrowings increased to $19 billion at June 30, 2017 compared with $17.5 billion at December 31, 2016 as draws outpaced maturities.

The FHLB-Pittsburgh also periodically provides standby letters of credit on behalf of PNC Bank to secure certain public deposits. If the FHLB-Pittsburgh is required to make payment for a beneficiary’s draw, the payment amount is converted into a collateralized advance to PNC Bank. At June 30, 2017, standby letters of credit issued on our behalf by the FHLB-Pittsburgh totaled $4.1 billion.

PNC Bank has the ability to offer up to $10.0 billion of its commercial paper to provide additional liquidity. As of June 30, 2017, there were no issuances outstanding under this program.

PNC Bank can also borrow from the Federal Reserve Bank discount window to meet short-term liquidity requirements. 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. These potential borrowings are secured by commercial loans. At June 30, 2017, our unused secured borrowing capacity was $17.8 billion with the Federal Reserve Bank.

Borrowed funds come from a diverse mix of short-term and long-term funding sources. See Note 10 Borrowed Funds in our 2016 Form 10-K and the Funding Sources section of the Consolidated Balance Sheet Review for additional information related to our Borrowings.

In addition to managing liquidity risk at the consolidated company 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 adequate liquidity to fund

discretionary activities such as paying dividends to our shareholders, share repurchases and acquisitions.

As of June 30, 2017, available parent company liquidity totaled $5.7 billion. Parent company liquidity is primarily held in intercompany short-term investments, the terms of which provide for the availability of cash in 31 days or less. Investments with longer durations may also be acquired, but if so, 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 it receives from its subsidiary bank, which may be impacted by the following:

•

Bank-level capital needs,

•

Laws and regulations,

•

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 approximately $1.3 billion at June 30, 2017. See Note 18 Regulatory Matters in the Notes To Consolidated Financial Statements in our 2016 Form 10-K for a 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. The parent company has the ability to offer up to $5.0 billion of commercial paper to provide additional liquidity. As of June 30, 2017, there were no commercial paper issuances outstanding.

The parent company has an effective shelf registration statement pursuant to which it can issue additional debt, equity and other capital instruments. Under this shelf registration statement, on May 19, 2017, the parent company issued $750 million in Senior Notes with a maturity date of May 19, 2027. Interest is payable semi-annually at a fixed rate of 3.150% per annum on May 19 and November 19 of each year, commencing on November 19, 2017.

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

Parent company senior and subordinated debt outstanding totaled $6.9 billion at June 30, 2017 compared with $6.2 billion at December 31, 2016.

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 in our 2016 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 13 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.

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. In addition, rating agencies themselves have been subject to scrutiny arising from the most recent financial crisis and could make or be required to make substantial changes to their ratings policies and practices, particularly in response to legislative and regulatory changes. Potential changes in the legislative and regulatory environment and the timing of those changes could impact our ratings, which as noted above, could impact our liquidity and financial condition. 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.

Table 24: Credit Ratings as of June 30, 2017 for PNC and PNC Bank

Moody’s

Standard &
Poor’s

Fitch

PNC

Senior debt

A-

A+

Subordinated debt

BBB+

Preferred stock

Baa2

BBB-

PNC Bank

Senior debt

A+

Subordinated debt

A-

Long-term deposits

Aa2

AA-

Short-term deposits

P-1

A-1

F1+

Short-term notes

P-1

A-1

Capital Management

Detailed information on our capital management processes and activities, including additional information on our previous CCAR submissions and capital plans, is included in the Capital Management portion of the Risk Management section in our 2016 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, and managing dividend policies and retaining earnings.

In the second quarter of 2017, we repurchased 5.7 million common shares for $.7 billion, completing our common stock repurchase programs for the four quarter period that ended in June 2017. We returned a total of $3.4 billion of capital to shareholders through repurchases of 21.5 million common shares for $2.3 billion and dividends on common shares of $1.1 billion over the four quarter period, consistent with the capital plan accepted by the Federal Reserve as part of our 2016 CCAR submission.

In connection with the 2017 CCAR process, we submitted our capital plan as approved by PNC’s Board of Directors, to the Federal Reserve in April 2017. The Federal Reserve accepted the capital plan and did not object to our proposed capital actions. As provided for in the 2017 capital plan, PNC announced new share repurchase programs of up to $2.7 billion for the four-quarter period beginning in the third quarter of 2017, including repurchases of up to $.3 billion related to employee benefit plans.

We paid dividends on common stock of $.3 billion, or 55 cents per common share, during the second quarter of 2017. On July 6, 2017, the PNC Board of Directors raised the quarterly common stock cash dividend to 75 cents per share, an increase of 20 cents, or 36%, payable on August 5, 2017.

See Note 11 Total Equity and Other Comprehensive Income in the Notes To Consolidated Financial Statements in this Report for additional information on the March 15, 2017 redemption of $1.0 billion of Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities issued by PNC Preferred Funding Trusts I and II.

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

Table 25: Basel III Capital


	June 30, 2017
Dollars in millions	2017 Transitional Basel III (a)			Pro forma Fully Phased-In Basel III (Non-GAAP) (estimated) (b) (c)
Common equity Tier 1 capital
Common stock plus related surplus, net of treasury stock	$	9,067		$	9,067
Retained earnings		33,133			33,133
Accumulated other comprehensive income for securities currently and previously held as available for sale		284			354
Accumulated other comprehensive income for pension and other postretirement plans		(451	)		(563	)
Goodwill, net of associated deferred tax liabilities		(8,881	)		(8,881	)
Other disallowed intangibles, net of deferred tax liabilities		(275	)		(344	)
Other adjustments/(deductions)		(179	)		(181	)
Total common equity Tier 1 capital before threshold deductions		32,698			32,585
Total threshold deductions		(1,144	)		(1,702	)
Common equity Tier 1 capital		31,554			30,883
Additional Tier 1 capital
Preferred stock plus related surplus		3,982			3,982
Other adjustments/(deductions)		(103	)		(117	)
Tier 1 capital		35,433			34,748
Additional Tier 2 capital
Qualifying subordinated debt		3,689			3,630
Trust preferred capital securities		100
Eligible credit reserves includable in Tier 2 capital		2,864			2,864
Total Basel III capital	$	42,086		$	41,242
Risk-weighted assets
Basel III standardized approach risk-weighted assets (d)	$	306,379		$	314,389
Basel III advanced approaches risk-weighted assets (e)		N/A		$	282,472
Average quarterly adjusted total assets	$	359,449		$	358,806
Supplementary leverage exposure (f)	$	427,483		$	426,840
Basel III risk-based capital and leverage ratios
Common equity Tier 1		10.3	%		9.8	%	(g) (h)
Tier 1		11.6	%		11.1	%	(g) (i)
Total		13.7	%		13.1	%	(g) (j)
Leverage (k)		9.9	%		9.7	%
Supplementary leverage ratio (l)		8.3	%		8.1	%

(a)	Calculated using the regulatory capital methodology applicable to us during 2017.

(b)

PNC utilizes the pro forma fully phased-in Basel III capital ratios to assess its capital position (without the benefit of phase-ins), as these ratios represent the regulatory capital standards that will ultimately be applicable to PNC under the final Basel III rules. Pro forma fully phased-in capital amounts, ratios and risk-weighted and leverage-related assets are estimates.

(c)

Basel III capital ratios and estimates may be impacted by additional regulatory guidance or analysis and, in the case of those ratios calculated using the advanced approaches, may be subject to variability based on the ongoing evolution, validation and regulatory approval of PNC’s models integral to the calculation of advanced approaches risk-weighted assets.

(d)	Includes credit and market risk-weighted assets.

(e)

Basel III advanced approaches risk-weighted assets are estimated based on the Basel III advanced approaches rules, and include credit, market and operational risk-weighted assets. During the parallel run qualification phase PNC has refined the data, models and internal processes used as part of the advanced approaches for determining risk-weighted assets. We anticipate additional refinements to this estimate through the parallel run qualification phase.

(f)	Supplementary leverage exposure is the sum of Adjusted average assets and certain off-balance sheet exposures including undrawn credit commitments and derivative potential future exposures.

(g)	Pro forma fully phased-in Basel III capital ratio based on Basel III standardized approach risk-weighted assets and rules.

(h)

For comparative purposes only, the pro forma fully phased-in advanced approaches Basel III Common equity Tier 1 capital ratio estimate is 11.0%. This capital ratio is calculated using pro forma fully phased-in Common equity Tier 1 capital and dividing by estimated Basel III advanced approaches risk-weighted assets.

(i)	For comparative purposes only, the pro forma fully phased-in advanced approaches Basel III Tier 1 risk-based capital ratio estimate is 12.3%. This capital ratio is calculated using fully phased-in Tier 1 capital and dividing by estimated Basel III advanced approaches risk-weighted assets.

(j)

For comparative purposes only, the pro forma fully phased-in advanced approaches Basel III Total capital risk-based capital ratio estimate is 13.7%. This ratio is calculated using fully phased-in Total Basel III capital, which under the advanced approaches, Additional Tier 2 capital includes allowance for loan and lease losses in excess of Basel expected credit losses, if any, up to 0.6% of credit risk-weighted assets, and dividing by estimated Basel III advanced approaches risk-weighted assets.

(k)	Leverage ratio is calculated based on Tier 1 capital divided by Average quarterly adjusted total assets.

(l)	Supplementary leverage ratio is calculated based on Tier 1 capital divided by Supplementary leverage exposure. As advanced approaches banking organizations, PNC and PNC Bank will be subject to a 3% minimum supplementary leverage ratio effective January 1, 2018.

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

As a result of the phase-in periods included in the final U.S. Basel III regulatory capital rules (Basel III rules), as well as the fact that we remain in the parallel run qualification phase for the advanced approaches, our regulatory risk-based capital ratios in 2017 are based on the definitions of, and deductions from, regulatory capital under the Basel III rules (as such definitions and deductions are phased-in for 2017) and the standardized approach for determining risk-weighted assets. Until we have exited parallel run, our regulatory risk-based Basel III ratios will be calculated using the standardized approach for determining risk-weighted assets, and the definitions of, and deductions from, capital under Basel III (as such definitions and deductions are phased-in through 2019). Once we exit parallel run, our regulatory risk-based capital ratios will be the lower of the ratios calculated under the standardized approach and the advanced approaches. We refer to the capital ratios calculated using the phased-in Basel III provisions in effect for 2017 and, for the risk-based ratios, standardized approach risk-weighted assets, as the 2017 Transitional Basel III ratios. 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, past due exposures, equity exposures and securitization exposures are generally subject to higher risk weights than other types of exposures.

Under the Basel III rules adopted by the U.S. banking agencies, significant common stock investments in unconsolidated financial institutions, mortgage servicing rights and deferred tax assets must be deducted from capital (subject to a phase-in schedule and net of associated deferred tax liabilities) to the extent they individually exceed 10%, or in the aggregate exceed 15%, of the institution’s adjusted common equity Tier 1 capital. Also, Basel III regulatory capital includes (subject to a phase-in schedule) accumulated other comprehensive income related to securities currently and previously held as available for sale, as well as pension and other postretirement plans.

Federal banking regulators have stated that they expect the largest U.S. bank holding companies, including PNC, to have a level of regulatory capital well in excess of the regulatory minimum and have required the largest U.S. bank holding companies, including PNC, to have a capital buffer sufficient 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, 2017 capital levels were aligned with them.

At June 30, 2017, PNC and PNC Bank, our sole bank subsidiary, were both considered “well capitalized,” based on applicable U.S. regulatory capital ratio requirements. To qualify as “well capitalized”, PNC must have Transitional 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 Transitional 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%.

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 18 Regulatory Matters in our 2016 Form 10-K. See the Statistical Information (Unaudited) section of this Report for details on our December 31, 2016 and June 30, 2016 Transitional Basel III and Pro forma fully phased-in Basel III common equity tier 1 capital ratios.

Market Risk Management

Market risk is the risk of a loss in earnings or economic value due to adverse movements in market factors such as interest rates, credit spreads, foreign exchange rates, commodity prices and equity prices. We are exposed to market risk primarily by our involvement in the following activities, among others:

•

Traditional banking activities of gathering deposits and extending loans,

•

Equity and other investments and activities whose economic values are directly impacted by market factors, and

•

Fixed income securities, derivatives and foreign exchange activities, as a result of customer activities and securities underwriting.

We have established enterprise-wide policies and methodologies to identify, measure, monitor and report market risk. Market Risk Management provides independent oversight by monitoring compliance with established guidelines and reporting significant risks in the business to the Risk Committee of the Board of Directors.

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.

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

Sensitivity results and market interest rate benchmarks for the second quarters of 2017 and 2016 follow:

Table 26: Interest Sensitivity Analysis


	Second Quarter 2017			Second Quarter 2016
Net Interest Income Sensitivity Simulation (a)
Effect on net interest income in first year from gradual interest rate change over the following 12 months of:
100 basis point increase		2.8	%		3.1	%
100 basis point decrease		(3.3	)%		(3.2	)%
Effect on net interest income in second year from gradual interest rate change over the preceding 12 months of:
100 basis point increase		5.4	%		8.1	%
100 basis point decrease		(8.7	)%		(8.5	)%
Duration of Equity Model (a)
Base case duration of equity (in years)		(2.5	)		(8.5	)
Key Period-End Interest Rates
One-month LIBOR		1.22	%		.47	%
Three-year swap		1.75	%		.81	%

(a)	Given the inherent limitations in certain of these measurement tools and techniques, results become less meaningful as interest rates approach zero.

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 27 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.

Table 27: Net Interest Income Sensitivity to Alternative Rate Scenarios (Second Quarter 2017)


	PNC Economist			Market Forward			Slope Flattening
First year sensitivity		1.5	%		1.0	%		(1.0	)%
Second year sensitivity		4.1	%		1.7	%		(4.4	)%

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.

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 26 and 27 above. These simulations assume that as assets and liabilities mature, they are replaced or repriced at then current market rates.

The following graph presents the LIBOR/Swap yield curves for the base rate scenario and each of the alternate scenarios one year forward.

Table 28: Alternate Interest Rate Scenarios: One Year Forward

LOGO

The second quarter 2017 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.

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.

We use value-at-risk (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. A diversified VaR reflects empirical correlations across different asset classes. We calculate a diversified VaR at a 95% confidence interval and the results for the first six months of 2017 and 2016 were within our acceptable limits.

See the Market Risk Management – Customer-Related Trading Risk section of our 2016 Form 10-K for more information on our models used to calculate VaR and our backtesting process.

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

Customer related trading revenue was $129 million for the first six months of 2017 compared with $89 million for the first six months of 2016. This increase was primarily due to changes in credit valuations for customer-related derivatives and improved derivative and foreign exchange client sales revenues.

Customer related trading revenue was $61 million for the second quarter of 2017 compared with $50 million for the second quarter of 2016. This increase was primarily due to changes in credit valuations for customer-related derivatives.

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, securities underwriting 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. 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 29: Equity Investments Summary


	June 30 2017		December 31 2016		Change
In millions	June 30 2017		December 31 2016		$			%
BlackRock	$	7,049	$	6,886	$	163			2	%
Tax credit investments		2,119		2,090		29			1	%
Private equity and other		1,651		1,752		(101	)		(6	)%
Total	$	10,819	$	10,728	$	91			1	%

BlackRock

We owned approximately 35 million common stock equivalent shares of BlackRock equity at June 30, 2017, accounted for under the equity method. The primary risk measurement, similar to other equity investments, is economic capital. The Business Segments Review section of this Financial Review includes additional information about BlackRock.

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 $.7 billion at both June 30,

2017 and December 31, 2016. These unfunded commitments are included in Other Liabilities on our Consolidated Balance Sheet.

Note 2 Loan Sale and Servicing Activities and Variable Interest Entities in the Notes To Consolidated Financial Statements in our 2016 Form 10-K has further information on Tax Credit Investments.

Private Equity and Other

The majority of our other equity investments consists of 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 $1.3 billion at June 30, 2017 and $1.4 billion at December 31, 2016. As of June 30, 2017, $1.0 billion was invested directly in a variety of companies and $.3 billion was invested indirectly through various private equity funds. See Item 1 Business – Supervision and Regulation and Item 1A Risk Factors in our 2016 Form 10-K for discussion of the potential impacts of the Volcker Rule provisions of Dodd-Frank on our interests in and of private funds covered by the Volcker Rule, including the five-year extension we received in February 2017 to conform certain equity investments subject to the Volcker Rule.

Included in our other equity investments are Visa Class B common shares, which are recorded at cost. At June 30, 2017, the estimated value of our investment in Visa Class B common shares was approximately $543 million and our cost basis was not significant. 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 of stock, which cannot happen until the settlement of the pending interchange litigation. See Note 6 Fair Value and Note 12 Legal Proceedings in the Notes To Consolidated Financial Statements in our 2016 Form 10-K for additional information regarding our Visa agreements.

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 not significant at June 30, 2017 and June 30, 2016.

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 and credit risk inherent in our business activities. Substantially all such instruments are used to manage risk related to changes in interest rates. Interest rate swaps, interest rate caps and floors, swaptions, options, forwards and futures contracts are the primary instruments we use for interest rate risk management. We also enter into derivatives with customers to facilitate their risk management activities.

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

Financial derivatives involve, to varying degrees, market and credit risk. Periodic cash payments are exchanged for interest rate swaps, options and future contracts. Premiums are also exchanged for options contracts. 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 and Note 6 Fair Value in our Notes To Consolidated Financial Statements in our 2016 Form 10-K and in Note 6 Fair Value and Note 9 Financial Derivatives in the Notes To Consolidated Financial Statements in 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.

R ECENT R EGULATORY D EVELOPMENTS

On June 28, 2017, the Federal Reserve announced the results of the 2017 CCAR exercise. As we previously announced, the Federal Reserve accepted the capital plan that PNC submitted in April 2017 and did not object to the capital actions included in that plan. See the Capital Management portion of the Risk Management section of this Financial Review.

On July 10, 2017, the Consumer Financial Protection Bureau issued a final rule restricting the use of pre-dispute arbitration agreements and class-action waiver clauses in the contracts for many consumer financial products and services. The rule will apply to pre-dispute arbitration agreements for covered products or services entered into on or after March 19, 2018. PNC is determining what changes will be required to our agreements with new customers after the compliance date.

C RITICAL A CCOUNTING E STIMATES AND J UDGMENTS

Note 1 Accounting Policies of our 2016 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 following critical accounting policies and judgments are described in more detail in Critical Accounting Estimates and Judgments in Item 7 of our 2016 Form 10-K:

•

Fair Value Measurements

•

Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit

•

Goodwill

•

Residential and Commercial Mortgage Servicing Rights

•

Income Taxes

Goodwill

See the Critical Accounting Estimates and Judgments section in our first quarter 2017 Form 10-Q for information on our interim impairment test that was performed in connection with our segment realignment and in Item 7 of our 2016 Form 10-K for additional information on our annual impairment test processes.

Fair Value Measurements

The following table summarizes the assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016, respectively, and the portions of such assets and liabilities that are classified within Level 3 of the valuation hierarchy. Level 3 assets and liabilities are those where the fair value is estimated using significant unobservable inputs.

Table 30: Fair Value Measurements – Summary


	June 30, 2017						December 31, 2016
Dollars in millions	Total Fair Value			Level 3			Total Fair Value			Level 3
Total assets	$	71,632		$	7,647		$	74,608		$	8,830
Total assets at fair value as a percentage of consolidated assets		19	%					20	%
Level 3 assets as a percentage of total assets at fair value					11	%					12	%
Level 3 assets as a percentage of consolidated assets					2	%					2	%
Total liabilities	$	4,133		$	289		$	4,818		$	433
Total liabilities at fair value as a percentage of consolidated liabilities		1	%					2	%
Level 3 liabilities as a percentage of total liabilities at fair value					7	%					9	%
Level 3 liabilities as a percentage of consolidated liabilities					<1	%					<1	%

The majority of assets recorded at fair value are included in the securities available for sale portfolio. The majority of Level 3 assets represent non-agency residential mortgage-backed securities in the available for sale portfolio, equity investments and mortgage servicing rights. For further information on fair value, see Note 6 Fair Value in the Notes To Consolidated Financial Statements in this Report.

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

Recently Issued Accounting Standards

Revenue Recognition

In May 2014, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU clarifies the principles for recognizing revenue and replaces nearly all existing revenue recognition guidance in U.S. GAAP with one accounting model. The core principle of the guidance is that an entity should recognize revenue to depict the satisfaction of a performance obligation by transfer of promised goods or services to customers. The ASU also requires additional qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued guidance deferring the mandatory effective date of ASU 2014-09 for one year, to annual reporting periods beginning after December 15, 2017.

The requirements within ASU 2014-09 and its subsequent amendments should be applied either retrospectively to each prior period presented (with several practical expedients for certain completed contracts) or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application (i.e., modified retrospective application). We plan to adopt the ASU consistent with the deferred mandatory effective date using the modified retrospective approach. Since the standard does not apply to revenue from loans, securities and other financial instruments, based on our evaluation to date, we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations or our consolidated financial position. We are still evaluating the presentation of certain in-scope revenue on the income statement related to our credit card business. We expect that the most significant impact related to the standard’s expanded disclosure requirements will be the disaggregation of revenue.

Financial Instruments

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU changes the accounting for certain equity investments, financial liabilities under the fair value option and presentation and disclosure requirements for financial instruments. Equity investments not accounted for under the equity method of accounting will be measured at fair value with any changes in fair value recognized in net income. For an equity investment which does not have a readily determinable fair value, an election can be made to measure the investment at cost, less any impairment, plus or minus changes in value resulting from observable price changes in identical or similar instruments of the issuer. The ASU also simplifies the impairment assessment for these investments. Additionally, the ASU changes the presentation of certain fair value changes for financial liabilities measured at fair value and amends certain disclosure requirements relating to the fair

value of financial instruments. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and should be applied using a modified retrospective approach through a cumulative-effect adjustment to the balance sheet, except for the amendment related to equity securities without readily determinable fair values, which should be applied prospectively. We plan to adopt all provisions consistent with the effective date and we do not expect the adoption of this standard to have a significant impact on our consolidated results of operations or our consolidated financial position.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 ) . The primary change in the new guidance is the recognition of lease assets and lease liabilities by lessees for operating leases. The ASU requires lessees to recognize a right-of-use asset and related lease liability for all leases with lease terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 using a modified retrospective approach through a cumulative-effect adjustment. Early adoption is permitted. We are currently evaluating our complete lease population. We expect, at a minimum, to recognize lease liabilities and corresponding right-of-use assets commensurate with the present value of the future minimum payments required under operating leases as disclosed in Note 8 Premises, Equipment and Leasehold Improvements in our 2016 Form 10-K. We do not expect a material change to the timing of our expense recognition.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The ASU requires the use of an expected credit loss methodology; specifically, expected credit losses for the remaining life of the asset will be recognized at the time of origination or acquisition. The expected credit loss methodology will apply to loans, debt securities and other financial assets accounted for at amortized cost and net investment in leases not accounted for at fair value through net income. It will also apply to off-balance sheet credit exposures except for unconditionally cancellable commitments. Assets in the scope of the ASU, except for purchased credit deteriorated assets, will be presented at the net amount expected to be collected after deducting the allowance for credit losses from the amortized cost basis of the assets.

Enhanced credit quality disclosures will be required including disaggregation of credit quality indicators by vintage. The development of an expected credit loss methodology and new disclosures will require significant data collection, building or enhancing loss models, and process re-development prior to

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

adoption. The ASU is effective for us for the first quarter of 2020 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. We have established a company-wide, cross-functional governance structure. We continue to determine the required changes to our credit loss estimation methodologies, data and systems to be able to comply with the standard. We also continue to assess the impact of the standard; however, we expect the guidance will result in an increase in the allowance for loan losses to cover credit losses over the estimated life of the financial assets. The magnitude of the increase in our allowance for loan losses at the adoption date will be dependent upon the nature of the characteristics of the portfolio at the adoption date, as well as macroeconomic conditions and forecasts at that date.

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The ASU provides guidance on eight specific issues related to classification within the statement of cash flows with the objective of reducing existing diversity in practice. The specific issues cover cash payments for debt prepayment or debt extinguishment costs; cash outflows for settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant; contingent consideration payments that are not made soon after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests received in securitization transactions; and clarifies that when no specific GAAP guidance exists and the source of the cash flows are not separately identifiable, then the predominant source of cash flows should be used to determine the classification for the item. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. Based on our evaluation to date, we do not expect the adoption of this standard to have a significant impact on our consolidated statement of cash flows.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. Under Step 2, an entity had to calculate the implied fair value of goodwill at the impairment testing date of its assets and liabilities as if those assets and liabilities had been acquired in a business

combination. Under the ASU, the goodwill impairment test compares the fair value of a reporting unit with its carrying amount, and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this standard to impact our consolidated results of operations or our consolidated financial position.

Recently Adopted Accounting Standards

See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements in this Report regarding the impact of new accounting pronouncements adopted in 2017.

O FF -B ALANCE S HEET A RRANGEMENTS A ND V ARIABLE I NTEREST E NTITIES

We engage in a variety of activities that involve entities that are not consolidated or otherwise reflected in our Consolidated Balance Sheet that are generally referred to as off-balance sheet arrangements. Additional information on these types of activities is included in our 2016 Form 10-K and in Note 2 Loan Sale and Servicing Activities and Variable Interest Entities and Note 13 Commitments in the Notes To Consolidated Financial Statements included in this Report.

A summary of variable interest entities (VIEs), including those in which we hold variable interests but have not consolidated into our financial statements, is included in Note 2 in our 2016 Form 10-K.

Trust Preferred Securities and REIT Preferred Securities

See Note 10 Borrowed Funds and Note 15 Equity in the Notes To Consolidated Financial Statements in our 2016 Form 10-K and Note 11 Total Equity and Other Comprehensive Income in the Notes To Consolidated Financial Statements in this Report for additional information on trust preferred securities issued by PNC Capital Trust C and Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities (Perpetual Trust Securities) issued by PNC Preferred Funding Trust I and PNC Preferred Funding Trust II, including information on our March 15, 2017 redemption of the Perpetual Trust Securities and the related termination of the replacement capital covenants which had benefitted PNC Capital Trust C, as well as information on contractual limitations potentially imposed by PNC Capital Trust C on payments (including dividends) with respect to PNC’s securities.

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

I NTERNAL C ONTROLS A ND D ISCLOSURE C ONTROLS A ND P ROCEDURES

As of June 30, 2017, 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 and Exchange Act of 1934) were effective as of June 30, 2017, and that there has been no change in PNC’s internal control over financial reporting that occurred during the second quarter of 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

G LOSSARY OF T ERMS

For a glossary of terms commonly used in our filings, please see the glossary of terms included in our 2016 Form 10-K.

C AUTIONARY S TATEMENT R EGARDING F ORWARD -L OOKING I NFORMATION

We make statements in this Report, and we may from time to time make other statements, regarding our outlook for earnings, revenues, expenses, 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 subject to numerous assumptions, risks and uncertainties, which change over time.

Forward-looking statements speak only as of the date made. We do not assume any duty and do not undertake to update forward-looking statements. Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

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

•

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

–

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 and market interest rates.

–

Changes in law and policy accompanying the new presidential administration and uncertainty or speculation pending the enactment of such changes.

–

Changes in customers’, suppliers’ and other counterparties’ performance and creditworthiness.

–

Slowing or reversal of the current U.S. economic expansion.

–

Continued residual effects of recessionary conditions and uneven spread of positive impacts of recovery on the economy and our counterparties, including adverse impacts on levels of unemployment, loan utilization rates, delinquencies, defaults and counterparty ability to meet credit and other obligations.

–

Commodity price volatility.

–

Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors.

•

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. These statements are based on our current view that the U.S. economy and the labor market will grow moderately in 2017, boosted by stable oil/energy prices, improving consumer spending and housing activity, and some federal fiscal policy stimulus as a result of the 2016 elections. Short-term interest rates and bond yields are expected to continue rising in 2017; inflation has slowed in the first half of 2017, but should gradually accelerate into 2018. Specifically, our business outlook reflects our expectation of continued steady growth in GDP, one 25 basis point increase in short-term interest rates by the Federal Reserve in December of 2017, and an announcement from the Federal Reserve that it will begin to reduce the size of its balance sheet in the fall of 2017. We are also assuming that long-term rates rise at a slower pace than short-term rates. These forward-looking statements also do not, unless otherwise indicated, take into account the impact of potential legal and regulatory contingencies.

•

Our ability to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or issue or redeem preferred stock or other regulatory capital instruments, is subject to the review of such proposed actions by the Federal Reserve Board as part of our comprehensive capital plan for the applicable period in connection with the Federal Reserve Board’s Comprehensive Capital Analysis and Review (CCAR) process and to the acceptance of such capital plan and non-objection to such capital actions by the Federal Reserve Board.

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

•

Our regulatory capital ratios in the future will depend on, among other things, the company’s financial performance, the scope and terms of final capital regulations then in effect (particularly those implementing the international regulatory capital framework developed by the Basel Committee on Banking Supervision (Basel Committee), the international body responsible for developing global regulatory standards for banking organizations for consideration and adoption by national jurisdictions), and management actions affecting the composition of our balance sheet. In addition, our 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 approval of related models.

•

Legal and regulatory developments could have an impact on our ability to operate our businesses, financial condition, results of operations, competitive position, reputation, or pursuit of attractive acquisition opportunities. Reputational impacts could affect matters such as business generation and retention, liquidity, funding and ability to attract and retain management. These developments could include:

–

Changes resulting from legislative and regulatory reforms, including changes affecting oversight of the financial services industry, consumer protection, bank capital and liquidity standards, tax, 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 us.

–

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.

•

Business and operating results also include impacts relating to our equity interest in BlackRock, Inc. and rely to a significant extent on information provided to us by BlackRock. Risks and uncertainties that could affect BlackRock are discussed in more detail by BlackRock in its SEC filings.

•

We grow our business in part by acquiring from time to time other financial services companies, financial services assets and related deposits and other liabilities. Acquisition risks and uncertainties include those presented by the nature of the business acquired, including in some cases those associated with our entry into new businesses or new geographic or other markets and risks resulting from our inexperience in those new areas, as well as risks and uncertainties related to the acquisition transactions themselves, regulatory issues and the integration of the acquired businesses into PNC after closing.

•

Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, 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 2016 Form 10-K, our first quarter 2017 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 those 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.

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

CONSOLIDATED INCOME STATEMENT

THE PNC FINANCIAL SERVICES GROUP, INC.


Unaudited In millions, except per share data	Three months ended June 30				Six months ended June 30
Unaudited In millions, except per share data	2017		2016		2017		2016
Interest Income
Loans	$	2,040	$	1,829	$	3,944	$	3,672
Investment securities		495		456		988		918
Other		139		99		262		201
Total interest income		2,674		2,384		5,194		4,791
Interest Expense
Deposits		143		104		263		209
Borrowed funds		273		212		513		416
Total interest expense		416		316		776		625
Net interest income		2,258		2,068		4,418		4,166
Noninterest Income
Asset management		398		377		801		718
Consumer services		360		354		692		691
Corporate services		434		403		827		728
Residential mortgage		104		165		217		265
Service charges on deposits		170		163		331		321
Other		336		264		658		570
Total noninterest income		1,802		1,726		3,526		3,293
Total revenue		4,060		3,794		7,944		7,459
Provision For Credit Losses		98		127		186		279
Noninterest Expense
Personnel		1,263		1,226		2,512		2,371
Occupancy		202		215		424		436
Equipment		281		240		532		474
Marketing		67		61		122		115
Other		666		618		1,291		1,245
Total noninterest expense		2,479		2,360		4,881		4,641
Income before income taxes and noncontrolling interests		1,483		1,307		2,877		2,539
Income taxes		386		318		706		607
Net income		1,097		989		2,171		1,932
Less: Net income attributable to noncontrolling interests		10		23		27		42
Preferred stock dividends		55		42		118		105
Preferred discount accretion and redemptions		2		1		23		3
Net income attributable to common shareholders	$	1,030	$	923	$	2,003	$	1,782
Earnings Per Common Share
Basic	$	2.12	$	1.84	$	4.10	$	3.54
Diluted	$	2.10	$	1.82	$	4.05	$	3.49
Average Common Shares Outstanding
Basic		484		497		486		499
Diluted		488		503		491		505

See accompanying Notes To Consolidated Financial Statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

THE PNC FINANCIAL SERVICES GROUP, INC.


Unaudited In millions	Three months ended June 30						Six months ended June 30
Unaudited In millions	2017			2016			2017			2016
Net income	$	1,097		$	989		$	2,171		$	1,932
Other comprehensive income (loss), before tax and net of reclassifications into Net income:
Net unrealized gains (losses) on non-OTTI securities		151			273			220			777
Net unrealized gains (losses) on OTTI securities		62			17			97			(21	)
Net unrealized gains (losses) on cash flow hedge derivatives		(10	)		63			(87	)		263
Pension and other postretirement benefit plan adjustments		45			3			(17	)		15
Other		22			12			26			(15	)
Other comprehensive income (loss), before tax and net of reclassifications into Net income		270			368			239			1,019
Income tax benefit (expense) related to items of other comprehensive income		(89	)		(164	)		(72	)		(413	)
Other comprehensive income (loss), after tax and net of reclassifications into Net income		181			204			167			606
Comprehensive income		1,278			1,193			2,338			2,538
Less: Comprehensive income (loss) attributable to noncontrolling interests		10			23			27			42
Comprehensive income attributable to PNC	$	1,268		$	1,170		$	2,311		$	2,496

See accompanying Notes To Consolidated Financial Statements.

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

CONSOLIDATED BALANCE SHEET

THE PNC FINANCIAL SERVICES GROUP, INC.


Unaudited In millions, except par value	June 30 2017			December 31 2016
Assets
Cash and due from banks	$	5,039		$	4,879
Interest-earning deposits with banks		22,482			25,711
Loans held for sale (a)		2,030			2,504
Investment securities – available for sale		58,878			60,104
Investment securities – held to maturity		17,553			15,843
Loans (a)		218,034			210,833
Allowance for loan and lease losses		(2,561	)		(2,589	)
Net loans		215,473			208,244
Equity investments		10,819			10,728
Mortgage servicing rights		1,867			1,758
Goodwill		9,163			9,103
Other (a)		28,886			27,506
Total assets	$	372,190		$	366,380
Liabilities
Deposits
Noninterest-bearing	$	79,550		$	80,230
Interest-bearing		179,626			176,934
Total deposits		259,176			257,164
Borrowed funds
Federal Home Loan Bank borrowings		19,039			17,549
Bank notes and senior debt		26,054			22,972
Subordinated debt		6,111			8,009
Other (b)		5,202			4,176
Total borrowed funds		56,406			52,706
Allowance for unfunded loan commitments and letters of credit		304			301
Accrued expenses and other liabilities		10,119			9,355
Total liabilities		326,005			319,526
Equity
Preferred stock (c)
Common stock ($5 par value, Authorized 800 shares, issued 542 shares)		2,710			2,709
Capital surplus		16,326			16,651
Retained earnings		33,133			31,670
Accumulated other comprehensive income (loss)		(98	)		(265	)
Common stock held in treasury at cost: 62 and 57 shares		(5,987	)		(5,066	)
Total shareholders’ equity		46,084			45,699
Noncontrolling interests		101			1,155
Total equity		46,185			46,854
Total liabilities and equity	$	372,190		$	366,380

(a)

Our consolidated assets included the following for which we have elected the fair value option: Loans held for sale of $1.8 billion, Loans of $.8 billion and Other assets of $.3 billion at June 30, 2017 and Loans held for sale of $2.4 billion, Loans of $.9 billion and Other assets of $.5 billion at December 31, 2016.

(b)	Our consolidated liabilities at both June 30, 2017 and December 31, 2016 included Other borrowed funds of $.1 billion for which we have elected the fair value option.

(c)	Par value less than $.5 million at each date.

See accompanying Notes To Consolidated Financial Statements.

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

CONSOLIDATED STATEMENT OF CASH FLOWS

THE PNC FINANCIAL SERVICES GROUP, INC.


Unaudited In millions	Six months ended June 30
Unaudited In millions	2017			2016
Operating Activities
Net income	$	2,171		$	1,932
Adjustments to reconcile net income to net cash provided (used) by operating activities
Provision for credit losses		186			279
Depreciation and amortization		568			561
Deferred income taxes		80			(68	)
Changes in fair value of mortgage servicing rights		153			527
Gain on sales of Visa Class B common shares					(126	)
Undistributed earnings of BlackRock		(198	)		(148	)
Net change in
Trading securities and other short-term investments		(1,076	)		(865	)
Loans held for sale		450			(728	)
Other assets		501			(2,516	)
Accrued expenses and other liabilities		(364	)		2,179
Other		(187	)		(266	)
Net cash provided (used) by operating activities		2,284			761
Investing Activities
Sales
Securities available for sale		3,504			2,084
Loans		776			875
Repayments/maturities
Securities available for sale		5,389			4,895
Securities held to maturity		1,269			1,251
Purchases
Securities available for sale		(6,634	)		(7,182	)
Securities held to maturity		(2,788	)		(1,587	)
Loans		(315	)		(504	)
Net change in
Federal funds sold and resale agreements		(353	)		(107	)
Interest-earning deposits with banks		3,229			3,796
Loans		(7,080	)		(3,659	)
Net cash paid for acquisition		(1,323	)
Other		(507	)		49
Net cash provided (used) by investing activities		(4,833	)		(89	)

(continued on following page)

The PNC Financial Services Group, Inc. – Form 10-Q 41

CONSOLIDATED STATEMENT OF CASH FLOWS

THE PNC FINANCIAL SERVICES GROUP, INC.

(continued from previous page)


Unaudited In millions	Six months ended June 30
Unaudited In millions	2017			2016
Financing Activities
Net change in
Noninterest-bearing deposits	$	(663	)	$	(1,113	)
Interest-bearing deposits		2,692			2,345
Federal funds purchased and repurchase agreements		440			(157	)
Other borrowed funds		485			524
Sales/issuances
Federal Home Loan Bank borrowings		6,000
Bank notes and senior debt		4,063			2,856
Other borrowed funds		162			133
Common and treasury stock		68			29
Repayments/maturities
Federal Home Loan Bank borrowings		(4,510	)		(2,053	)
Bank notes and senior debt		(1,000	)		(993	)
Subordinated debt		(1,908	)		38
Other borrowed funds		(88	)		(475	)
Redemption of noncontrolling interests		(1,000	)
Acquisition of treasury stock		(1,374	)		(1,054	)
Preferred stock cash dividends paid		(118	)		(105	)
Common stock cash dividends paid		(540	)		(516	)
Net cash provided (used) by financing activities		2,709			(541	)
Net Increase (Decrease) In Cash And Due From Banks		160			131
Cash and due from banks at beginning of period		4,879			4,065
Cash and due from banks at end of period	$	5,039		$	4,196
Supplemental Disclosures
Interest paid	$	793		$	664
Income taxes paid	$	30		$	284
Income taxes refunded	$	11		$	35
Non-cash Investing and Financing Items
Transfer from loans to loans held for sale, net	$	233		$	367
Transfer from loans to foreclosed assets	$	112		$	158

See accompanying Notes To Consolidated Financial Statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

T HE PNC F INANCIAL S ERVICES G ROUP , I NC .

Unaudited

B USINESS

The PNC Financial Services Group, Inc. (PNC) is one of the largest diversified financial services companies in the United States and is headquartered in Pittsburgh, Pennsylvania.

N OTE 1 A CCOUNTING P OLICIES

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 variable interest entities.

We prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). We have eliminated intercompany accounts and transactions. We have also reclassified certain prior year amounts to conform to the 2017 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 2016 Annual Report on Form 10-K. Reference is made to Note 1

Accounting Policies in the 2016 Form 10-K for a detailed description of significant accounting policies. There have been no significant changes to our accounting policies as disclosed in the 2016 Annual Report on Form 10-K. These interim consolidated financial statements serve to update the 2016 Form 10-K and may not include all information and notes necessary to constitute a complete set of financial statements.

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 our fair value measurements and allowances for loan and lease losses and unfunded loan commitments and letters of credit. Actual results may differ from the estimates and the differences may be material to the consolidated financial statements.

Recently Adopted Accounting Standards

We did not adopt any new accounting standards that had a significant impact during the second quarter of 2017.

N OTE 2 L OAN S ALE AND S ERVICING A CTIVITIES AND V ARIABLE I NTEREST E NTITIES

Loan Sale and Servicing Activities

As more fully described in Note 2 Loan Sale and Servicing Activities and Variable Interest Entities in our 2016 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 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 special purpose entities (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 7 Goodwill and Mortgage Servicing Rights for information on our servicing rights, including the carrying value of servicing assets.

The PNC Financial Services Group, Inc. – Form 10-Q 43

The following table provides cash flows associated with our loan sale and servicing activities.

Table 31: Cash Flows Associated with Loan Sale and Servicing Activities


In millions	Residential Mortgages		Commercial Mortgages (a)
CASH FLOWS – Three months ended June 30, 2017
Sales of loans (b)	$	1,323	$	742
Repurchases of previously transferred loans (c)	$	97
Servicing fees (d)	$	92	$	30
Servicing advances recovered/(funded), net	$	42	$	(5	)
Cash flows on mortgage-backed securities held (e)	$	345	$	54
CASH FLOWS – Three months ended June 30, 2016
Sales of loans (b)	$	1,408	$	804
Repurchases of previously transferred loans (c)	$	103
Servicing fees (d)	$	93	$	32
Servicing advances recovered/(funded), net	$	48	$	(24	)
Cash flows on mortgage-backed securities held (e)	$	417	$	92
CASH FLOWS – Six months ended June 30, 2017
Sales of loans (b)	$	2,917	$	2,359
Repurchases of previously transferred loans (c)	$	228
Servicing fees (d)	$	186	$	63
Servicing advances recovered/(funded), net	$	84	$	26
Cash flows on mortgage-backed securities held (e)	$	694	$	183
CASH FLOWS – Six months ended June 30, 2016
Sales of loans (b)	$	2,846	$	1,454
Repurchases of previously transferred loans (c)	$	263
Servicing fees (d)	$	186	$	62
Servicing advances recovered/(funded), net	$	76	$	7
Cash flows on mortgage-backed securities held (e)	$	769	$	197

(a)	Represents cash flow information associated with both commercial mortgage loan transfer and servicing activities.

(b)	Gains/losses recognized on sales of loans were insignificant for the periods presented.

(c)	Includes residential mortgage government insured or guaranteed loans eligible for repurchase through the exercise of our removal of account provision option, and 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 we hold issued by a securitization SPE in which we transferred to and/or services loans. The carrying values of such securities held were $7.2 billion in residential mortgage-backed securities and $.7 billion in commercial mortgage-backed securities at June 30, 2017 and $6.4 billion in residential mortgage-backed securities and $1.1 billion in commercial mortgage-backed securities at June 30, 2016. Additionally, at December 31, 2016, the carrying values of such securities held were $6.9 billion in residential mortgage-backed securities and $.9 billion in commercial mortgage-backed securities.

Table 32 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 due to a breach in representations and warranties or a loss sharing arrangement associated with our continuing involvement with these loans.

Table 32: Principal Balance, Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others


In millions	Residential Mortgages		Commercial Mortgages (a)
June 30, 2017
Total principal balance	$	60,864	$	45,799
Delinquent loans (b)	$	944	$	702
December 31, 2016
Total principal balance	$	66,081	$	45,855
Delinquent loans (b)	$	1,422	$	941
Three months ended June 30, 2017
Net charge-offs (c)	$	24	$	56
Three months ended June 30, 2016
Net charge-offs (c)	$	28	$	157
Six months ended June 30, 2017
Net charge-offs (c)	$	49	$	411
Six months ended June 30, 2016
Net charge-offs (c)	$	54	$	1,069

(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 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.

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

Variable Interest Entities (VIEs)

As discussed in Note 2 Loan Sale and Servicing Activities and Variable Interest Entities in our 2016 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 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. We have excluded certain transactions with non-consolidated VIEs from the balances presented in Table 33 where we have determined that our continuing involvement is not significant. 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 33. These loans are included as part of the asset quality disclosures that we make in Note 3 Asset Quality.

Table 33: Non-Consolidated VIEs


In millions	PNC Risk of Loss (a)		Carrying Value of Assets Owned by PNC			Carrying Value of Liabilities Owned by PNC
June 30, 2017
Mortgage-Backed Securitizations (b)	$	8,083	$	8,083	(c)
Tax Credit Investments and Other		3,200		3,143	(d)	$	817	(e)
Total	$	11,283	$	11,226		$	817
December 31, 2016
Mortgage-Backed Securitizations (b)	$	8,003	$	8,003	(c)
Tax Credit Investments and Other		3,083		3,043	(d)	$	823	(e)
Total	$	11,086	$	11,046		$	823

(a)	This represents loans, investments and other assets related to non-consolidated VIEs, net of collateral (if applicable).

(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.

We make certain equity investments in various tax credit limited partnerships or limited liability companies (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. During the six months ended June 30, 2017, we recognized $.1 billion of amortization, $.1 billion of tax credits, and $42 million of other tax benefits associated with qualified investments in low income housing tax credits within Income taxes. The amounts for the second quarter of 2017 were $57 million, $61 million and $21 million, respectively.

N OTE 3 A SSET Q UALITY

We closely monitor economic conditions and loan performance trends to manage and evaluate our exposure to credit risk. Trends in delinquency rates may be a key indicator, among other considerations, of credit risk within the loan portfolios. 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 exclude loans held for sale, purchased impaired loans, nonperforming loans and loans accounted for under the fair value option which are on nonaccrual status, but include government insured or guaranteed loans and accruing loans accounted for under the fair value option.

Nonperforming assets include nonperforming loans and leases, OREO, foreclosed and other 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. Interest income is not recognized on these loans. Loans accounted for under the fair value option are reported as performing loans as these loans are accounted for at fair value. 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 substantially all principal and interest are not reported as nonperforming loans and continue to accrue interest. Purchased impaired loans are excluded from nonperforming loans as we are currently accreting interest income over the expected life of the loans.

See Note 1 Accounting Policies in our 2016 Form 10-K for additional information on our loan related policies.

The PNC Financial Services Group, Inc. – Form 10-Q 45

The following tables display the delinquency status of our loans and our nonperforming assets at June 30, 2017 and December 31, 2016, respectively.

Table 34: Analysis of Loan Portfolio (a)


	Accruing
Dollars in millions	Current 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 (b)			Nonperforming Loans			Fair Value Option Nonaccrual Loans (c)			Purchased Impaired Loans			Total Loans (d)
June 30, 2017
Commercial Lending
Commercial	$	107,954		$	42		$	26		$	50		$	118		$	468					$	17		$	108,557
Commercial real estate		29,294			4			1			2			7			127						61			29,489
Equipment lease financing		7,709			2			4						6			4									7,719
Total commercial lending		144,957			48			31			52			131			599						78			145,765
Consumer Lending
Home equity		27,298			61			24						85			837						999			29,219
Residential real estate		13,183			129			69			411			609	(b)		439		$	204			1,614			16,049
Credit card		5,116			34			20			36			90			5									5,211
Other consumer
Automobile		12,362			44			12			4			60			66									12,488
Education and other		8,940			117			63			171			351	(b)		11									9,302
Total consumer lending		66,899			385			188			622			1,195			1,358			204			2,613			72,269
Total	$	211,856		$	433		$	219		$	674		$	1,326		$	1,957		$	204		$	2,691		$	218,034
Percentage of total loans		97.17	%		.20	%		.10	%		.31	%		.61	%		.90	%		.09	%		1.23	%		100.00	%
December 31, 2016
Commercial Lending
Commercial	$	100,710		$	81		$	20		$	39		$	140		$	496					$	18		$	101,364
Commercial real estate		28,769			5			2						7			143						91			29,010
Equipment lease financing		7,535			29			1						30			16									7,581
Total commercial lending		137,014			115			23			39			177			655						109			137,955
Consumer Lending
Home equity		27,820			64			30						94			914						1,121			29,949
Residential real estate		12,425			159			68			500			727	(b)		501		$	219			1,726			15,598
Credit card		5,187			33			21			37			91			4									5,282
Other consumer
Automobile		12,257			51			12			5			68			55									12,380
Education and other		9,235			140			78			201			419	(b)		15									9,669
Total consumer lending		66,924			447			209			743			1,399			1,489			219			2,847			72,878
Total	$	203,938		$	562		$	232		$	782		$	1,576		$	2,144		$	219		$	2,956		$	210,833
Percentage of total loans		96.73	%		.27	%		.11	%		.37	%		.75	%		1.02	%		.10	%		1.40	%		100.00	%

(a)	Amounts in table represent recorded investment and exclude loans held for sale. Recorded investment in a loan includes the unpaid principal balance plus accrued interest and net accounting adjustments, less any charge-offs. Recorded investment does not include any associated valuation allowance.

(b)

Past due loan amounts exclude purchased impaired loans, even if contractually past due (or if we do not expect to receive payment in full based on the original contractual terms), as we are currently accreting interest income over the expected life of the loans. Past due loan amounts include government insured or guaranteed Residential real estate mortgages totaling $.5 billion and $.6 billion and Education and other consumer loans totaling $.3 billion and $.4 billion at June 30, 2017 and December 31, 2016, respectively.

(c)

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.

(d)	Net of unearned income, net deferred loan fees, unamortized discounts & premiums and purchase discounts & premiums totaling $1.2 billion and $1.3 billion at June 30, 2017 and December 31, 2016, respectively.

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

At June 30, 2017, we pledged $22.1 billion of commercial loans to the Federal Reserve Bank (FRB) and $61.8 billion of residential real estate and other loans to the Federal Home Loan Bank (FHLB) as collateral for the contingent ability to borrow, if necessary. The comparable amounts at December 31, 2016 were $22.0 billion and $60.8 billion, respectively.

Table 35: Nonperforming Assets


Dollars in millions	June 30 2017			December 31 2016
Nonperforming loans
Total commercial lending	$	599		$	655
Total consumer lending (a)		1,358			1,489
Total nonperforming loans (b)		1,957			2,144
OREO, foreclosed and other assets		196			230
Total nonperforming assets	$	2,153		$	2,374
Nonperforming loans to total loans		.90	%		1.02	%
Nonperforming assets to total loans, OREO, foreclosed and other assets		.99	%		1.12	%
Nonperforming assets to total assets		.58	%		.65	%

(a)	Excludes most consumer loans and lines of credit, not secured by residential real estate, which are charged off after 120 to 180 days past due and are not placed on nonperforming status.

(b)	The recorded investment of loans collateralized by residential real estate property that are in process of foreclosure was $.4 billion at both June 30, 2017 and December 31, 2016, which included $.2 billion of loans that are government insured/guaranteed.

Nonperforming loans also 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 in our 2016 Form 10-K and the TDR section of this Note 3.

Total nonperforming loans in Table 35 include TDRs of $1.1 billion at both June 30, 2017 and December 31, 2016. TDRs that are performing, including consumer credit card TDR loans, totaled $1.1 billion at June 30, 2017 and December 31, 2016 and are excluded from nonperforming loans. Nonperforming TDRs are returned to accrual status and classified as performing after demonstrating a period of at least six months of consecutive performance under the restructured terms. 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 the TDRs section of this Note 3 for more information on TDRs.

Additional Asset Quality Indicators

We have two overall portfolio segments – Commercial Lending and Consumer Lending. Each of these two segments comprises multiple loan classes. Classes are characterized by similarities in initial measurement, risk attributes and the manner in which we monitor and assess credit risk. The Commercial Lending segment is composed of the commercial, commercial real estate and equipment lease financing loan classes. The Consumer Lending segment is composed of the home equity, residential real estate, credit card and other consumer loan classes.

Commercial Lending Asset Classes

The following table presents asset quality indicators for the Commercial Lending asset classes. See Note 3 Asset Quality in our 2016 Form 10-K for additional information related to our Commercial Lending asset classes, including discussion around the asset quality indicators that we use to monitor and manage the credit risk associated with each loan class.

Table 36: Commercial Lending Asset Quality Indicators (a)


			Criticized Commercial Loans
In millions	Pass Rated		Special Mention (b)		Substandard (c)		Doubtful (d)		Total Loans
June 30, 2017
Commercial	$	103,444	$	1,853	$	3,140	$	120	$	108,557
Commercial real estate		28,908		157		411		13		29,489
Equipment lease financing		7,542		84		91		2		7,719
Total commercial lending	$	139,894	$	2,094	$	3,642	$	135	$	145,765
December 31, 2016
Commercial	$	96,231	$	1,612	$	3,449	$	72	$	101,364
Commercial real estate		28,561		98		327		24		29,010
Equipment lease financing		7,395		89		91		6		7,581
Total commercial lending	$	132,187	$	1,799	$	3,867	$	102	$	137,955

(a)

Loans are classified as “Pass”, “Special Mention”, “Substandard” and “Doubtful” based on the Regulatory Classification definitions. We use PDs and LGDs to rate commercial loans and apply a split rating classification to certain loans meeting threshold criteria. By assigning a split classification, a loan’s exposure amount may be split into more than one classification category in this table.

(b)

Special Mention rated loans have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects at some future date. These loans do not expose us to sufficient risk to warrant a more adverse classification at the reporting date.

(continued on following page)

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

(continued from previous page)

(c)	Substandard rated loans have a well-defined weakness or weaknesses that jeopardize the collection or liquidation of debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

(d)	Doubtful rated loans possess all the inherent weaknesses of a Substandard loan with the additional characteristics that the weakness makes collection or liquidation in full improbable due to existing facts, conditions and values.

Consumer Lending Asset Classes

See Note 3 Asset Quality in our 2016 Form 10-K for additional information related to our Consumer Lending asset classes, including discussion around the asset quality indicators that we use to monitor and manage the credit risk associated with each loan class.

Home Equity and Residential Real Estate Loan Classes

The following table presents asset quality indicators for home equity and residential real estate balances, excluding consumer purchased impaired loans of $2.6 billion and $2.8 billion at June 30, 2017 and December 31, 2016, respectively, and government insured or guaranteed residential real estate mortgages of $.8 billion at both June 30, 2017 and December 31, 2016.

Table 37: Asset Quality Indicators for Home Equity and Residential Real Estate Loans – Excluding Purchased Impaired and Government Insured or Guaranteed Loans (a)


	Home Equity				Residential Real Estate
June 30, 2017 – in millions	1st Liens		2nd Liens		Residential Real Estate		Total
Current estimated LTV ratios
Greater than or equal to 125% and updated FICO scores:
Greater than 660	$	138	$	537	$	165	$	840
Less than or equal to 660 (b)		23		92		43		158
Missing FICO		1		8		2		11
Greater than or equal to 100% to less than 125% and updated FICO scores:
Greater than 660		345		1,049		309		1,703
Less than or equal to 660 (b)		60		182		92		334
Missing FICO		3		10		7		20
Greater than or equal to 90% to less than 100% and updated FICO scores:
Greater than 660		430		1,043		439		1,912
Less than or equal to 660		61		150		69		280
Missing FICO		2		7		8		17
Less than 90% and updated FICO scores:
Greater than 660		14,146		7,800		11,682		33,628
Less than or equal to 660		1,274		764		584		2,622
Missing FICO		42		53		275		370
Total home equity and residential real estate loans	$	16,525	$	11,695	$	13,675	$	41,895

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


December 31, 2016 – in millions	Home Equity				Residential Real Estate		Total
December 31, 2016 – in millions	1st Liens		2nd Liens		Residential Real Estate		Total
Current estimated LTV ratios
Greater than or equal to 125% and updated FICO scores:
Greater than 660	$	161	$	629	$	174	$	964
Less than or equal to 660 (b)		32		110		35		177
Missing FICO		1		9		2		12
Greater than or equal to 100% to less than 125% and updated FICO scores:
Greater than 660		394		1,190		345		1,929
Less than or equal to 660 (b)		66		211		76		353
Missing FICO		3		10		7		20
Greater than or equal to 90% to less than 100% and updated FICO scores:
Greater than 660		453		1,100		463		2,016
Less than or equal to 660		77		171		78		326
Missing FICO		1		8		6		15
Less than 90% and updated FICO scores:
Greater than 660		14,047		7,913		11,153		33,113
Less than or equal to 660		1,323		822		586		2,731
Missing FICO		42		55		102		199
Missing LTV and updated FICO scores:
Greater than 660						1		1
Total home equity and residential real estate loans	$	16,600	$	12,228	$	13,028	$	41,856

(a)	Amounts shown represent recorded investment.

(b)

Higher risk loans are defined as loans with both an updated FICO score of less than or equal to 660 and an updated LTV greater than or equal to 100%. The following states had the highest percentage of higher risk loans at June 30, 2017: New Jersey 16%, Pennsylvania 13%, Illinois 12%, Ohio 9%, Maryland 8%, Florida 6%, Michigan 5% and North Carolina 4%. The remainder of the states had lower than 4% of the higher risk loans individually, and collectively they represent approximately 27% of the higher risk loans. The following states had the highest percentage of higher risk loans at December 31, 2016: New Jersey 16%, Pennsylvania 14%, Illinois 12%, Ohio 10%, Florida 7%, Maryland 6%, Michigan 4% and North Carolina 4%. The remainder of the states had lower than 4% of the high risk loans individually, and collectively they represent approximately 27% of the higher risk loans.

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

Credit Card and Other Consumer Loan Classes

The following table presents asset quality indicators for the credit card and other consumer loan classes.

Table 38: Credit Card and Other Consumer Loan Classes Asset Quality Indicators


	Credit Card					Other Consumer (a)
Dollars in millions	Amount		% of Total Loans Using FICO Credit Metric			Amount		% of Total Loans Using FICO Credit Metric
June 30, 2017
FICO score greater than 719	$	3,162		60	%	$	10,255		64	%
650 to 719		1,455		28			4,076		26
620 to 649		221		4			587		4
Less than 620		235		5			647		4
No FICO score available or required (b)		138		3			371		2
Total loans using FICO credit metric		5,211		100	%		15,936		100	%
Consumer loans using other internal credit metrics (a)							5,854
Total loan balance	$	5,211				$	21,790
Weighted-average updated FICO score (b)				735					743
December 31, 2016
FICO score greater than 719	$	3,244		61	%	$	10,247		65	%
650 to 719		1,466		28			3,873		25
620 to 649		215		4			552		3
Less than 620		229		4			632		4
No FICO score available or required (b)		128		3			489		3
Total loans using FICO credit metric		5,282		100	%		15,793		100	%
Consumer loans using other internal credit metrics (a)							6,256
Total loan balance	$	5,282				$	22,049
Weighted-average updated FICO score (b)				736					744

(a)

We use updated FICO scores as an asset quality indicator for non-government guaranteed or insured education loans, automobile loans and other secured and unsecured lines and loans. We use internal credit metrics, such as delinquency status, geography or other factors, as an asset quality indicator for government guaranteed or insured education loans and consumer loans to high net worth individuals, as internal credit metrics are more relevant than FICO scores for these types of loans.

(b)

Credit card loans and other consumer 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 portfolio and, when necessary, takes actions to mitigate the credit risk. Weighted-average updated FICO score excludes accounts with no FICO score available or required.

Troubled Debt Restructurings (TDRs)

Table 39 quantifies the number of loans that were classified as TDRs as well as the change in the loans’ recorded investment as a result of becoming a TDR during the three and six months ended June 30, 2017 and June 30, 2016. Additionally, the table provides information about the types of TDR concessions. See Note 3 Asset Quality in our 2016 Form 10-K for additional discussion of TDRs.

Table 39: Financial Impact and TDRs by Concession Type (a)


			Pre-TDR Recorded Investment (b)		Post-TDR Recorded Investment (c)
During the three months ended June 30, 2017 Dollars in millions	Number of Loans		Pre-TDR Recorded Investment (b)		Principal Forgiveness	Rate Reduction		Other		Total
Total commercial lending		33	$	177				$	156	$	156
Total consumer lending		2,975		54		$	43		16		59
Total TDRs		3,008	$	231		$	43	$	172	$	215

During the three months ended June 30, 2016 Dollars in millions
Total commercial lending		30	$	204		$	42	$	141	$	183
Total consumer lending		2,670		57			38		16		54
Total TDRs		2,700	$	261		$	80	$	157	$	237

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


During the six months ended June 30, 2017 Dollars in millions	Number of Loans		Pre-TDR Recorded Investment (b)		Post-TDR Recorded Investment (c)
	Number of Loans		Pre-TDR Recorded Investment (b)		Principal Forgiveness		Rate Reduction		Other		Total
Total commercial lending		82	$	212	$	4	$	6	$	161	$	171
Total consumer lending		5,874		127				80		47		127
Total TDRs		5,956	$	339	$	4	$	86	$	208	$	298

During the six months ended June 30, 2016 Dollars in millions

Total commercial lending		72	$	372			$	52	$	283	$	335
Total consumer lending		5,635		125				82		36		118
Total TDRs		5,707	$	497			$	134	$	319	$	453

(a)	Impact of partial charge-offs at TDR date are included in this table.

(b)	Represents the recorded investment of the loans as of the quarter end prior to TDR designation, and excludes immaterial amounts of accrued interest receivable.

(c)	Represents the recorded investment of the TDRs as of the end of the quarter in which the TDR occurs, and excludes immaterial amounts of accrued interest receivable.

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 recorded investment of loans that were both (i) classified as TDRs or were subsequently modified during each 12-month period preceding January 1, 2017 and January 1, 2016, respectively, and (ii) subsequently defaulted during the three and six months ended June 30, 2017 totaled $42 million and $68 million, respectively. The comparable amounts for the three months and six months ended June 30, 2016 totaled $38 million and $59 million, respectively.

Impaired Loans

Impaired loans include commercial and consumer nonperforming loans and TDRs, regardless of nonperforming status. TDRs that were previously recorded at amortized cost and are now classified and accounted for as held for sale are also included. Excluded from impaired loans are nonperforming leases, loans accounted for as held for sale other than the TDRs described in the preceding sentence, loans accounted for under the fair value option, smaller balance homogeneous type loans and purchased impaired loans. We did not recognize any interest income on impaired loans that have not returned to performing status, while they were impaired during the six months ended June 30, 2017 and June 30, 2016. The following table provides further detail on impaired loans individually evaluated for impairment and the associated ALLL. Certain commercial and consumer impaired loans do not have a related ALLL as the valuation of these impaired loans exceeded the recorded investment.

Table 40: Impaired Loans


In millions	Unpaid Principal Balance		Recorded Investment		Associated Allowance		Average Recorded Investment (a)
June 30, 2017
Impaired loans with an associated allowance
Total commercial lending	$	981	$	503	$	111	$	451
Total consumer lending		1,054		1,001		194		1,120
Total impaired loans with an associated allowance	$	2,035	$	1,504	$	305	$	1,571
Impaired loans without an associated allowance
Total commercial lending	$	388	$	288			$	318
Total consumer lending		1,114		717				637
Total impaired loans without an associated allowance	$	1,502	$	1,005			$	955
Total impaired loans	$	3,537	$	2,509	$	305	$	2,526
December 31, 2016
Impaired loans with an associated allowance
Total commercial lending	$	742	$	477	$	105	$	497
Total consumer lending		1,237		1,185		226		1,255
Total impaired loans with an associated allowance	$	1,979	$	1,662	$	331	$	1,752
Impaired loans without an associated allowance
Total commercial lending	$	447	$	322			$	365
Total consumer lending		982		608				604
Total impaired loans without an associated allowance	$	1,429	$	930			$	969
Total impaired loans	$	3,408	$	2,592	$	331	$	2,721

(a)	Average recorded investment is for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively.

The PNC Financial Services Group, Inc. – Form 10-Q 51

N OTE 4 A LLOWANCE FOR L OAN AND L EASE L OSSES

We maintain the ALLL at levels that we believe to be appropriate to absorb estimated probable credit losses incurred in the portfolios as of the balance sheet date. We use the two main portfolio segments – Commercial Lending and Consumer Lending, and develop and document the ALLL under separate methodologies for each of these portfolio segments. See Note 1 Accounting Policies in our 2016 Form 10-K for a description of the accounting policies for ALLL. A rollforward of the ALLL and associated loan data follows.

Table 41: Rollforward of Allowance for Loan and Lease Losses and Associated Loan Data


In millions	Commercial Lending			Consumer Lending			Total
June 30, 2017
Allowance for Loan and Lease Losses
January 1	$	1,534		$	1,055		$	2,589
Charge-offs		(106	)		(286	)		(392	)
Recoveries		61			103			164
Net charge-offs		(45	)		(183	)		(228	)
Provision for credit losses		107			79			186
Net change in allowance for unfunded loan commitments and letters of credit		(1	)		(2	)		(3	)
Other		1			16			17
June 30	$	1,596		$	965		$	2,561
TDRs individually evaluated for impairment	$	50		$	194		$	244
Other loans individually evaluated for impairment		61						61
Loans collectively evaluated for impairment		1,460			488			1,948
Purchased impaired loans		25			283			308
June 30	$	1,596		$	965		$	2,561
Loan Portfolio
TDRs individually evaluated for impairment	$	488		$	1,718		$	2,206
Other loans individually evaluated for impairment		303						303
Loans collectively evaluated for impairment		144,896			67,119			212,015
Fair value option loans (a)					819			819
Purchased impaired loans		78			2,613			2,691
June 30	$	145,765		$	72,269		$	218,034
Portfolio segment ALLL as a percentage of total ALLL		62	%		38	%		100	%
Ratio of the allowance for loan and lease losses to total loans		1.09	%		1.34	%		1.17	%
June 30, 2016
Allowance for Loan and Lease Losses
January 1	$	1,605		$	1,122		$	2,727
Charge-offs		(187	)		(262	)		(449	)
Recoveries		88			78			166
Net charge-offs		(99	)		(184	)		(283	)
Provision for credit losses		153			126			279
Net change in allowance for unfunded loan commitments and letters of credit		(41	)		(1	)		(42	)
Other					4			4
June 30	$	1,618		$	1,067		$	2,685
TDRs individually evaluated for impairment	$	103		$	254		$	357
Other loans individually evaluated for impairment		64						64
Loans collectively evaluated for impairment		1,407			532			1,939
Purchased impaired loans		44			281			325
June 30	$	1,618		$	1,067		$	2,685
Loan Portfolio
TDRs individually evaluated for impairment	$	588		$	1,860		$	2,448
Other loans individually evaluated for impairment		372						372
Loans collectively evaluated for impairment		135,924			66,225			202,149
Fair value option loans (a)					851			851
Purchased impaired loans		138			3,098			3,236
June 30	$	137,022		$	72,034		$	209,056
Portfolio segment ALLL as a percentage of total ALLL		60	%		40	%		100	%
Ratio of the allowance for loan and lease losses to total loans		1.18	%		1.48	%		1.28	%

(a)	Loans accounted for under the fair value option are not evaluated for impairment as these loans are accounted for at fair value. Accordingly, there is no allowance recorded on these loans.

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

N OTE 5 I NVESTMENT S ECURITIES

Table 42: Investment Securities Summary


In millions	Amortized Cost		Unrealized					Fair Value
In millions	Amortized Cost		Gains		Losses			Fair Value
June 30, 2017
Securities Available for Sale
Debt securities
U.S. Treasury and government agencies	$	13,035	$	194	$	(44	)	$	13,185
Residential mortgage-backed
Agency		26,399		167		(219	)		26,347
Non-agency		2,825		273		(30	)		3,068
Commercial mortgage-backed
Agency		1,886		5		(28	)		1,863
Non-agency		3,214		29		(11	)		3,232
Asset-backed		5,926		68		(7	)		5,987
Other debt		4,579		141		(13	)		4,707
Total debt securities		57,864		877		(352	)		58,389
Corporate stocks and other		491				(2	)		489
Total securities available for sale	$	58,355	$	877	$	(354	)	$	58,878
Securities Held to Maturity
Debt securities
U.S. Treasury and government agencies	$	535	$	41	$	(11	)	$	565
Residential mortgage-backed
Agency		13,123		89		(131	)		13,081
Non-agency		179		7					186
Commercial mortgage-backed
Agency		797		16					813
Non-agency		554		12					566
Asset-backed		361		1					362
Other debt		2,004		109		(17	)		2,096
Total securities held to maturity	$	17,553	$	275	$	(159	)	$	17,669
December 31, 2016
Securities Available for Sale
Debt securities
U.S. Treasury and government agencies	$	13,100	$	151	$	(77	)	$	13,174
Residential mortgage-backed
Agency		26,245		170		(287	)		26,128
Non-agency		3,191		227		(52	)		3,366
Commercial mortgage-backed
Agency		2,150		3		(34	)		2,119
Non-agency		4,023		29		(27	)		4,025
Asset-backed		5,938		52		(22	)		5,968
Other debt		4,656		104		(37	)		4,723
Total debt securities		59,303		736		(536	)		59,503
Corporate stocks and other		603				(2	)		601
Total securities available for sale	$	59,906	$	736	$	(538	)	$	60,104
Securities Held to Maturity
Debt securities
U.S. Treasury and government agencies	$	527	$	35	$	(22	)	$	540
Residential mortgage-backed
Agency		11,074		68		(161	)		10,981
Non-agency		191		7					198
Commercial mortgage-backed
Agency		903		24					927
Non-agency		567		10					577
Asset-backed		558				(2	)		556
Other debt		2,023		76		(12	)		2,087
Total securities held to maturity	$	15,843	$	220	$	(197	)	$	15,866

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

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. Net unrealized gains and losses in the securities available for sale portfolio are included in Shareholders’ equity as Accumulated other comprehensive income or loss, net of tax, unless credit-related. Securities held to maturity are carried at amortized cost. At June 30, 2017, Accumulated other comprehensive income included pretax gains of $61 million from derivatives that hedged the purchase of investment securities classified as held to maturity. The gains will be accreted into interest income as an adjustment of yield on the securities.

Table 43 presents gross unrealized losses and fair value of debt securities at June 30, 2017 and December 31, 2016. The securities are segregated between investments that have 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. The table includes debt securities where a portion of OTTI has been recognized in Accumulated other comprehensive income (loss).

Table 43: Gross Unrealized Loss and Fair Value of Debt Securities


	Unrealized loss position less than 12 months					Unrealized loss position 12 months or more					Total
In millions	Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value
June 30, 2017
Securities Available for Sale
Debt securities
U.S. Treasury and government agencies	$	(35	)	$	2,125	$	(9	)	$	872	$	(44	)	$	2,997
Residential mortgage-backed
Agency		(201	)		14,681		(18	)		737		(219	)		15,418
Non-agency		(1	)		112		(29	)		554		(30	)		666
Commercial mortgage-backed
Agency		(27	)		1,549		(1	)		35		(28	)		1,584
Non-agency		(10	)		731		(1	)		262		(11	)		993
Asset-backed		(2	)		1,054		(5	)		408		(7	)		1,462
Other debt		(11	)		1,002		(2	)		234		(13	)		1,236
Total debt securities available for sale	$	(287	)	$	21,254	$	(65	)	$	3,102	$	(352	)	$	24,356
Securities Held to Maturity
Debt securities
U.S. Treasury and government agencies	$	(11	)	$	251						$	(11	)	$	251
Residential mortgage-backed
Agency		(125	)		7,617	$	(6	)	$	144		(131	)		7,761
Commercial mortgage-backed
Agency		(a	)		55		(a	)		2		(a	)		57
Asset-backed							(a	)		7		(a	)		7
Other debt		(17	)		133		(a	)		1		(17	)		134
Total debt securities held to maturity	$	(153	)	$	8,056	$	(6	)	$	154	$	(159	)	$	8,210
December 31, 2016
Securities Available for Sale
Debt securities
U.S. Treasury and government agencies	$	(57	)	$	3,108	$	(20	)	$	2,028	$	(77	)	$	5,136
Residential mortgage-backed
Agency		(267	)		16,942		(20	)		922		(287	)		17,864
Non-agency		(1	)		109		(51	)		1,119		(52	)		1,228
Commercial mortgage-backed
Agency		(33	)		1,577		(1	)		86		(34	)		1,663
Non-agency		(14	)		880		(13	)		987		(27	)		1,867
Asset-backed		(5	)		1,317		(17	)		902		(22	)		2,219
Other debt		(33	)		1,827		(4	)		243		(37	)		2,070
Total debt securities available for sale	$	(410	)	$	25,760	$	(126	)	$	6,287	$	(536	)	$	32,047
Securities Held to Maturity
Debt securities
U.S. Treasury and government agencies	$	(22	)	$	238						$	(22	)	$	238
Residential mortgage-backed
Agency		(153	)		8,041	$	(8	)	$	161		(161	)		8,202
Asset-backed							(2	)		451		(2	)		451
Other debt		(12	)		146		(a	)		1		(12	)		147
Total debt securities held to maturity	$	(187	)	$	8,425	$	(10	)	$	613	$	(197	)	$	9,038

(a)	The unrealized loss on these securities was less than $.5 million.

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

Evaluating Investment Securities for Other-than-Temporary Impairments

For the securities in Table 43, as of June 30, 2017 we do not intend to sell and believe we will not be required to sell the securities prior to recovery of the amortized cost basis.

On at least a quarterly basis, we review all debt securities that are in an unrealized loss position for OTTI, as discussed in Note 1 Accounting Policies of the 2016 Form 10-K. For those securities on our balance sheet at June 30, 2017, where during our quarterly security-level impairment assessments we determined losses represented OTTI, we have recorded cumulative credit losses of $1.1 billion in earnings and accordingly have reduced the amortized cost of our securities.

The majority of these cumulative impairment charges related to non-agency residential mortgage-backed and asset-backed securities rated BB or lower. During 2017 and 2016, the OTTI credit losses recognized in noninterest income and the OTTI noncredit losses recognized in accumulated other comprehensive income (loss), net of tax, on securities were not significant.

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

Table 44: Gains (Losses) on Sales of Securities Available for Sale


Six months ended June 30 In millions	Proceeds		Gross Gains		Gross Losses			Net Gains		Tax Expense
2017	$	3,526	$	29	$	(18	)	$	11	$	4
2016	$	2,093	$	14	$	(1	)	$	13	$	5

The following table presents, by remaining contractual maturity, the amortized cost, fair value and weighted-average yield of debt securities at June 30, 2017.

Table 45: Contractual Maturity of Debt Securities


June 30, 2017 Dollars in millions	1 Year or Less			After 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	$	156		$	6,484		$	5,008		$	1,387		$	13,035
Residential mortgage-backed
Agency		1			68			556			25,774			26,399
Non-agency		1									2,824			2,825
Commercial mortgage-backed
Agency		77			195			697			917			1,886
Non-agency		2			99			108			3,005			3,214
Asset-backed		34			2,113			2,046			1,733			5,926
Other debt		532			2,172			569			1,306			4,579
Total debt securities available for sale	$	803		$	11,131		$	8,984		$	36,946		$	57,864
Fair value	$	807		$	11,198		$	9,050		$	37,334		$	58,389
Weighted-average yield, GAAP basis		2.86	%		2.15	%		2.18	%		2.92	%		2.66	%
Securities Held to Maturity
U.S. Treasury and government agencies							$	177		$	358		$	535
Residential mortgage-backed
Agency				$	46			387			12,690			13,123
Non-agency											179			179
Commercial mortgage-backed
Agency	$	153			586			4			54			797
Non-agency											554			554
Asset-backed								265			96			361
Other debt		15			233			944			812			2,004
Total debt securities held to maturity	$	168		$	865		$	1,777		$	14,743		$	17,553
Fair value	$	168		$	889		$	1,859		$	14,753		$	17,669
Weighted-average yield, GAAP basis		3.53	%		3.60	%		3.50	%		3.20	%		3.25	%

The PNC Financial Services Group, Inc. – Form 10-Q 55

Weighted-average yields are based on historical cost with effective yields weighted for the contractual maturity of each security. At June 30, 2017, there were no securities of a single issuer, other than FNMA, that exceeded 10% of Total shareholders’ equity. The FNMA investments had a total amortized cost of $30.6 billion and fair value of $30.5 billion.

The following table presents the fair value of securities that have been either pledged to or accepted from others to collateralize outstanding borrowings.

Table 46: Fair Value of Securities Pledged and Accepted as Collateral


In millions	June 30 2017		December 31 2016
Pledged to others	$	8,822	$	9,493
Accepted from others:
Permitted by contract or custom to sell or repledge	$	1,321	$	912
Permitted amount repledged to others	$	1,224	$	799

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.

N OTE 6 F AIR V ALUE

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, 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 6 Fair Value in our 2016 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 6 Fair Value in our 2016 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.

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

Table 47: Fair Value Measurements – Recurring Basis Summary


	June 30, 2017								December 31, 2016
In millions	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Assets
Residential mortgage loans held for sale			$	845	$	5	$	850			$	1,008	$	2	$	1,010
Commercial mortgage loans held for sale						982		982						1,400		1,400
Securities available for sale
U.S. Treasury and government agencies	$	12,588		597				13,185	$	12,572		602				13,174
Residential mortgage-backed
Agency				26,347				26,347				26,128				26,128
Non-agency				104		2,964		3,068				112		3,254		3,366
Commercial mortgage-backed
Agency				1,863				1,863				2,119				2,119
Non-agency				3,232				3,232				4,025				4,025
Asset-backed				5,626		361		5,987				5,565		403		5,968
Other debt				4,629		78		4,707				4,657		66		4,723
Total debt securities		12,588		42,398		3,403		58,389		12,572		43,208		3,723		59,503
Corporate stocks and other		428		61				489		541		60				601
Total securities available for sale		13,016		42,459		3,403		58,878		13,113		43,268		3,723		60,104
Loans				529		290		819				558		335		893
Equity investments (a)						987		1,259						1,331		1,381
Residential mortgage servicing rights						1,249		1,249						1,182		1,182
Commercial mortgage servicing rights						618		618						576		576
Trading securities (b)		1,067		2,018		2		3,087		1,458		1,169		2		2,629
Financial derivatives (b) (c)		4		3,230		22		3,256		10		4,566		40		4,616
Other		272		273		89		634		266		312		239		817
Total assets	$	14,359	$	49,354	$	7,647	$	71,632	$	14,847	$	50,881	$	8,830	$	74,608
Liabilities
Other borrowed funds	$	1,170	$	227	$	8	$	1,405	$	799	$	161	$	10	$	970
Financial derivatives (c) (d)		2		2,445		248		2,695		1		3,424		414		3,839
Other liabilities						33		33						9		9
Total liabilities	$	1,172	$	2,672	$	289	$	4,133	$	800	$	3,585	$	433	$	4,818

(a)

Certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the Consolidated Balance Sheet.

(b)	Included in Other assets on the Consolidated Balance Sheet.

(c)

Amounts at June 30, 2017 and December 31, 2016, 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 9 Financial Derivatives for additional information related to derivative offsetting.

(d)	Included in Other liabilities on the Consolidated Balance Sheet.

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

Reconciliations of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the three and six months ended June 30, 2017 and 2016 follow:

Table 48: Reconciliation of Level 3 Assets and Liabilities

Three Months Ended June 30, 2017


			Total realized / unrealized gains or losses for the period (a)																						Unrealized gains / losses on assets and liabilities held on Consolidated Balance Sheet at June 30, 2017 (a) (b)
Level 3 Instruments Only In millions	Fair Value Mar. 31, 2017		Included in Earnings			Included in Other comprehensive income		Purchases		Sales			Issuances		Settlements			Transfers into Level 3		Transfers out of Level 3			Fair Value June 30, 2017
Assets
Residential mortgage loans held for sale	$	4						$	4	$	(1	)						$	3	$	(5	)	$	5
Commercial mortgage loans held for sale		581	$	28							(743	)	$	1,144	$	(28	)							982
Securities available for sale
Residential mortgage-backed non-agency		3,096		24		$	51									(207	)							2,964
Commercial mortgage-backed non-agency				12							(12	)
Asset-backed		366		4			11									(20	)							361
Other debt		75					3		1							(1	)							78
Total securities available for sale		3,537		40			65		1		(12	)				(228	)							3,403
Loans		323		(6	)				18		(15	)				(18	)		4		(16	)		290	$	(8	)
Equity investments		1,106		61					44		(224	)												987		22
Residential mortgage servicing rights		1,261		(48	)				71					11		(46	)							1,249		(42	)
Commercial mortgage servicing rights		606		1					21					17		(27	)							618
Trading securities		2																						2
Financial derivatives		24		18					2							(22	)							22		16
Other assets		82		7																				89		8
Total assets	$	7,526	$	101		$	65	$	161	$	(995	)	$	1,172	$	(369	)	$	7	$	(21	)	$	7,647	$	(4	)
Liabilities
Other borrowed funds	$	7											$	16	$	(15	)						$	8
Financial derivatives		254	$	9												(15	)							248	$	12
Other liabilities		31		3										72		(73	)							33		3
Total liabilities	$	292	$	12									$	88	$	(103	)						$	289	$	15
Net gains (losses)			$	89	(c)																				$	(19	) (d)

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

Three Months Ended June 30, 2016


			Total realized / unrealized gains or losses for the period (a)																							Unrealized gains / losses on assets and liabilities held on Consolidated Balance Sheet at June 30, 2016 (a) (b)
Level 3 Instruments Only In millions	Fair Value Mar. 31, 2016		Included in Earnings			Included in Other comprehensive income		Purchases		Sales			Issuances		Settlements			Transfers into Level 3			Transfers out of Level 3			Fair Value June 30, 2016
Assets
Residential mortgage loans held for sale	$	4						$	3									$	3		$	(4	)	$	6
Commercial mortgage loans held for sale		655	$	21						$	(805	)	$	1,129	$	(19	)								981	$	12
Securities available for sale
Residential mortgage-backed non-agency		3,810		11		$	17				(60	)				(221	)								3,557
Asset-backed		451		3			4									(22	)								436
Other debt		44					1		7		(2	)				(2	)								48
Total securities available for sale		4,305		14			22		7		(62	)				(245	)								4,041
Loans		329		1					22		(6	)				(17	)					(12	)		317		1
Equity investments		1,156		15					95		(146	)							233	(e)					1,353		13
Residential mortgage servicing rights		863		(113	)				53					12		(41	)								774		(113	)
Commercial mortgage servicing rights		460		(9	)				6					14		(23	)								448		(9	)
Trading securities		2																							2
Financial derivatives		41		35					1							(26	)								51		32
Other		214		1																					215		1
Total assets	$	8,029	$	(35	)	$	22	$	187	$	(1,019	)	$	1,155	$	(371	)	$	236		$	(16	)	$	8,188	$	(63	)
Liabilities
Other borrowed funds	$	8											$	17	$	(17	)							$	8
Financial derivatives		333	$	62						$	1					(11	)								385	$	65
Other liabilities		14		1										34		(36	)								13
Total liabilities	$	355	$	63						$	1		$	51	$	(64	)							$	406	$	65
Net gains (losses)			$	(98	) (c)																					$	(128	) (d)

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

Six Months Ended June 30, 2017


			Total realized / unrealized gains or losses for the period (a)																						Unrealized gains / losses on assets and liabilities held on Consolidated Balance Sheet at June 30, 2017 (a) (b)
Level 3 Instruments Only In millions	Fair Value Dec. 31, 2016		Included in Earnings			Included in Other comprehensive income		Purchases		Sales			Issuances		Settlements			Transfers into Level 3		Transfers out of Level 3			Fair Value June 30, 2017
Assets
Residential mortgage loans held for sale	$	2						$	6	$	(1	)						$	5	$	(7	)	$	5
Commercial mortgage loans held for sale		1,400	$	37							(2,360	)	$	1,945	$	(40	)							982
Securities available for sale
Residential mortgage-backed non-agency		3,254		50		$	69									(409	)							2,964	$	(1	)
Commercial mortgage-backed non-agency				12							(12	)
Asset-backed		403		8			15				(25	)				(40	)							361
Other debt		66					12		2		(1	)				(1	)							78
Total securities available for sale		3,723		70			96		2		(38	)				(450	)							3,403		(1	)
Loans		335		(5	)				40		(19	)				(37	)		6		(30	)		290		(7	)
Equity investments		1,331		157					81		(399	)									(183	) (e)		987		88
Residential mortgage servicing rights		1,182		(30	)				154					28		(85	)							1,249		(29	)
Commercial mortgage servicing rights		576		14					34					46		(52	)							618
Trading securities		2																						2
Financial derivatives		40		17					2							(37	)							22		35
Other assets		239		5												(155	)							89		6
Total assets	$	8,830	$	265		$	96	$	319	$	(2,817	)	$	2,019	$	(856	)	$	11	$	(220	)	$	7,647	$	92
Liabilities
Other borrowed funds	$	10											$	35	$	(37	)						$	8
Financial derivatives		414	$	18						$	2					(186	)							248	$	34
Other liabilities		9		19										149		(144	)							33		19
Total liabilities	$	433	$	37						$	2		$	184	$	(367	)						$	289	$	53
Net gains (losses)			$	228	(c)																				$	39	(d)

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

Six Months Ended June 30, 2016


			Total realized / unrealized gains or losses for the period (a)																								Unrealized gains / losses on assets and liabilities held on Consolidated Balance Sheet at June 30, 2016 (a) (b)
Level 3 Instruments Only In millions	Fair Value Dec. 31, 2015		Included in Earnings			Included in Other comprehensive income			Purchases		Sales			Issuances		Settlements			Transfers into Level 3			Transfers out of Level 3			Fair Value June 30, 2016
Assets
Residential mortgage loans held for sale	$	5							$	6	$	(1	)						$	5		$	(9	)	$	6
Commercial mortgage loans held for sale		641	$	37								(1,454	)	$	1,776	$	(19	)								981	$	13
Securities available for sale
Residential mortgage-backed non-agency		4,008		33		$	(28	)				(60	)				(396	)								3,557		(1	)
Asset-backed		482		6			(8	)									(44	)								436
Other debt		45								9		(4	)				(2	)								48
Total securities available for sale		4,535		39			(36	)		9		(64	)				(442	)								4,041		(1	)
Loans		340		3						55		(14	)				(42	)					(25	)		317		2
Equity investments		1,098		66						118		(162	)							233	(e)					1,353		63
Residential mortgage servicing rights		1,063		(339	)					105					23		(78	)								774		(336	)
Commercial mortgage servicing rights		526		(64	)					9					23		(46	)								448		(64	)
Trading securities		3															(1	)								2
Financial derivatives		31		69						1							(50	)								51		65
Other assets		364		(8	)		(2	)				(1	)				(138	)								215		(10	)
Total assets	$	8,606	$	(197	)	$	(38	)	$	303	$	(1,696	)	$	1,822	$	(816	)	$	238		$	(34	)	$	8,188	$	(268	)
Liabilities
Other borrowed funds	$	12												$	40	$	(44	)							$	8
Financial derivatives		473	$	69							$	3					(160	)								385	$	69
Other liabilities		10		1											72		(70	)								13
Total liabilities	$	495	$	70							$	3		$	112	$	(274	)							$	406	$	69
Net gains (losses)			$	(267	) (c)																						$	(337	) (d)

(a)	Losses for assets are bracketed while losses for liabilities are not.

(b)	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.

(c)

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.

(d)	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.

(e)	Reflects transfers into and out of Level 3 associated with changes in valuation methodology for certain equity investments subject to the Volcker Rule provisions of the Dodd-Frank Act.

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. Our policy is to recognize transfers in and transfers out as of the end of the reporting period.

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

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

Table 49: Fair Value Measurements – Recurring Quantitative Information

June 30, 2017


Level 3 Instruments Only Dollars in millions	Fair Value			Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
Commercial mortgage loans held for sale	$	982		Discounted cash flow	Spread over the benchmark curve (a) Estimated servicing cash flows	46bps - 50,685bps (820bps) 0.0% - 4.2% (1.1%)
Residential mortgage-backed non-agency securities		2,964		Priced by a third-party vendor using a discounted cash flow	Constant prepayment rate (CPR) Constant default rate (CDR)	1.0% - 24.7% (8.0%) 0.0% - 16.7% (5.2%)
				pricing model	Loss severity	20.0% - 96.7% (53.3%)
					Spread over the benchmark curve (a)	201bps weighted average
Asset-backed securities		361		Priced by a third-party vendor	Constant prepayment rate (CPR)	1.0% - 18.0% (6.9%)
				using a discounted cash flow	Constant default rate (CDR)	2.0% - 13.9% (6.4%)
				pricing model	Loss severity	24.2% - 100.0% (75.3%)
					Spread over the benchmark curve (a)	203bps weighted average
Loans		116		Consensus pricing (b)	Cumulative default rate	11.0% - 100.0% (85.7%)
					Loss severity	0.0% - 100.0% (21.0%)
					Discount rate	4.9% - 7.5% (5.2%)
		105		Discounted cash flow	Loss severity	8.0% weighted average
					Discount rate	4.5% weighted average
		69		Consensus pricing (b)	Credit and Liquidity discount	0.0% - 99.0% (59.8%)
Equity investments		987		Multiple of adjusted earnings	Multiple of earnings	4.5x - 12.0x (7.8x)
Residential mortgage servicing rights		1,249		Discounted cash flow	Constant prepayment rate (CPR)	0.0% - 41.8% (10.0%)
					Spread over the benchmark curve (a)	326bps - 1,898bps (845bps)
Commercial mortgage servicing rights		618		Discounted cash flow	Constant prepayment rate (CPR) Discount rate	7.3% - 13.9% (8.1%) 6.3% - 7.7% (7.6%)
Financial derivatives - Swaps related to sales of certain Visa Class B common shares		(154	)	Discounted cash flow	Estimated conversion factor of Class B shares into Class A shares Estimated growth rate of Visa	164.4% weighted average
					Class A share price	14.0%
					Estimated length of litigation
					resolution date	Q2 2019
Insignificant Level 3 assets, net of liabilities (c)		61

Total Level 3 assets, net of liabilities (d)	$	7,358

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

December 31, 2016


Level 3 Instruments Only Dollars in millions	Fair Value			Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
Commercial mortgage loans held for sale	$	1,400		Discounted cash flow	Spread over the benchmark curve (a) Estimated servicing cash flows	42bps - 1,725bps (362bps) 0.0% - 7.3% (1.5%)
Residential mortgage-backed non-agency securities		3,254		Priced by a third-party vendor using a discounted cash flow	Constant prepayment rate (CPR) Constant default rate (CDR)	1.0% - 24.2% (7.2%) 0.0% - 16.7% (5.3%)
				pricing model	Loss severity	10.0% - 98.5% (53.5%)
					Spread over the benchmark curve (a)	236bps weighted average
Asset-backed securities		403		Priced by a third-party vendor	Constant prepayment rate (CPR)	1.0% - 16.0% (6.4%)
				using a discounted cash flow	Constant default rate (CDR)	2.0% - 13.9% (6.6%)
				pricing model	Loss severity	24.2% - 100.0% (77.3%)
					Spread over the benchmark curve (a)	278bps weighted average
Loans		141		Consensus pricing (b)	Cumulative default rate	11.0% - 100.0% (86.9%)
					Loss severity	0.0% - 100.0% (22.9%)
					Discount rate	4.7% - 6.7% (5.1%)
		116		Discounted cash flow	Loss severity	8.0% weighted average
					Discount rate	4.2% weighted average
		78		Consensus pricing (b)	Credit and Liquidity discount	0.0% - 99.0% (57.9%)
Equity investments		1,331		Multiple of adjusted earnings	Multiple of earnings	4.5x - 12.0x (7.8x)
				Consensus pricing (b)	Liquidity discount	0.0% - 40.0%
Residential mortgage servicing rights		1,182		Discounted cash flow	Constant prepayment rate (CPR)	0.0% - 36.0% (9.4%)
					Spread over the benchmark curve (a)	341bps - 1,913bps (850bps)
Commercial mortgage servicing rights		576		Discounted cash flow	Constant prepayment rate (CPR)	7.5% - 43.4% (8.6%)
					Discount rate	3.5% - 7.6% (7.5%)
Other assets – BlackRock Series C Preferred Stock		232		Consensus pricing (b)	Liquidity discount	15.0% - 25.0% (20.0%)
Financial derivatives - BlackRock LTIP		(232	)	Consensus pricing (b)	Liquidity discount	15.0% - 25.0% (20.0%)
Financial derivatives - Swaps related to sales of certain Visa Class B common shares		(164	)	Discounted cash flow	Estimated conversion factor of Class B shares into Class A shares Estimated growth rate of Visa Class	164.4% weighted average
					A share price	14.0%
					Estimated length of litigation
					resolution date	Q2 2019
Insignificant Level 3 assets, net of liabilities (c)		80

Total Level 3 assets, net of liabilities (d)	$	8,397

(a)	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.

(b)	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.

(c)

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, state and municipal and other debt securities, residential mortgage loans held for sale, other assets, other borrowed funds and other liabilities.

(d)	Consisted of total Level 3 assets of $7.6 billion and total Level 3 liabilities of $.3 billion as of June 30, 2017 and $8.8 billion and $.4 billion as of December 31, 2016, respectively.

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

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 50 and Table 51. For more information regarding the valuation methodologies of our financial assets measured at fair value on a nonrecurring basis, see Note 6 Fair Value in our 2016 Form 10-K.

Table 50: Fair Value Measurements – Nonrecurring


	Fair Value (a)				Gains (Losses) Three months ended						Gains (Losses) Six months ended
In millions	June 30 2017		December 31 2016		June 30 2017			June 30 2016			June 30 2017			June 30 2016
Assets
Nonaccrual loans	$	185	$	187	$	(23	)	$	(51	)	$	(23	)	$	(58	)
OREO and foreclosed assets		70		107		(5	)		(6	)		(8	)		(12	)
Insignificant assets		26		19		(5	)		(1	)		(8	)		(4	)
Total assets	$	281	$	313	$	(33	)	$	(58	)	$	(39	)	$	(74	)

(a)	All Level 3 as of June 30, 2017 and December 31, 2016.

Quantitative information about the significant unobservable inputs within Level 3 nonrecurring assets follows.

Table 51: Fair Value Measurements – Nonrecurring Quantitative Information


Level 3 Instruments Only Dollars in millions	Fair Value		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
June 30, 2017
Assets
Nonaccrual loans	$	60	LGD percentage	Loss severity	15.2% - 60.2% (32.0%)
		125	Fair value of property or collateral	Appraised value/sales price	Not meaningful
OREO and foreclosed assets		70	Fair value of property or collateral	Appraised value/sales price	Not meaningful
Insignificant assets		26

Total assets	$	281
December 31, 2016
Assets
Nonaccrual loans	$	112	LGD percentage	Loss severity	6.0% - 77.1% (31.3%)
		75	Fair value of property or collateral	Appraised value/sales price	Not meaningful
OREO and foreclosed assets		107	Fair value of property or collateral	Appraised value/sales price	Not meaningful
Insignificant assets		19

Total assets	$	313

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, please refer to Note 6 Fair Value in our 2016 Form 10-K.

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

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

Table 52: Fair Value Option – Fair Value and Principal Balances


In millions	Fair Value		Aggregate Unpaid Principal Balance		Difference
June 30, 2017
Assets
Residential mortgage loans held for sale
Performing loans	$	837	$	805	$	32
Accruing loans 90 days or more past due		4		4
Nonaccrual loans		9		11		(2	)
Total		850		820		30
Commercial mortgage loans held for sale (a)
Performing loans		980		1,012		(32	)
Nonaccrual loans		2		3		(1	)
Total		982		1,015		(33	)
Residential mortgage loans
Performing loans		259		293		(34	)
Accruing loans 90 days or more past due		356		366		(10	)
Nonaccrual loans		204		330		(126	)
Total		819		989		(170	)
Other assets		237		232		5
Liabilities
Other borrowed funds	$	56	$	57	$	(1	)
December 31, 2016
Assets
Residential mortgage loans held for sale
Performing loans	$	1,000	$	988	$	12
Accruing loans 90 days or more past due		4		4
Nonaccrual loans		6		6
Total		1,010		998		12
Commercial mortgage loans held for sale (a)
Performing loans		1,395		1,412		(17	)
Nonaccrual loans		5		9		(4	)
Total		1,400		1,421		(21	)
Residential mortgage loans
Performing loans		247		289		(42	)
Accruing loans 90 days or more past due		427		428		(1	)
Nonaccrual loans		219		346		(127	)
Total		893		1,063		(170	)
Other assets		293		288		5
Liabilities
Other borrowed funds	$	81	$	82	$	(1	)

(a)	There were no accruing loans 90 days or more past due within this category at June 30, 2017 or December 31, 2016.

The changes in fair value for items for which we elected the fair value option and are included in Noninterest income and Noninterest expense on the Consolidated Income Statement are as follows.

Table 53: Fair Value Option – Changes in Fair Value (a)


	Gains (Losses) Three months ended						Gains (Losses) Six months ended
In millions	June 30 2017			June 30 2016			June 30 2017			June 30 2016
Assets
Residential mortgage loans held for sale	$	32		$	59		$	62		$	106
Commercial mortgage loans held for sale	$	25		$	22		$	43		$	49
Residential mortgage loans	$	7		$	11		$	11		$	17
Other assets	$	13		$	(3	)	$	20		$	(30	)
Liabilities
Other liabilities	$	(3	)				$	(19	)

(a)	The impact on earnings of offsetting hedged items or hedging instruments is not reflected in these amounts.

The PNC Financial Services Group, Inc. – Form 10-Q 65

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 the consolidated balance sheet at fair value as of June 30, 2017 and December 31, 2016.

Table 54: Additional Fair Value Information Related to Other Financial Instruments


	Carrying		Fair Value
In millions	Amount		Total		Level 1		Level 2		Level 3
June 30, 2017
Assets
Cash and due from banks	$	5,039	$	5,039	$	5,039
Interest-earning deposits with banks		22,482		22,482			$	22,482
Securities held to maturity		17,553		17,669		565		16,961	$	143
Net loans (excludes leases)		206,935		209,414						209,414
Other assets		5,426		5,967				5,287		680

Total assets	$	257,435	$	260,571	$	5,604	$	44,730	$	210,237
Liabilities
Deposits	$	259,176	$	259,030			$	259,030
Borrowed funds		55,001		55,686				54,175	$	1,511
Unfunded loan commitments and letters of credit		304		304						304
Other liabilities		437		437				437

Total liabilities	$	314,918	$	315,457			$	313,642	$	1,815
December 31, 2016
Assets
Cash and due from banks	$	4,879	$	4,879	$	4,879
Interest-earning deposits with banks		25,711		25,711			$	25,711
Securities held to maturity		15,843		15,866		540		15,208	$	118
Net loans (excludes leases)		199,766		201,863						201,863
Other assets		4,793		5,243				4,666		577

Total assets	$	250,992	$	253,562	$	5,419	$	45,585	$	202,558
Liabilities
Deposits	$	257,164	$	257,038			$	257,038
Borrowed funds		51,736		52,322				50,941	$	1,381
Unfunded loan commitments and letters of credit		301		301						301
Other liabilities		417		417				417

Total liabilities	$	309,618	$	310,078			$	308,396	$	1,682

The aggregate fair values in Table 54 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 47),

•

investments accounted for under the equity method,

•

real and personal property,

•

lease financing,

•

loan customer relationships,

•

deposit customer intangibles,

•

mortgage servicing rights,

•

retail branch networks,

•

fee-based businesses, such as asset management and brokerage, and

•

trademarks and brand names.

For more information regarding the methods and assumptions used to estimate the fair values of financial instruments included in Table 54, see Note 6 Fair Value in our 2016 Form 10-K.

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

N OTE 7 G OODWILL AND M ORTGAGE S ERVICING R IGHTS

Goodwill

See Note 7 Goodwill and Mortgage Servicing Rights in our 2016 Form 10-K for more information regarding our goodwill.

Mortgage Servicing Rights

We recognize the right to service mortgage loans for others when we recognize it as an intangible asset and the servicing income we receive is more than adequate compensation. MSRs totaled $1.9 billion and $1.8 billion at June 30, 2017 and December 31, 2016, respectively, and consisted of loan servicing contracts for commercial and residential mortgages measured at fair value.

MSRs are subject to declines 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 and derivative instruments 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 7, as well as Note 6 Fair Value in our 2016 Form 10-K for more detail on our fair value measurement of MSRs. Refer to Note 7 Goodwill and Mortgage Servicing Rights in our 2016 Form 10-K for more information on our accounting and measurement of MSRs.

Changes in the commercial and residential MSRs follow:

Table 55: Mortgage Servicing Rights


	Commercial MSRs						Residential MSRs
In millions	2017			2016			2017			2016
January 1	$	576		$	526		$	1,182		$	1,063
Additions:
From loans sold with servicing retained		46			23			28			23
Purchases		34			9			154			105
Changes in fair value due to:
Time and payoffs (a)		(52	)		(46	)		(85	)		(78	)
Other (b)		14			(64	)		(30	)		(339	)
June 30	$	618		$	448		$	1,249		$	774
Related unpaid principal balance at June 30	$	147,531		$	142,968		$	131,060		$	126,172
Servicing advances at June 30	$	239		$	244		$	218		$	335

(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, 2017 are shown in Tables 56 and 57. 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.

A sensitivity analysis of the hypothetical effect on the fair value of MSRs to adverse changes in key assumptions is presented in Tables 56 and 57. 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 (for example, 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 56: Commercial Mortgage Loan Servicing Rights – Key Valuation Assumptions


Dollars in millions	June 30 2017			December 31 2016
Fair value	$	618		$	576
Weighted-average life (years)		4.5			4.6
Weighted-average constant prepayment rate		8.14	%		8.61	%
Decline in fair value from 10% adverse change	$	11		$	11
Decline in fair value from 20% adverse change	$	22		$	21
Effective discount rate		7.60	%		7.52	%
Decline in fair value from 10% adverse change	$	16		$	16
Decline in fair value from 20% adverse change	$	32		$	31

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

Table 57: Residential Mortgage Loan Servicing Rights – Key Valuation Assumptions


Dollars in millions	June 30 2017			December 31 2016
Fair value	$	1,249		$	1,182
Weighted-average life (years)		6.5			6.8
Weighted-average constant prepayment rate		9.95	%		9.41	%
Decline in fair value from 10% adverse change	$	48		$	45
Decline in fair value from 20% adverse change	$	93		$	86
Weighted-average option adjusted spread		845	bps		850	bps
Decline in fair value from 10% adverse change	$	38		$	37
Decline in fair value from 20% adverse change	$	74		$	72

Fees from mortgage loan servicing, which includes contractually specified servicing fees, late fees and ancillary fees were $.1 billion for both the three months ended June 30, 2017 and 2016 and $.2 billion and $.3 billion for the six months ended June 30, 2017 and 2016, 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 on our Consolidated Income Statement in the line items Corporate services and Residential mortgage, respectively.

N OTE 8 E MPLOYEE B ENEFIT P LANS

Pension and Postretirement Plans

As described in Note 11 Employee Benefit Plans in our 2016 Form 10-K, we have a noncontributory, qualified defined benefit pension plan covering eligible employees. Benefits are determined using a cash balance formula where earnings credits are a percentage of eligible compensation. Any pension contributions to the plan are based on an actuarially determined amount necessary to fund total benefits payable to plan participants.

We also maintain nonqualified supplemental retirement plans for certain employees and provide certain health care and life insurance benefits for qualifying retired employees (postretirement benefits) through various plans. We reserve the right to terminate or make changes to these plans at any time. The nonqualified pension plan is unfunded.

The components of our net periodic benefit cost for the three and six months ended June 30, 2017 and 2016, respectively, were as follows:

Table 58: Components of Net Periodic Benefit Cost


	Qualified Pension Plan						Nonqualified Retirement Plans				Postretirement Benefits
Three months ended June 30 In millions	2017			2016			2017		2016		2017			2016
Net periodic cost consists of:
Service cost	$	25		$	25				$	1	$	1		$	2
Interest cost		44			47		$	3		3		3			3
Expected return on plan assets		(71	)		(71	)						(1	)		(1	)
Amortization of prior service credit		(1	)		(1	)						(1	)		(1	)
Amortization of actuarial losses		10			11			1		1
Net periodic cost/(benefit)	$	7		$	11		$	4	$	5	$	2		$	3


	Qualified Pension Plan						Nonqualified Retirement Plans				Postretirement Benefits
Six months ended June 30 In millions	2017			2016			2017		2016		2017			2016
Net periodic cost consists of:
Service cost	$	51		$	51		$	1	$	1	$	2		$	3
Interest cost		89			93			6		6		7			7
Expected return on plan assets		(142	)		(141	)						(2	)		(2	)
Amortization of prior service credit		(2	)		(3	)						(1	)		(1	)
Amortization of actuarial losses		22			22			2		2
Net periodic cost/(benefit)	$	18		$	22		$	9	$	9	$	6		$	7

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

N OTE 9 F INANCIAL D ERIVATIVES

We use derivative financial instruments primarily to help manage exposure to interest rate, market and credit risk and reduce the effects that changes in interest rates may have on net income, the fair value of assets and liabilities, and cash flows. We also enter into derivatives with customers to facilitate their risk management activities. 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.

For more information regarding derivatives see Note 1 Accounting Policies and Note 13 Financial Derivatives in our Notes To Consolidated Financial Statements in our 2016 Form 10-K.

The following table presents the notional amounts and gross fair values of all derivative assets and liabilities held by us.

Table 59: Total Gross Derivatives


	June 30, 2017								December 31, 2016
In millions	Notional / Contract Amount		Asset Fair Value (a)			Liability Fair Value (b)			Notional / Contract Amount		Asset Fair Value (a)			Liability Fair Value (b)
Derivatives used for hedging under GAAP
Interest rate contracts (c):
Fair value hedges (d)	$	33,057	$	201		$	63		$	34,010	$	551		$	214
Cash flow hedges (d)		20,875		91			3			20,831		313			71
Foreign exchange contracts:
Net investment hedges		1,003					25			945		25
Total derivatives designated for hedging	$	54,935	$	292		$	91		$	55,786	$	889		$	285
Derivatives not used for hedging under GAAP
Derivatives used for mortgage banking activities (e):
Interest rate contracts:
Swaps (d)	$	51,993	$	355		$	152		$	49,071	$	783		$	505
Futures (f)		38,413								36,264
Mortgage-backed commitments		13,095		35			24			13,317		96			56
Other		52,531		10			8			31,907		28			4
Subtotal		156,032		400			184			130,559		907			565
Derivatives used for customer-related activities:
Interest rate contracts:
Swaps (d)		187,675		2,232			1,833			173,777		2,373			2,214
Futures (f)		3,860								4,053
Mortgage-backed commitments		3,375		8			4			2,955		10			8
Other		19,380		81			39			16,203		55			53
Subtotal		214,290		2,321			1,876			196,988		2,438			2,275
Foreign exchange contracts and other		22,991		237			223			21,889		342			309
Subtotal		237,281		2,558			2,099			218,877		2,780			2,584
Derivatives used for other risk management activities:
Foreign exchange contracts and other (g)		6,283		6			321			5,581		40			405
Total derivatives not designated for hedging	$	399,596	$	2,964		$	2,604		$	355,017	$	3,727		$	3,554
Total gross derivatives	$	454,531	$	3,256		$	2,695		$	410,803	$	4,616		$	3,839
Less: Impact of legally enforceable master netting agreements (d)				(1,457	)		(1,457	)				(2,460	)		(2,460	)
Less: Cash collateral received/paid (d)				(389	)		(634	)				(657	)		(484	)
Total derivatives			$	1,410		$	604				$	1,499		$	895

(a)	Included in Other assets on our Consolidated Balance Sheet.

(b)	Included in Other liabilities on our Consolidated Balance Sheet.

(c)	Represents primarily swaps.

(d)

In the first quarter of 2017, PNC changed its accounting treatment for variation margin related to certain derivative instruments cleared through a central clearing house. Previously, variation margin was treated as collateral subject to offsetting. As a result of changes made by the clearing house to its rules governing such instruments with its counterparties, effective for the first quarter of 2017, variation margin will be treated as a settlement payment on the derivative instrument. The impact at June 30, 2017 was a reduction of gross derivative assets and gross derivative liabilities by $.9 billion and $.7 billion, respectively. The accounting change had no impact on the net fair value of the derivative assets and liabilities that otherwise would have been reported on our Consolidated Balance Sheet. See Table 63 for more information.

(e)	Includes both residential and commercial mortgage banking activities.

(f)	Futures contracts settle in cash daily and, therefore, no derivative asset or derivative liability is recognized on our Consolidated Balance Sheet.

(g)	Includes our obligation to fund a portion of certain BlackRock LTIP programs and the swaps entered into in connection with sales of a portion of Visa Class B common shares.

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

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, Counterparty Credit Risk and Contingent Features section below. Any nonperformance risk, including credit risk, is included in the determination of the estimated net fair value of the derivatives.

Derivatives Designated As Hedging Instruments under GAAP

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 under GAAP. 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 the extent effective, to be recognized in the income statement in the same period the hedged items affect earnings.

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. For these hedge relationships, we use statistical regression analysis to assess hedge effectiveness at both the inception of the hedge relationship and on an ongoing basis. There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness for all periods presented.

Further detail regarding gains (losses) on fair value hedge derivatives and related hedged items is presented in the following table:

Table 60: Gains (Losses) on Derivatives and Related Hedged Items – Fair Value Hedges


			Three months ended												Six months ended
			June 30, 2017						June 30, 2016						June 30, 2017					June 30, 2016
In millions	Hedged Items	Location	Gain (Loss) on Derivatives Recognized in Income			Gain (Loss) on Related Hedged Items Recognized in Income			Gain (Loss) on Derivatives Recognized in Income			Gain (Loss) on Related Hedged Items Recognized in Income			Gain (Loss) on Derivatives Recognized in Income			Gain (Loss) on Related Hedged Items Recognized in Income		Gain (Loss) on Derivatives Recognized in Income			Gain (Loss) on Related Hedged Items Recognized in Income
Interest rate contracts	U.S. Treasury and Government Agencies and Other Debt Securities	Investment securities (interest income)	$	(34	)	$	33		$	(55	)	$	56		$	(12	)	$	12	$	(209	)	$	214
Interest rate contracts	Subordinated Debt and Bank Notes and Senior Debt	Borrowed funds (interest expense)		67			(75	)		155			(168	)		(28	)		11		562			(600	)
Total (a)			$	33		$	(42	)	$	100		$	(112	)	$	(40	)	$	23	$	353		$	(386	)

(a)	The difference between the gains (losses) recognized in income on derivatives and their related hedged items represents the ineffective portion of the change in value of our fair value hedge derivatives.

Cash Flow Hedges

We enter into receive-fixed, pay-variable interest rate swaps 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. For these cash flow hedges, any changes in the fair value of the derivatives that are effective in offsetting changes in the forecasted interest cash flows are recorded in Accumulated other comprehensive income and are reclassified to interest income in conjunction with the recognition of interest received on the loans. We use statistical regression analysis to assess the effectiveness of these hedge relationships at both the inception of the hedge relationship and on an ongoing basis.

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. As a result, hedge ineffectiveness, if any, is typically minimal. Gains and losses on these forward contracts are recorded in Accumulated other comprehensive income and are recognized in earnings when the hedged cash flows affect earnings.

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

In the 12 months that follow June 30, 2017, we expect to reclassify net derivative gains of $151 million pretax, or $97 million after-tax, from Accumulated other comprehensive income to interest income for both 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, 2017. As of June 30, 2017, the maximum length of time over which forecasted transactions are hedged is seven years. During the first six months of 2017 and 2016, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transaction would not occur.

There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to either cash flow hedge strategy for all periods presented.

Further detail regarding gains (losses) on derivatives and related cash flows is presented in the following table:

Table 61: Gains (Losses) on Derivatives and Related Cash Flows – Cash Flow Hedges (a) (b)


	Three months ended June 30						Six months ended June 30
In millions	2017			2016			2017			2016
Gains (losses) on derivatives recognized in OCI – (effective portion)	$	39		$	126		$	17		$	391
Less: Gains (losses) reclassified from accumulated OCI into income – (effective portion)
Interest income		49			64			101			129
Noninterest income					(1	)		3			(1	)
Total gains (losses) reclassified from accumulated OCI into income – (effective portion)	$	49		$	63		$	104		$	128
Net unrealized gains (losses) on cash flow hedge derivatives	$	(10	)	$	63		$	(87	)	$	263

(a)	All cash flow hedge derivatives are interest rate contracts as of June 30, 2017 and June 30, 2016.

(b)	The amount of cash flow hedge ineffectiveness recognized in income was not significant for the periods presented.

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 all periods presented. During the first six months of 2017 and 2016, there was no net investment hedge ineffectiveness. Gains (losses) on net investment hedge derivatives recognized in OCI were net losses of $(36) million for the three months ended June 30, 2017 and net losses of $(50) million for the six months ended June 30, 2017, compared with net gains of $80 million for the three months ended June 30, 2016 and net gains of $109 million for the six months ended June 30, 2016.

Derivatives Not Designated As Hedging Instruments under GAAP

We also enter into derivatives that are not designated as accounting hedges under GAAP. For additional information on derivatives not designated as hedging instruments under GAAP see Note 13 Financial Derivatives in our 2016 Form 10-K.

Further detail regarding the gains (losses) on derivatives not designated in hedging relationships is presented in the following table:

Table 62: Gains (Losses) on Derivatives Not Designated for Hedging under GAAP


	Three months ended June 30					Six months ended June 30
In millions	2017			2016		2017			2016
Derivatives used for mortgage banking activities:
Interest rate contracts (a)	$	80		$	172	$	73		$	413
Derivatives used for customer-related activities:
Interest rate contracts	$	19		$	1	$	53		$	(3	)
Foreign exchange contracts and other		40			17		72			46
Gains (losses) from customer-related activities (b)	$	59		$	18	$	125		$	43
Derivatives used for other risk management activities:
Foreign exchange contracts and other (c)	$	(106	)	$	4	$	(156	)	$	(95	)
Gains (losses) from other risk management activities (b)	$	(106	)	$	4	$	(156	)	$	(95	)
Total gains (losses) from derivatives not designated as hedging instruments	$	33		$	194	$	42		$	361

(a)	Included in Residential mortgage, Corporate services and Other noninterest income.

(b)	Included in Other noninterest income.

(c)	Includes BlackRock LTIP funding obligation and the swaps entered into in connection with sales of a portion of Visa Class B common shares.

The PNC Financial Services Group, Inc. – Form 10-Q 71

Offsetting, Counterparty Credit Risk and Contingent Features

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, counterparty credit risk and contingent features see Note 13 Financial Derivatives in our 2016 Form 10-K.

Table 63 shows the impact legally enforceable master netting agreements had on our derivative assets and derivative liabilities as of June 30, 2017 and December 31, 2016. 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 63: Derivative Assets and Liabilities Offsetting


June 30, 2017 In millions			Amounts Offset on the Consolidated Balance Sheet							Securities Collateral Held / (Pledged) Under Master Netting Agreements
June 30, 2017 In millions	Gross Fair Value		Fair Value Offset Amount		Cash Collateral		Net Fair Value					Net Amounts
Derivative assets
Interest rate contracts:
Over-the-counter cleared (a)	$	497	$	185	$	244	$	68				$	68
Exchange-traded		4						4					4
Over-the-counter		2,512		1,184		142		1,186		$	68		1,118
Foreign exchange and other contracts		243		88		3		152					152
Total derivative assets	$	3,256	$	1,457	$	389	$	1,410	(b)	$	68	$	1,342
Derivative liabilities
Interest rate contracts:
Over-the-counter cleared (a)	$	210	$	185			$	25				$	25
Exchange-traded		1						1					1
Over-the-counter		1,915		1,140	$	570		205					205
Foreign exchange and other contracts		569		132		64		373					373
Total derivative liabilities	$	2,695	$	1,457	$	634	$	604	(c)			$	604

December 31, 2016
In millions
Derivative assets
Interest rate contracts:
Over-the-counter cleared	$	1,498	$	940	$	480	$	78				$	78
Exchange-traded		9						9					9
Over-the-counter		2,702		1,358		164		1,180		$	62		1,118
Foreign exchange and other contracts		407		162		13		232					232
Total derivative assets	$	4,616	$	2,460	$	657	$	1,499	(b)	$	62	$	1,437
Derivative liabilities
Interest rate contracts:
Over-the-counter cleared	$	1,060	$	940	$	25	$	95				$	95
Exchange-traded		1						1					1
Over-the-counter		2,064		1,395		431		238					238
Foreign exchange and other contracts		714		125		28		561					561
Total derivative liabilities	$	3,839	$	2,460	$	484	$	895	(c)			$	895

(a)

Reflects our first quarter 2017 change in accounting treatment for variation margin for certain derivative instruments cleared through a central clearing house. The accounting change reduced the asset and liability gross fair values with corresponding reductions to the fair value and cash collateral offsets, resulting in no changes to the net fair value amounts.

(b)	Represents the net amount of derivative assets included in Other assets on our Consolidated Balance Sheet.

(c)	Represents the net amount of derivative liabilities included in Other liabilities on our Consolidated Balance Sheet.

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

Table 63 includes over-the-counter (OTC) derivatives, cleared derivatives and exchange-traded derivatives. OTC derivatives represent contracts executed bilaterally with counterparties that are not settled through an organized exchange or cleared through a central clearing house. The majority of OTC derivatives are governed by ISDA documentation or other legally enforceable industry standard master netting agreements. 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. Exchange-traded derivatives represent standardized futures and options contracts executed directly on an organized exchange.

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, 2017, we held cash, U.S. government securities and mortgage-backed securities totaling $.7 billion under master netting agreements and other collateral agreements to collateralize net derivative assets due from counterparties, and we pledged cash totaling $1.5 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 held or 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 held from counterparties are not recognized on our balance sheet. Likewise securities we have pledged to counterparties remain on our balance sheet.

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 aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position on June 30, 2017 was $1.0 billion for which we had posted collateral of $.6 billion in the normal course of business. The maximum additional amount of collateral we would have been required to post if the credit-risk-related contingent features underlying these agreements had been triggered on June 30, 2017 would be $.4 billion.

N OTE 10 E ARNINGS P ER S HARE

Table 64: Basic and Diluted Earnings Per Common Share


	Three months ended June 30				Six months ended June 30
In millions, except per share data	2017		2016		2017		2016
Basic
Net income	$	1,097	$	989	$	2,171	$	1,932
Less:
Net income (loss) attributable to noncontrolling interests		10		23		27		42
Preferred stock dividends		55		42		118		105
Preferred discount accretion and redemptions		2		1		23		3
Net income attributable to common shares		1,030		923		2,003		1,782
Less:
Dividends and undistributed earnings allocated to participating securities		4		6		10		12
Net income attributable to basic common shares	$	1,026	$	917	$	1,993	$	1,770
Basic weighted-average common shares outstanding		484		497		486		499
Basic earnings per common share (a)	$	2.12	$	1.84	$	4.10	$	3.54
Diluted
Net income attributable to basic common shares	$	1,026	$	917	$	1,993	$	1,770
Less: Impact of BlackRock earnings per share dilution		1		3		5		6
Net income attributable to diluted common shares	$	1,025	$	914	$	1,988	$	1,764
Basic weighted-average common shares outstanding		484		497		486		499
Dilutive potential common shares		4		6		5		6
Diluted weighted-average common shares outstanding		488		503		491		505
Diluted earnings per common share (a)	$	2.10	$	1.82	$	4.05	$	3.49

(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).

The PNC Financial Services Group, Inc. – Form 10-Q 73

N OTE 11 T OTAL E QUITY A ND O THER C OMPREHENSIVE I NCOME

Activity in total equity for the first six months of 2016 and 2017 follows:

Table 65: Rollforward of Total Equity


				Shareholders’ Equity
In millions	Shares 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
Balance at January 1, 2016		504		$	2,708	$	3,452	$	12,745		$	29,043		$	130		$	(3,368	)	$	1,270		$	45,980
Net income												1,890									42			1,932
Other comprehensive income (loss), net of tax															606									606
Cash dividends declared
Common ($1.02 per share)												(516	)											(516	)
Preferred												(105	)											(105	)
Preferred stock discount accretion							3					(3	)
Common stock activity (a)					1				10															11
Treasury stock activity		(11	)						(13	)								(936	)					(949	)
Other									(89	)											(171	)		(260	)
Balance at June 30, 2016 (b)		493		$	2,709	$	3,455	$	12,653		$	30,309		$	736		$	(4,304	)	$	1,141		$	46,699
Balance at January 1, 2017		485		$	2,709	$	3,977	$	12,674		$	31,670		$	(265	)	$	(5,066	)	$	1,155		$	46,854
Net income												2,144									27			2,171
Other comprehensive income (loss), net of tax															167									167
Cash dividends declared
Common ($1.10 per share)												(540	)											(540	)
Preferred												(118	)											(118	)
Preferred stock discount accretion							4					(4	)
Redemption of noncontrolling interests												(19	)								(981	)		(1,000	)
Common stock activity (a)					1				9															10
Treasury stock activity		(5	)						(232	)								(921	)					(1,153	)
Other									(106	)											(100	)		(206	)
Balance at June 30, 2017 (b)		480		$	2,710	$	3,981	$	12,345		$	33,133		$	(98	)	$	(5,987	)	$	101		$	46,185

(a)	Common stock activity totaled less than .5 million shares issued.

(b)	The par value of our preferred stock outstanding was less than $.5 million at each date and, therefore, is excluded from this presentation.

Warrants

We had 5.1 million, 11.3 million, and 13.4 million warrants outstanding at June 30, 2017, December 31, 2016, and June 30, 2016, respectively. As of June 30, 2017, each warrant entitles the holder to purchase one share of PNC common stock at an exercise price of $67.33 per share. In accordance with the terms of the warrants, the warrants are exercised on a non-cash net basis with the warrant holder receiving PNC common shares determined based on the excess of the market price of PNC common stock on the exercise date over the exercise price of the warrant. The outstanding warrants will expire as of December 31, 2018 and are considered in the calculation of diluted earnings per common share in Note 10 Earnings Per Share in this Report.

On July 6, 2017, PNC declared a quarterly common stock dividend of $.75 per share to shareholders of record as of July 17, 2017. In accordance with the terms of the warrants, the declaration of a dividend in excess of $.66 per share may result in an adjustment to the warrant exercise price and to the warrant share number. As a result of this dividend, the warrant exercise price was reduced from $67.33 to $67.28 per share on July 17, 2017 and the warrant share number remained 1.00.

Noncontrolling Interests

Perpetual Trust Securities

Our noncontrolling interests balance at June 30, 2017 reflected our March 15, 2017 redemption of $1.0 billion Fixed-to-Floating Rate Non-Cumulative Exchangeable Perpetual Trust Securities issued by PNC Preferred Funding Trusts I and II with current distribution rates of 2.61% and 2.19%, respectively. The Perpetual Trust Securities were subject to replacement capital covenants dated December 6, 2006 and March 29, 2007 benefiting PNC Capital Trust C as the sole holder of $200 million of junior subordinated debentures issued by PNC in June 1998. Upon redemption of the Perpetual Trust Securities, the replacement capital covenants terminated and such debentures ceased being covered debt with respect to the replacement capital covenants.

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

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

Table 66: Other Comprehensive Income


	Three months ended June 30						Six months ended June 30
In millions	2017			2016			2017			2016
Net unrealized gains (losses) on non-OTTI securities
Increase in net unrealized gains (losses) on non-OTTI securities	$	169		$	286		$	236		$	805
Less: Net gains (losses) realized as a yield adjustment reclassified to investment securities interest income		5			8			10			14
Less: Net gains (losses) realized on sales of securities reclassified to noninterest income		13			5			6			14
Net increase (decrease), pre-tax		151			273			220			777
Effect of income taxes		(58	)		(100	)		(83	)		(285	)
Net increase (decrease), after-tax		93			173			137			492
Net unrealized gains (losses) on OTTI securities
Increase in net unrealized gains (losses) on OTTI securities		61			17			98			(22	)
Less: Net gains (losses) realized on sales of securities reclassified to noninterest income								2
Less: OTTI losses realized on securities reclassified to noninterest income		(1	)					(1	)		(1	)
Net increase (decrease), pre-tax		62			17			97			(21	)
Effect of income taxes		(24	)		(6	)		(37	)		8
Net increase (decrease), after-tax		38			11			60			(13	)
Net unrealized gains (losses) on cash flow hedge derivatives
Increase in net unrealized gains (losses) on cash flow hedge derivatives		39			126			17			391
Less: Net gains (losses) realized as a yield adjustment reclassified to loan interest income		44			56			90			116
Less: Net gains (losses) realized as a yield adjustment reclassified to investment securities interest income		5			8			11			13
Less: Net gains (losses) realized on sales of securities reclassified to noninterest income					(1	)		3			(1	)
Net increase (decrease), pre-tax		(10	)		63			(87	)		263
Effect of income taxes		4			(23	)		32			(96	)
Net increase (decrease), after-tax		(6	)		40			(55	)		167
Pension and other postretirement benefit plan adjustments
Net pension and other postretirement benefit activity		36			(7	)		(38	)		(5	)
Amortization of actuarial loss (gain) reclassified to other noninterest expense		11			12			24			24
Amortization of prior service cost (credit) reclassified to other noninterest expense		(2	)		(2	)		(3	)		(4	)
Net increase (decrease), pre-tax		45			3			(17	)		15
Effect of income taxes		(17	)		(1	)		6			(5	)
Net increase (decrease), after-tax		28			2			(11	)		10
Other
PNC’s portion of BlackRock’s OCI		20			13			22			(12	)
Net investment hedge derivatives		(36	)		80			(50	)		109
Foreign currency translation adjustments and other		38			(81	)		54			(112	)
Net increase (decrease), pre-tax		22			12			26			(15	)
Effect of income taxes		6			(34	)		10			(35	)
Net increase (decrease), after-tax		28			(22	)		36			(50	)
Total other comprehensive income, pre-tax		270			368			239			1,019
Total other comprehensive income, tax effect		(89	)		(164	)		(72	)		(413	)
Total other comprehensive income, after-tax	$	181		$	204		$	167		$	606

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

Table 67: Accumulated Other Comprehensive Income (Loss) Components


In millions, after-tax	Net unrealized gains (losses) on non-OTTI securities		Net unrealized gains (losses) on OTTI securities			Net unrealized gains (losses) on cash flow hedge derivatives			Pension and other postretirement benefit plan adjustments			Other			Total
Balance at March 31, 2016	$	605	$	42		$	557		$	(546	)	$	(126	)	$	532
Net activity		173		11			40			2			(22	)		204
Balance at June 30, 2016	$	778	$	53		$	597		$	(544	)	$	(148	)	$	736
Balance at March 31, 2017	$	96	$	128		$	284		$	(592	)	$	(195	)	$	(279	)
Net activity		93		38			(6	)		28			28			181
Balance at June 30, 2017	$	189	$	166		$	278		$	(564	)	$	(167	)	$	(98	)
Balance at December 31, 2015	$	286	$	66		$	430		$	(554	)	$	(98	)	$	130
Net activity		492		(13	)		167			10			(50	)		606
Balance at June 30, 2016	$	778	$	53		$	597		$	(544	)	$	(148	)	$	736
Balance at December 31, 2016	$	52	$	106		$	333		$	(553	)	$	(203	)	$	(265	)
Net activity		137		60			(55	)		(11	)		36			167
Balance at June 30, 2017	$	189	$	166		$	278		$	(564	)	$	(167	)	$	(98	)

N OTE 12 L EGAL P ROCEEDINGS

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 12 as well as those matters disclosed in Note 19 Legal Proceedings in Part II, Item 8 of our 2016 Form 10-K and in Note 12 Legal Proceedings in Part I, Item 1 of our first quarter 2017 Form 10-Q (such prior disclosure collectively 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, 2017, we estimate that it is reasonably possible that we could incur losses in an aggregate amount of up to approximately $425 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 19 in our 2016 Form 10-K, we are unable, at this time, to estimate the losses that it is reasonably possible that we could incur 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.

Fulton Financial

In the case pending in the U.S. District Court for the Eastern District of Pennsylvania under the caption Fulton Financial Advisors, N.A. v. NatCity Investments, Inc . (No. 5:09-cv-04855), the court has scheduled the case for trial in February 2018.

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

Mortgage Repurchase Litigation

In March 2017, we filed a motion to dismiss the complaint in ResCap Liquidating Trust v. PNC Bank, N.A. (No. 17-cv-196-JRT-FLN), which has been consolidated for pre-trial purposes into In Re: RFC and RESCAP Liquidating Trust Litigation (Civil File No. 13-cv-3451 (SRN/JJK/HB)) in the U.S. District Court for the District of Minnesota. In July 2017, the court denied the motion.

Other Regulatory and Governmental Inquiries

We are the subject of investigations, audits 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. These inquiries, including those described in Prior Disclosure, may lead to administrative, civil or criminal proceedings, and possibly result in remedies including fines, penalties, restitution, or alterations in our business practices, and in additional expenses and collateral costs and other consequences. These inquiries may result in significant reputational harm or other adverse collateral consequences even if direct resulting remedies are not material to us.

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 above and 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.

N OTE 13 C OMMITMENTS

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 significant other commitments as of June 30, 2017 and December 31, 2016, respectively.

Table 68: Commitments to Extend Credit and Other Commitments


In millions	June 30 2017		December 31 2016
Commitments to extend credit
Total commercial lending	$	107,152	$	108,256
Home equity lines of credit		17,763		17,438
Credit card		23,345		22,095
Other		4,921		4,192
Total commitments to extend credit		153,181		151,981
Net outstanding standby letters of credit (a)		8,371		8,324
Reinsurance agreements (b)		1,726		1,835
Standby bond purchase agreements (c)		916		790
Other commitments (d)		950		967
Total commitments to extend credit and other commitments	$	165,144	$	163,897

(a)	Net outstanding standby letters of credit include $3.8 billion and $3.9 billion at June 30, 2017 and December 31, 2016, respectively, which support remarketing programs.

(b)

Represents aggregate maximum exposure up to the specified limits of the reinsurance contracts and reflects estimates based on availability of financial information from insurance carriers. As of June 30, 2017, the aggregate maximum exposure amount comprised $1.5 billion for accidental death & dismemberment contracts and $.2 billion for credit life, accident & health contracts. Comparable amounts at December 31, 2016 were $1.5 billion and $.3 billion, respectively.

(c)	We enter into standby bond purchase agreements to support municipal bond obligations.

(d)	Includes $.5 billion related to investments in qualified affordable housing projects at both June 30, 2017 and December 31, 2016.

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 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 91% and 94% of our net outstanding standby letters of credit were rated as Pass as of June 30, 2017 and December 31, 2016, respectively, with the remainder rated as Below Pass. An internal credit rating of Pass indicates the

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

expected risk of loss is currently low, while a rating of Below Pass 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, 2017 had terms ranging from less than 1 year to 8 years.

As of June 30, 2017, assets of $1.2 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 $.2 billion at June 30, 2017 and is included in Other liabilities on our Consolidated Balance Sheet.

N OTE 14 S EGMENT R EPORTING

•

Retail Banking

•

Corporate & Institutional Banking

•

Asset Management Group

•

BlackRock

Prior periods presented were revised to conform to the new segment alignment and to our change in internal funds transfer pricing methodology.

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.

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.

Our allocation of the costs incurred by shared support areas not directly aligned with the businesses is primarily based on the use of services.

A portion of capital is intended to cover unexpected losses and is assigned to our business segments using our risk-based economic capital model, including consideration of the goodwill at those business segments, as well as the diversification of risk among the business segments, ultimately reflecting our portfolio risk adjusted capital allocation.

We have allocated the allowances for loan and lease losses and for unfunded loan commitments and letters of credit 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.

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

Business Segment Products and Services

Retail Banking provides deposit, lending, brokerage, investment management and cash management products and services to consumer and small business customers within our primary geographic markets. Our customers are serviced through our branch network, ATMs, call centers, online banking and mobile channels. The branch network is located primarily in Pennsylvania, Ohio, New Jersey, Michigan, Illinois, Maryland, Indiana, Florida, North Carolina, Kentucky, Washington, D.C., Delaware, Virginia, Georgia, Alabama, Missouri, Wisconsin and South Carolina. 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 loans and lines of credit. The residential mortgage loans are directly originated within our branch network and nationwide, and are typically underwritten to government agency and/or third-party standards, and either sold, servicing retained, or held on our balance sheet. Our mortgage servicing operation performs all functions related to servicing residential mortgage loans for investors and for loans we own. Brokerage, investment management and cash management products and services include managed accounts, education accounts, retirement accounts and trust and estate services.

Corporate & Institutional Banking provides lending, treasury management and capital markets-related products and services to mid-sized and large corporations, government and not-for-profit entities. Lending products include secured and unsecured loans, letters of credit and equipment leases. Treasury management services include cash and investment management, receivables management, disbursement services, funds transfer services, information reporting and global trade services. Capital markets-related products and services include foreign exchange, derivatives, securities, 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 generally provided within our primary geographic markets. We offer certain products and services nationally and internationally.

Asset Management Group provides personal wealth management for high net worth and ultra high net worth clients and institutional asset management. Wealth management products and services include investment and retirement planning, customized investment management, private banking, tailored credit solutions and trust management and administration for individuals and their families. Our Hawthorn unit provides multi-generational family planning including estate, financial, tax planning, fiduciary, investment management and consulting, private banking, personal administrative services, asset custody and customized performance reporting to ultra high net worth families. Institutional asset management provides advisory, custody and retirement administration services. The business also offers PNC proprietary mutual funds. Institutional clients include corporations, unions, municipalities, non-profits, foundations and endowments, primarily located in our geographic footprint.

BlackRock, in which we hold an equity investment, is a leading publicly traded investment management firm providing a broad range of investment and risk management services to institutional and retail clients worldwide. Using a diverse platform of active and index investment strategies across asset classes, BlackRock develops investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset class portfolios investing in equities, fixed income, alternatives and money market instruments. BlackRock also offers an investment and risk management technology platform, risk analytics, advisory and technology services and solutions to a broad base of institutional and wealth management investors.

Our equity investment in BlackRock provides us with an additional source of noninterest income and increases our overall revenue diversification. BlackRock is a publicly traded company, and additional information regarding its business is available in its filings with the Securities and Exchange Commission (SEC). At June 30, 2017, our economic interest in BlackRock was 22%. We received cash dividends from BlackRock of $177 million and $165 million during the first six months of 2017 and 2016, respectively.

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

Table 69: Results of Businesses


Three months ended June 30 In millions	Retail Banking		Corporate & Institutional Banking		Asset Management Group			BlackRock		Other			Consolidated (a)
2017
Income Statement
Net interest income	$	1,139	$	853	$	73				$	193		$	2,258
Noninterest income		645		588		217		$	186		166			1,802
Total revenue		1,784		1,441		290			186		359			4,060
Provision for credit losses (benefit)		50		87		(7	)				(32	)		98
Depreciation and amortization		47		54		14					128			243
Other noninterest expense		1,323		548		201					164			2,236
Income before income taxes and noncontrolling interests		364		752		82			186		99			1,483
Income taxes (benefit)		134		234		30			42		(54	)		386
Net income	$	230	$	518	$	52		$	144	$	153		$	1,097
Average Assets (b)	$	88,671	$	148,267	$	7,516		$	7,132	$	118,716		$	370,302
2016
Income Statement
Net interest income	$	1,133	$	773	$	76				$	86		$	2,068
Noninterest income		725		539		213		$	170		79			1,726
Total revenue		1,858		1,312		289			170		165			3,794
Provision for credit losses		36		70		6					15			127
Depreciation and amortization		45		38		12					120			215
Other noninterest expense		1,260		519		194					172			2,145
Income (loss) before income taxes and noncontrolling interests		517		685		77			170		(142	)		1,307
Income taxes (benefit)		189		228		29			36		(164	)		318
Net income	$	328	$	457	$	48		$	134	$	22		$	989
Average Assets (b)	$	85,348	$	140,056	$	7,756		$	6,919	$	118,911		$	358,990

Six months ended June 30 In millions	Retail Banking		Corporate & Institutional Banking		Asset Management Group			BlackRock		Other			Consolidated (a)
2017
Income Statement
Net interest income	$	2,259	$	1,655	$	144				$	360		$	4,418
Noninterest income		1,248		1,112		435		$	372		359			3,526
Total revenue		3,507		2,767		579			372		719			7,944
Provision for credit losses (benefit)		121		112		(9	)				(38	)		186
Depreciation and amortization		89		90		25					253			457
Other noninterest expense		2,596		1,096		407					325			4,424
Income before income taxes and noncontrolling interests		701		1,469		156			372		179			2,877
Income taxes (benefit)		258		467		57			83		(159	)		706
Net income	$	443	$	1,002	$	99		$	289	$	338		$	2,171
Average Assets (b)	$	88,559	$	145,445	$	7,517		$	7,132	$	119,717		$	368,370
2016
Income Statement
Net interest income	$	2,255	$	1,559	$	153				$	199		$	4,166
Noninterest income		1,358		980		416		$	311		228			3,293
Total revenue		3,613		2,539		569			311		427			7,459
Provision for credit losses (benefit)		108		172		3					(4	)		279
Depreciation and amortization		88		74		23					232			417
Other noninterest expense		2,516		1,016		389					303			4,224
Income (loss) before income taxes and noncontrolling interests		901		1,277		154			311		(104	)		2,539
Income taxes (benefit)		330		422		57			65		(267	)		607
Net income	$	571	$	855	$	97		$	246	$	163		$	1,932
Average Assets (b)	$	85,780	$	138,663	$	7,822		$	6,919	$	118,267		$	357,451

(a)	There were no material intersegment revenues for the three and six months ended June 30, 2017 and 2016.

(b)	Period-end balances for BlackRock.

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

N OTE 15 S UBSEQUENT E VENTS

On July 28, 2017, PNC Bank issued the following:

•

$750 million of senior notes with a maturity date of July 28, 2022. Interest is payable semi-annually at a fixed rate of 2.45% per annum on January 28 and July 28 of each year, beginning on January 28, 2018.

•

$500 million of senior floating rate notes with a maturity date of July 27, 2022. Interest is payable at the 3-month LIBOR rate reset quarterly, plus a spread of .50%, on January 27, April 27, July 27 and October 27 of each year, commencing on October 27, 2017.

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

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
	2017							2016
Taxable-equivalent basis Dollars in millions	Average Balances		Interest Income/ Expense		Average Yields/ Rates			Average Balances		Interest Income/ Expense		Average Yields/ Rates
Assets
Interest-earning assets:
Investment securities
Securities available for sale
Residential mortgage-backed
Agency	$	26,122	$	332		2.54	%	$	24,777	$	312		2.51	%
Non-agency		3,037		85		5.59	%		3,832		88		4.61	%
Commercial mortgage-backed		5,705		70		2.45	%		6,461		92		2.86	%
Asset-backed		5,927		74		2.49	%		5,579		63		2.25	%
U.S. Treasury and government agencies		12,990		112		1.72	%		9,804		76		1.53	%
Other		5,193		78		3.00	%		4,925		74		3.01	%
Total securities available for sale		58,974		751		2.54	%		55,378		705		2.54	%
Securities held to maturity
Residential mortgage-backed		12,323		173		2.80	%		10,061		147		2.92	%
Commercial mortgage-backed		1,425		27		3.89	%		1,788		32		3.57	%
Asset-backed		523		6		2.28	%		712		7		1.87	%
U.S. Treasury and government agencies		531		8		3.09	%		260		5		3.80	%
Other		2,024		54		5.31	%		2,033		54		5.38	%
Total securities held to maturity		16,826		268		3.19	%		14,854		245		3.30	%
Total investment securities		75,800		1,019		2.69	%		70,232		950		2.70	%
Loans
Commercial		105,024		1,767		3.35	%		99,530		1,550		3.08	%
Commercial real estate		29,418		500		3.38	%		28,313		477		3.33	%
Equipment lease financing		7,550		132		3.49	%		7,495		128		3.42	%
Consumer		56,591		1,261		4.49	%		57,839		1,231		4.28	%
Residential real estate		15,741		358		4.55	%		14,580		349		4.79	%
Total loans		214,324		4,018		3.75	%		207,757		3,735		3.58	%
Interest-earning deposits with banks		23,363		107		.92	%		25,998		65		.50	%
Other interest-earning assets		9,076		156		3.46	%		7,606		137		3.61	%
Total interest-earning assets/interest income		322,563	$	5,300		3.29	%		311,593	$	4,887		3.13	%
Noninterest-earning assets		45,807							45,858
Total assets	$	368,370						$	357,451
Liabilities and Equity
Interest-bearing liabilities:
Interest-bearing deposits
Money market	$	63,034	$	83		.27	%	$	74,417	$	77		.21	%
Demand		57,157		31		.11	%		50,934		19		.07	%
Savings		40,620		88		.44	%		25,737		50		.39	%
Time deposits		17,136		61		.71	%		19,247		63		.66	%
Total interest-bearing deposits		177,947		263		.30	%		170,335		209		.25	%
Borrowed funds
Federal Home Loan Bank borrowings		20,410		119		1.16	%		19,285		72		.74	%
Bank notes and senior debt		23,910		232		1.93	%		21,533		179		1.64	%
Subordinated debt		6,854		123		3.57	%		8,327		136		3.28	%
Other		5,067		39		1.54	%		4,484		29		1.31	%
Total borrowed funds		56,241		513		1.82	%		53,629		416		1.54	%
Total interest-bearing liabilities/interest expense		234,188		776		.66	%		223,964		625		.56	%
Noninterest-bearing liabilities and equity:
Noninterest-bearing deposits		77,710							76,541
Accrued expenses and other liabilities		10,258							10,822
Equity		46,214							46,124
Total liabilities and equity	$	368,370						$	357,451
Interest rate spread						2.63	%						2.57	%
Impact of noninterest-bearing sources						.18							.16
Net interest income/margin			$	4,524		2.81	%			$	4,262		2.73	%

(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 noninterest-earning assets). Average balances for certain loans and borrowed funds accounted for at fair value, with changes in fair value recorded in trading noninterest income, are included in noninterest-earning assets and noninterest-bearing liabilities.

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


Second Quarter 2017							First Quarter 2017							Second Quarter 2016

Average Balances		Interest Income/ Expense		Average Yields/ Rates			Average Balances		Interest Income/ Expense		Average Yields/ Rates			Average Balances		Interest Income/ Expense		Average Yields/ Rates





	$25,862	$	163		2.51	%	$	26,385	$	169		2.57	%	$	24,856	$	153		2.46	%
	2,947		41		5.58	%		3,127		44		5.59	%		3,728		44		4.79	%
	5,493		35		2.56	%		5,919		35		2.35	%		6,335		46		2.94	%
	5,863		37		2.48	%		5,992		37		2.50	%		5,672		33		2.32	%
	12,881		58		1.78	%		13,101		54		1.66	%		9,673		37		1.50	%
	5,093		39		3.08	%		5,293		39		2.93	%		5,004		38		3.02	%
	58,139		373		2.56	%		59,817		378		2.53	%		55,268		351		2.54	%

	12,790		90		2.82	%		11,852		83		2.79	%		10,215		72		2.81	%
	1,393		14		4.30	%		1,458		13		3.50	%		1,755		16		3.61	%
	490		3		2.35	%		556		3		2.21	%		708		4		1.91	%
	533		4		3.10	%		529		4		3.07	%		262		3		3.79	%
	2,007		27		5.28	%		2,041		27		5.34	%		1,986		26		5.40	%
	17,213		138		3.22	%		16,436		130		3.16	%		14,926		121		3.22	%
	75,352		511		2.71	%		76,253		508		2.67	%		70,194		472		2.68	%

	106,944		932		3.45	%		103,084		835		3.24	%		99,991		779		3.08	%
	29,655		261		3.48	%		29,178		239		3.27	%		28,659		229		3.16	%
	7,602		69		3.65	%		7,497		63		3.34	%		7,570		65		3.44	%
	56,342		635		4.52	%		56,843		626		4.47	%		57,467		610		4.28	%
	15,830		180		4.55	%		15,651		178		4.55	%		14,643		177		4.84	%
	216,373		2,077		3.82	%		212,253		1,941		3.67	%		208,330		1,860		3.56	%
	22,543		58		1.04	%		24,192		49		.81	%		26,463		33		.51	%
	9,748		82		3.38	%		8,395		74		3.54	%		7,449		67		3.59	%
	324,016	$	2,728		3.35	%		321,093	$	2,572		3.22	%		312,436	$	2,432		3.10	%
	46,286							45,323							46,554
	$370,302						$	366,416						$	358,990



	$62,157	$	47		.30	%	$	63,921	$	36		.23	%	$	72,442	$	35		.20	%
	57,513		17		.12	%		56,797		14		.10	%		52,218		10		.08	%
	42,128		47		.45	%		39,095		41		.42	%		28,131		27		.39	%
	17,214		32		.73	%		17,058		29		.69	%		19,056		32		.66	%
	179,012		143		.32	%		176,871		120		.28	%		171,847		104		.24	%

	20,405		63		1.23	%		20,416		56		1.09	%		18,716		38		.80	%
	24,817		125		2.00	%		22,992		107		1.85	%		22,375		92		1.62	%
	6,607		61		3.66	%		7,102		62		3.49	%		8,336		68		3.26	%
	5,695		24		1.67	%		4,432		15		1.36	%		4,206		14		1.39	%
	57,524		273		1.89	%		54,942		240		1.74	%		53,633		212		1.57	%
	236,536		416		.70	%		231,813		360		.62	%		225,480		316		.56	%

	77,375							78,050							75,775
	10,432							10,081							11,390
	45,959							46,472							46,345
	$370,302						$	366,416						$	358,990
					2.65	%						2.60	%						2.54	%
					.19							.17							.16
		$	2,312		2.84	%			$	2,212		2.77	%			$	2,116		2.70	%

(b)	Loan fees for the three months ended June 30, 2017, March 31, 2017 and June 30, 2016 were $30 million, $24 million and $34 million, respectively. Loan fees for the six months ended June 30, 2017 and June 30, 2016 were $54 million and $60 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. The taxable-equivalent adjustments to net interest income for the three months ended June 30, 2017, March 31, 2017, and June 30, 2016 were $54 million, $52 million, and $48 million, respectively. The taxable-equivalent adjustments to net interest income for the six months ended June 30, 2017 and June 30, 2016 were $106 million and $96 million, respectively.

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

R ECONCILIATION O F T AXABLE -E QUIVALENT N ET I NTEREST I NCOME (N ON -GAAP) (a)


	Six months ended				Three months ended
In millions	June 30 2017		June 30 2016		June 30 2017		March 31 2017		June 30 2016
Net interest income (GAAP)	$	4,418	$	4,166	$	2,258	$	2,160	$	2,068
Taxable-equivalent adjustments		106		96		54		52		48
Net interest income (Non-GAAP)	$	4,524	$	4,262	$	2,312	$	2,212	$	2,116

(a)

The interest income earned on certain earning assets is completely or partially exempt from federal income tax. 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.

T RANSITIONAL B ASEL III A ND P RO F ORMA F ULLY P HASED - IN B ASEL III C OMMON E QUITY T IER 1 C APITAL R ATIOS (N ON -G AAP ) – 2016 P ERIODS


	2016 Transitional Basel III (a)						Pro forma Fully Phased-In Basel III (Non-GAAP) (estimated) (b) (c)
Dollars in millions	December 31 2016			June 30 2016			December 31 2016			June 30 2016
Common stock, related surplus and retained earnings, net of treasury stock	$	41,987		$	41,367		$	41,987		$	41,367
Less regulatory capital adjustments:
Goodwill and disallowed intangibles, net of deferred tax liabilities		(8,974	)		(9,008	)		(9,073	)		(9,124	)
Basel III total threshold deductions		(762	)		(710	)		(1,469	)		(1,185	)
Accumulated other comprehensive income (d)		(238	)		172			(396	)		286
All other adjustments		(214	)		(158	)		(221	)		(165	)
Basel III Common equity Tier 1 capital	$	31,799		$	31,663		$	30,828		$	31,179
Basel III standardized approach risk-weighted assets (e)	$	300,533		$	297,724		$	308,517		$	305,918
Basel III advanced approaches risk-weighted assets (f)		N/A			N/A		$	277,896		$	278,863
Basel III Common equity Tier 1 capital ratio		10.6	%		10.6	%		10.0	%		10.2	%
Risk weight and associated rules utilized		Standardized (with 2016 transition adjustments)						Standardized

(a)	Calculated using the regulatory capital methodology applicable to us during 2016.

(b)	PNC utilizes the pro forma fully phased-in Basel III capital ratios, to assess its capital position (without the benefit of phase-ins), as these ratios represent the regulatory capital standards that will ultimately be applicable to PNC under the final Basel III rules.

(c)

Basel III capital ratios and estimates may be impacted by additional regulatory guidance and, in the case of those ratios calculated using the advanced approaches, may be subject to variability based on the ongoing evolution, validation and regulatory approval of PNC’s models that are integral to the calculation of advanced approaches risk-weighted assets as PNC moves through the parallel run process.

(d)	Represents net adjustments related to accumulated other comprehensive income for securities currently and previously held as available for sale, as well as pension and other postretirement plans.

(e)	Basel III standardized approach risk-weighted assets are based on the Basel III standardized approach rules and include credit and market risk-weighted assets.

(f)

Basel III advanced approaches risk-weighted assets are based on the Basel III advanced approaches rules, and include credit, market and operational risk-weighted assets. During the parallel run qualification phase PNC has refined the data, models and internal processes used as part of the advanced approaches for determining risk-weighted assets. We anticipate additional refinements may result in increases or decreases to this estimate through the parallel run qualification phase.

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See the information set forth in Note 12 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 in our risk factors from those previously disclosed in PNC’s 2016 Form 10-K in response to Part I, Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Details of our repurchases of PNC common stock during the second quarter of 2017 are included in the following table:


2017 period In thousands, except per share data	Total shares purchased (a)		Average price paid per share		Total shares purchased as part of publicly announced programs (b)		Maximum number of shares that may yet be purchased under the programs (b)
April 1 – 30		1,696	$	118.87		1,691		52,560
May 1 – 31		1,920	$	120.65		1,920		50,640
June 1 – 30		2,095	$	121.94		2,095		48,545
Total		5,711	$	120.60

(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. Note 11 Employee Benefit Plans and Note 12 Stock Based Compensation Plans in the Notes To Consolidated Financial Statements of our 2016 Annual Report on Form 10-K include additional information regarding our employee benefit and equity compensation plans that use PNC common stock.

(b)

On March 11, 2015, we announced that 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 April 1, 2015. Repurchases are made in open market or privately negotiated transactions and the timing and exact amount of common stock repurchases will depend 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. In June 2016, we announced share repurchase programs of up to $2.0 billion for the four quarter period beginning with the third quarter of 2016, including repurchases of up to $200 million related to employee benefit plans. In January 2017, we announced a $300 million increase in our share repurchase programs for this period. In the second quarter of 2017, in accordance with PNC’s 2016 capital plan and under the share repurchase authorization in effect during that period, we repurchased 5.7 million shares of common stock on the open market, with an average price of $120.60 per share and an aggregate repurchase price of $.7 billion. See the Liquidity and Capital Management portion of the Risk Management section in the Financial Review portion of this Report for more information on the share repurchase authorization for the period July 1, 2016 through June 30, 2017 included in the 2016 capital plan accepted by the Federal Reserve.

ITEM 6. EXHIBITS

The following exhibit index lists Exhibits filed, or in the case of Exhibits 32.1 and 32.2 furnished, with this Quarterly Report on Form 10-Q:

E XHIBIT I NDEX


10.56		2017 Form of Performance Restricted Share Units Award Agreement

10.57		2017 Form of Incentive Performance Units Award Agreement

10.58		2017 Form of Performance Restricted Share Units Award Agreement – Senior Leaders Program (Section 16 Executives)

10.59		2017 Form of Cash-Payable Incentive Performance Units Award Agreement

12.1		Computation of Ratio of Earnings to Fixed Charges

12.2		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101		Interactive Data File (XBRL)

You can obtain copies of these Exhibits electronically at the SEC’s website at www.sec.gov or by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549 at prescribed rates. 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. The interactive data file (XBRL) exhibit is only available electronically.

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

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

888-762-2265

Stock Listing

The common stock of The PNC Financial Services Group, Inc. is listed on the New York Stock Exchange under the symbol “PNC”.

Internet Information

Our financial reports and information about our 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. When warranted, we will also use our website to expedite public access to time-critical information regarding PNC in advance of distribution of a press release or a filing with the SEC disclosing the same information. For earnings and other conference calls or events, we generally include in our posted materials a cautionary statement regarding forward-looking and adjusted information and we provide GAAP reconciliations when we refer to adjusted information and results. Where applicable, we provide GAAP reconciliations for such additional information in materials for that event or in materials for other prior investor presentations or in our annual, quarterly or current reports.

We are required periodically 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. 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 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 communications from our chairman to shareholders, as well as our corporate social responsibility activities under “About Us – Corporate Responsibility.”

Where we have included web addresses in this Report, such as our web address and the web address of the SEC, we have included those web 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 Securities Exchange Act of 1934 (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 Shareholder Services at 800-982-7652 or via the online contact form at www.computershare.com/contactus for copies without exhibits, and by contacting Shareholder Relations at 800-843-2206 or via email at investor.relations@pnc.com for copies of exhibits, including financial statement and schedule exhibits where applicable. The interactive data file (XBRL) exhibit is only available electronically.

Corporate Governance at PNC

Information about our Board of Directors and its committees and corporate governance at PNC is available on our corporate website at www.pnc.com/corporategovernance including our PNC Code of Business Conduct and Ethics. In addition, any future amendments to, or waivers from, a provision of the PNC Code of Business Conduct and Ethics that applies to 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,

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

Nominating and Governance, Personnel and Compensation, or Risk Committees (all of which are posted on the PNC corporate website) may do so by sending their requests to our Corporate Secretary at corporate headquarters at the above address. Copies will be provided without charge to shareholders.

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 Diane Zappas, Vice President, Corporate Communications, at 412-762-4550 or via email at corporate.communications@pnc.com.

Common Stock Prices/Dividends Declared

The table below sets forth by quarter the range of high and low sale and quarter-end closing prices for our common stock and the cash dividends declared per common share.


	High		Low		Close		Cash Dividends Declared (a)
2017 Quarter
First	$	131.83	$	113.66	$	120.24	$	.55
Second	$	128.25	$	115.45	$	124.87		.55
Total							$	1.10
2016 Quarter
First	$	94.26	$	77.67	$	84.57	$	.51
Second	$	90.85	$	77.40	$	81.39		.51
Third	$	91.39	$	77.86	$	90.09		.55
Fourth	$	118.57	$	87.34	$	116.96		.55
Total							$	2.12

(a)	Our Board approved a third quarter 2017 cash dividend of $.75 per common share, which is payable on August 5, 2017.

Dividend Policy

Holders of PNC common stock are entitled to receive dividends when declared by the 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 have been paid or declared and set apart for payment. The Board 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 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 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 2016 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 Trust Company, N.A.

250 Royall Street

Canton, MA 02021

800-982-7652

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, 2017 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)

The PNC Financial Services Group, Inc. – Form 10-Q 87


A.	GRANT AND ACCEPTANCE OF PRSUs

	GRANTEE:	[Name]

	GRANT DATE:	February 16, 2017

	AWARD:	[# Shares] Performance restricted share units (“ PRSUs ”), 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.


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	The Award is divided into four approximately equal portions that will satisfy the service-based vesting requirements ratably over four years (each portion, a “ Tranche ”) on four “ Scheduled Vesting Dates ”, as follows: • the service-based vesting requirement for the first Tranche will be satisfied on the 1 ^st anniversary of the Grant Date, • the service-based vesting requirement for the second Tranche will be satisfied on the 2 ^nd anniversary of the Grant Date, • the service-based vesting requirement for the third Tranche will be satisfied on the 3 ^rd anniversary of the Grant Date, and • the service-based vesting requirement for the fourth Tranche will be satisfied on the 4 ^th anniversary of the Grant Date; in each case, provided you remain continuously employed by PNC through and including the date immediately prior to the applicable Scheduled Vesting Date (or such earlier date as prescribed by Section B.2 below).

	PERFORMANCE- BASED VESTING REQUIREMENTS	Provided the service-based vesting requirements have been met, each Tranche will vest on the applicable Scheduled Vesting Date upon the achievement of the performance goals 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 until the Scheduled Vesting Date(s), 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 until the Scheduled Vesting Date(s), 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 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 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 until the Scheduled Vesting Date(s), 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 a Scheduled 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 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 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 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 Scheduled Vesting Date, you will not have satisfied the service-based vesting requirements and the outstanding unvested portion of the Award will be forfeited and cancelled without payment of any consideration by PNC 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 date that the Award has become vested, 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 (without payment of any consideration by PNC) all or a specified portion of the outstanding unvested 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.

C.3	FORFEITURE UPON FAILURE TO SATISFY PERFORMANCE CONDITIONS	If the Annual Tier 1 Risk-Based Performance Factor (as defined in Appendix C ) is not met, as determined by the Committee, with respect to a Tranche or the Annual Risk Review Performance Factor (as defined in Appendix C ) is determined by the Committee to be 0.00%, that Tranche will be forfeited and cancelled without payment of any consideration by PNC as of the date of such determination. Upon such forfeiture or cancellation, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the portion of the Award that relates to that Tranche under this Agreement.

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 ) 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 Payout Share Units, and such Payout Share Units 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 PRSUs 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 Payout Share Units underlying such Tranche 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 (i) the applicable Scheduled Vesting Date (and no later than March 15 ^th following the year the Award becomes fully vested), or (ii) your date of death, if your date of death is prior to the applicable Scheduled Vesting Date (and no later than December 31 ^st 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 Payout Share Units 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 Payout Share Units 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 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.


		All performance metrics, including any adjustments, will be determined on the basis of PNC’s internal financial information as of the date immediately prior to the date the Committee certifies the performance metrics and only where such amounts can be reasonably determined.

2.	Corporate Performance Factor	The “ Annual Corporate Performance Factor ” means 100.00%, plus or minus PNC’s one-year total shareholder return (TSR) for the year to which the Tranche relates. For this Award, TSR is the total shareholder return ( i.e. , price change plus reinvestment of dividends) on a share of PNC Common Stock for the applicable calendar year, assuming an investment on the first day of the year is held through the last day of the applicable year based on the closing price on the last trading day of the preceding year and on the last trading day of the applicable year, respectively. PNC will present information to the Committee with respect to PNC’s level of TSR Performance for a given performance year following the end of that calendar year. The process of certification of the level of PNC’s TSR Performance with respect to a given performance year will generally occur in late January or early February after the applicable year end date. Calculation. Except as set forth in paragraph 6 below, the Annual Corporate Performance Factor for a Tranche will be 100.00% plus or minus (as applicable) the positive or negative TSR performance of PNC for the year that relates to that Tranche, up to a maximum of 25 percentage points in either direction (i.e., it will range between 75.00% and 125.00% of the number of outstanding PRSUs in a Tranche). The Annual Corporate Performance Factor will be calculated to two places to the right of the decimal, rounded to the nearest .01.

3.	1 ^st Risk Performance Factor	The “ Annual Tier 1 Risk-Based Performance Factor ” for a Tranche means either (x) 100.00% if, as of the applicable performance measurement date for that Tranche, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC, or (y) 0.00%, if PNC has not met or exceeded such required ratio.


		Determination of Risk Performance Metric . As soon as practicable after the applicable performance measurement date, PNC will present information to the Committee with respect to (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC and (2) the applicable Tier 1 risk-based capital ratio achieved by PNC with respect to the Tranche based on PNC’s publicly reported financial results for the period ending on the applicable year-end date (or other performance measurement date). Except as otherwise provided in paragraph 6 below 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 the applicable performance year-end. The Annual Tier 1 Risk-Based Performance Factor applies separately to each Tranche, and if this performance condition is not met, that Tranche is forfeited as set forth in Section C.3.

4.	2 ^nd Risk Performance Factor	The ROEC-related risk metric serves as a trigger to determine whether or not a risk performance review and potential downward adjustment by the Committee is required. Independent from the ROEC-related risk metric, the Committee also has the discretion to conduct a risk performance review. Any determination to conduct a risk performance review will be made shortly after the close of the applicable year, but no later than the 45 ^th day following the close of such year. The “ROEC hurdle” for a given risk performance year is the risk performance hurdle specified by the Committee (no later than March 30th of that performance year) for purposes of comparison of ROEC to such hurdle. The hurdle is related to PNC’s cost of capital, and is set at a level at which the Committee believes ROEC performance below that level for the year could be an indication of a possibly inappropriate level of risk and therefore warrant a risk performance review by the Committee.


		• acquisition costs and merger integration costs; • any costs or expense arising from specified Visa litigation (including Visa-litigation-related expenses/charges recorded for obligations to Visa with respect to the costs of specified litigation or the gains/reversal of expense recognized in connection with such obligations) and any other gains recognized on the redemption or sale of Visa shares as applicable; • acceleration of the accretion of any remaining issuance discount in connection with the redemption of any preferred stock, and any other charges or benefits related to the redemption of trust preferred or other preferred securities; and • the net impact on PNC of significant gains or losses related to BlackRock transactions. Unless otherwise determined by the Committee, “economic capital” means total economic capital for PNC on a consolidated basis as that term is used by PNC for its internal measurement purposes, and average economic capital for the applicable calendar year will mean such average economic capital as calculated by PNC for internal purposes. For the 2017 performance year, the Committee-approved ROEC hurdle level is related to PNC’s cost of capital and is set at 7.97%.

5.	Prospective Adjustments; Committee Determinations	The Committee may make prospective adjustments to the Award to the extent such adjustments would not cause the loss of a deduction under Code Section 162(m). 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.

6.	Determination of Performance Factors 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 any Scheduled Vesting Date(s), then all performance-based vesting requirements


				will be met with respect to the outstanding unvested portion of your Award, and such portion will payable based on 100% performance for the Annual Corporate Performance Factor, the Annual Tier 1 Risk-Based Performance Factor and the Annual Risk Review Performance Factor (unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, 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 Annual Corporate and Risk Performance Factors 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 performance-adjusted, as follows: • For the Annual Corporate Performance Factor, based on 100% performance for each Tranche. • For the Annual Tier 1 Risk-Based Performance Factor, by determining the Annual Tier 1 Risk-Based Performance Factor using 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) as the applicable “performance measurement date” for each outstanding Tranche. • For the Annual Risk Review Performance Factor, based on the last Annual Risk Review Performance Factor applicable prior to the Change of Control (or, if none, then 100.00%) for each Tranche. For the avoidance of doubt: • If the Annual Tier 1 Risk-Based Performance Factor was not met as of the applicable quarter-end performance measurement date, or if the Annual Risk Review Performance Factor was 0.00%, the Award will be forfeited by you as of the Change of Control.


		• Tranches 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. • If a Change of Control occurs after your death, and the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, such Tranche will vest based on actual performance as determined by the Committee if such Committee determination was made as of the date immediately preceding the date of the Change of Control. If no Committee determination was made as of the date immediately preceding the Change of Control, then the Annual Corporate Performance Factor, the Annual Tier 1 Risk-Based Performance Factor and the Annual Risk Review Performance Factor for such Tranche will be determined as set forth in this “Change of Control” subparagraph.

7.	Determination of Payout Share Units	“ Payout Share Units ” means the performance-adjusted number of PRSUs in a Tranche that are eligible to vest. With respect to each Tranche, the calculation of Payout Share Units is determined as follows (with all percentages rounded to the nearest .01): • The Annual Corporate Performance Factor is first determined for the performance year related to that Tranche (ranging from 0.00% to 125.00%). • The Annual Tier 1 Risk-Based Performance Factor for that same Tranche (either 0.00% or 100%) is then applied to the Annual Corporate Performance Factor. • If the Annual Tier 1 Risk-Based Performance Factor is 0.00%, the award is forfeited and cancelled as set forth in Section C.3. • If the Annual Tier 1 Risk-Based Performance Factor is 100.00%, then the Annual Risk Review Performance Factor will be applied to the Tranche. • The Annual Risk Review Performance Factor for that same Tranche (ranging from 0.00% to 100.00%) is then applied to the Annual Corporate


A.	GRANT AND ACCEPTANCE OF IPUs

	GRANTEE:	[Name]

	GRANT DATE:	February 16, 2017

	AWARD:	Incentive performance-based share units (“ IPUs ”), each representing a right to receive one Share, and related Dividend Equivalents, payable in cash. Any IPUs earned above the target amount set forth below (and all related Dividend Equivalents) will be payable in cash.

	TARGET:	[# Shares] IPUs and related Dividend Equivalents

	PERFORMANCE PERIOD:	January 1, 2017–December 31, 2019 (other than limited exceptions in the event of death or a Change of Control, as described in Appendix C ).

	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 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 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 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 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 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 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 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 outstanding unvested portion of the Award will be forfeited and cancelled without payment of any consideration by PNC 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 date that the Award has become vested, 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 (without payment of any consideration by PNC) all or a specified portion of the outstanding unvested 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.

C.3	FORFEITURE UPON FAILURE TO SATISFY PERFORMANCE CONDITIONS	If the Overall Performance Factor (as defined in Appendix C ) is determined by the Committee to be 0.00%, the Award will be forfeited and cancelled without payment of any consideration by PNC as of the date of such determination. Upon such forfeiture or cancellation, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the portion of the Award that relates to the Award under this Agreement.

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 IPUs 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 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) in the event of your death, December 31st following the year of 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, vested Payout Share Units 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 up to and including the target number of IPUs specified in Section A (as adjusted for capital adjustments pursuant to Section 2 of Appendix A, if any), less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A , and • with respect to any remaining vested Payout Share Units that exceed the target number of IPUs specified in Section A, a cash payment equal to the number of such remaining vested Payout Share Units multiplied by the then current Fair Market Value of a share of Common Stock on the Final Award Date.


		(c) Committee Negative Discretion . Once the Annual EPS Growth Performance Factor for a given Performance Year has been determined, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a Change of Control Coverage Period, as defined in paragraph 11, or after the occurrence of a Change of Control) but may not increase such percentage. (d) Peer Group . The Peer Group is determined by the Committee and may be reset by the Committee annually but no later than the 90th day of that year. • EPS growth performance measurements for a Performance Year will be made with respect to the members of the Peer Group as they exist on the last day of that Performance Year taking into account name changes and the elimination from the Peer Group of any members since the beginning of the year (e.g., due to consolidation or merger). Unless and until reset prospectively by the Committee, the Peer Group will consist of the following members: • PNC; BB&T Corporation; Bank of America Corporation; Capital One Financial Corporation; Fifth Third Bancorp; JPMorgan Chase & Co.; KeyCorp; M&T Bank Corporation; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; and Wells Fargo & Company.

3.	2 ^nd Corporate Performance Factor	(a) ROCE Generally. The Award is subject to a second corporate performance factor that relates to the publicly-reported return on average common shareholders’ equity of PNC for a given Performance Year, as adjusted, on an after-tax basis, for the impact of the items set forth in paragraph 6, as applicable to ROCE (“ ROCE ”). (b) Calculating Annual ROCE-Related Performance Facto r. ROCE for a given Performance Year is compared to the applicable Committee-specified ROCE hurdle measured in each of the Performance Years. The Committee will establish the ROCE hurdle with respect to a Performance Year no later than March 30 ^th of that Performance Year. For the 2017 Performance Year, the ROCE hurdle as approved by the Committee is related to PNC’s cost of common equity and is set at 7.66%.


		The “ Annual ROCE-Related Performance Factor ” is generated using the table set forth in Exhibit 2 to this Appendix C by measuring the level of PNC’s ROCE performance for a given Performance Year and comparing this amount to the Committee-specified ROCE hurdle level for that calendar year. (ROCE performance, expressed as a percentage of the applicable ROCE hurdle level, is rounded to the nearest one-hundredth.) The Annual ROCE-Related Performance Factor will be the applicable payout percentage in the table, interpolating the percentages for performance between the points indicated on the table and adjusted as indicated in the footnotes to that table, then rounded to the nearest one-hundredth. The Annual ROCE-Related Performance Factor will range from 0.00% – 125.00%. (c) Committee Negative Discretion . Once the Annual ROCE-Related Performance Factor for a given Performance Year has been determined, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a Change of Control Coverage Period or after the occurrence of a Change of Control) but may not increase it.

4.	1 ^st Risk Performance Factor	(a) Tier 1 Risk-Based Performance Generally . The Award is subject to an annual risk performance factor based on whether, as of the last day of a given Performance Year, PNC has met or exceeded the Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC. (b) Determination of Annual Tier 1 Risk-Based Performance Factor . For each Performance Year, as soon as practicable after the applicable performance measurement date, PNC will present information to the Committee reflecting (1) the minimum specified Tier 1 risk-based capital ratio PNC is required to achieve in order to meet the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC as compared to (2) the applicable Tier 1 risk-based capital 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 otherwise provided in paragraph 10 below, 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 the applicable performance year-end.

		The “ Annual Tier 1 Risk-Based Performance Factor ” for a Performance Year means either (x) 100.00% if, as of the applicable performance measurement date for that Performance Year, PNC has met or exceeded the required Tier 1 risk-based capital ratio established by PNC’s primary Federal bank holding company regulator for well-capitalized institutions as then in effect and applicable to PNC, or (y) 0.00%, if PNC has not met or exceeded such required ratio. The Annual Tier 1 Risk-Based Performance Factor applies separately to each Performance Year.

5.	2 ^nd Risk Performance Factor	(a) ROEC Generally . The Award is subject to a second annual risk performance factor based on PNC’s return on economic capital (“ROEC”), as defined below, relative to the “ROEC hurdle,” as defined below, for a given Performance Year. • The ROEC-related risk metric serves as a trigger to determine whether or not a risk performance review and potential downward adjustment by the Committee is required for a given Performance Year. • Independent from the ROEC-related risk metric, the Committee also has the discretion to conduct a risk performance review. • Any determination to conduct a risk performance review will be made shortly after the close of the applicable year, but no later than the 45 ^th day following the close of such year. “ROEC” for a given Performance Year will be calculated as earnings for the applicable performance year, divided by average economic capital for the same calendar year, calculated to two places to the right of the decimal, rounded to the nearest hundredth, where:



		The Annual Risk Review Performance Factor for a given Performance Year may range from 0.00% to 100.00% (where a factor less than 100.00% reflects a downward adjustment for risk performance). For the 2017 performance year, the Committee-approved ROEC hurdle level is related to PNC’s cost of capital and is set at 7.97%.

6.	Adjustments to Performance Factors	For purposes of measuring EPS growth performance for PNC and the members of the Peer Group under paragraph 2, measuring PNC’s ROCE (return on average common shareholders’ equity) under paragraph 3, and measuring PNC’s ROEC (return on economic capital) under paragraph 5, 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, where applicable for purposes of the EPS growth metric, during the prior year comparison period for a given year: • items resulting from a change in tax law; • discontinued operations (as such term is used under GAAP); • acquisition costs and merger integration costs; • any costs or expense arising from specified Visa litigation (including Visa-litigation-related expenses/charges recorded for obligations to Visa with respect to the costs of specified litigation or the gains/reversal of expense recognized in connection with such obligations) and any other gains recognized on the redemption or sale of Visa shares as applicable; • acceleration of the accretion of any remaining issuance discount in connection with the redemption of any preferred stock, and any other charges or benefits related to the redemption of trust preferred or other preferred securities; • and, in PNC’s case, the net impact on PNC of significant gains or losses related to BlackRock transactions.



		In the case of the relative EPS growth metric, there will be an additional adjustment for the impact of any stock splits (whether in the form of a stock split or a stock dividend). In the case of the ROCE performance metric, there will be an additional adjustment for the impact of any goodwill. After-tax adjustments for PNC and, where applicable, the Peer Group (or members of the Peer Group) will be calculated using the same methodology for making such adjustments on an after-tax basis. The Committee may also take into account other adjustments applied on a consistent basis but only if the effect of such adjustment or adjustments would be to reduce the maximum Payout Share Units amounts prior to making its Final Award payout determinations.

7.	Negative Discretion	The Committee may exercise negative discretion with respect to the Award and may determine, in light of PNC or individual performance or other factors as the Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee will not award you the full maximum Payout Share Units eligible for authorization. • The Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. • The Committee will have no discretion to reduce the 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 reduce your calculated maximum Payout Share Units under these circumstances.

8.	Committee Certification of Annual Performance;	The process of certification of the level of PNC’s performance by the Committee with respect to the Performance Period will generally occur in late January or early February after the applicable year-end date.



	Prospective Adjustments; Committee Discretion	The Committee may make prospective adjustments to the Award to the extent such adjustments would not cause the loss of a deduction under Section 162(m) of the Internal Revenue Code. 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.

9.	Calculation of Payout Share Units and Determination of Final Award	(a) Determination of Annual Performance Factors and Overall Performance Factor. The Annual Performance Factors and Overall Performance Factor are determined as follows (subject to the provisions of paragraph 10 below in the event of your death or a Change of Control): 1. First, the Annual EPS Growth Performance Factor and the Annual ROCE-Related Performance Factor are averaged for a given Performance Year to generate an “ Annual Corporate Performance Factor ” for that Performance Year, which is the maximum “Annual Performance Factor” for a given Performance Year (not to exceed 125.00%). 2. Next, the Annual Tier 1 Risk-Based Performance Factor (either 0.00% or 100%) is then applied to the Annual Corporate Performance Factor. a. If the applicable Annual Tier 1 Risk-Based Performance Factor is 100.00%, then the Annual Risk Review Performance Factor for the same Performance Year (ranging from 0.00% to 100.00%) will be applied for that Performance Year. b. If the Annual Tier 1 Risk-Based Performance Factor, the overall Annual Performance Factor (defined below) for that Performance Year is 0.00%. 3. The Annual Risk Review Performance Factor for that Performance Year (ranging from 0.00% to 100.00%) is then applied to the revised Annual Corporate Performance Factor to generate the overall “ Annual Performance Factor ” for the given Performance Year (rounded to the nearest one-hundredth and ranging from 0.00% to 125.00%).



		using a 100% Corporate Performance Factor, subject to the Annual Tier 1 Risk-Based Performance Factor but which is measured as of the last quarter-end prior to the Change of Control date (or, if the Change of Control occurs on a quarter-end date and if such information is available with respect to and applicable for such date, on the Change of Control date). (c) Determination of Payout Share Units following a Change of Control . The calculated maximum Payout Share Units are determined by adding together the number of IPUs in the Pre-COC Tranche and the number of IPUs in the Post-COC Tranche upon application of the applicable Performance Factors. The amount of Payout Share Units is rounded down to the nearest whole share unit. The Committee does not have discretion to increase or decrease this calculated potential award amount.

11.	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.


Relative EPS Growth Corporate Performance Measure
Peer Group Position (with respect to Covered Period EPS Growth Performance)		Unadjusted Payout Percentage *
Maximum	#1		125.00	%
	#2		125.00	%
	#3		125.00	%
	#4		120.00	%
	#5		115.00	%
	#6		105.00	%
	#7		95.00	%
	#8		80.00	%
	#9		60.00	%
	#10		40.00	%
Minimum	#11		0.00	%
	#12		0.00	%


ROCE-Related Corporate Performance Measure
PNC’s Return on Average Common Shareholders’ Equity (as a % of the Committee-Specified ROCE Hurdle)		Payout Percentage *
Maximum	110.00% or greater		125.00	%
	105.00%		100.00	%
	100.00%		75.00	%
	75.00%		50.00	%
Minimum	50.00% or less		0.00	%


				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 (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 until the Scheduled Vesting Date(s), 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 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 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 until the Scheduled Vesting Date(s), 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 a Scheduled 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 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


		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 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 Scheduled Vesting Date, you will not have satisfied the service-based vesting requirements and the outstanding unvested portion of the Award will be forfeited and cancelled without payment of any consideration by PNC 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 date that the Award has become vested, 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 (without payment of any consideration by PNC) all or a specified portion of the outstanding unvested 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.

C.3	FORFEITURE UPON FAILURE TO SATISFY PERFORMANCE CONDITIONS	If the Annual Risk Review Performance Factor (as defined in Appendix C ) is determined by the Committee to be 0.00%, that Tranche will be forfeited and cancelled without payment of any consideration by PNC as of the date of such determination. Upon such forfeiture or cancellation, neither you nor your successors, heirs, assigns or legal representatives will have any further rights or interest in the portion of the Award that relates to that Tranche under this Agreement.

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 ) 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 Payout Share Units, and such Payout Share Units 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 PRSUs 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 Payout Share Units underlying such Tranche 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 (i) the applicable Scheduled Vesting Date (and no later than March 15 ^th following the year the Award becomes fully vested), or (ii) your date of death, if your date of death is prior to the applicable Scheduled Vesting Date (and no later than December 31 ^st 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 Payout Share Units 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 Payout Share Units less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A .


4.	Determination of Performance Factors 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 any Scheduled Vesting Date(s), then all performance-based vesting requirements will be met with respect to the outstanding unvested portion of your Award, and such portion will payable based on 100% performance for the Annual Risk Review Performance Factor (unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, 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 Annual Risk Review Performance Factor 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 Annual Risk Review Performance Factors have been determined at the time of a Change of Control will be performance-adjusted based on the last Annual Risk Review Performance Factor applicable prior to the Change of Control (or, if none, then 100.00%) for each Tranche, effective as of the day immediately preceding the date of the Change of Control. For the avoidance of doubt: • If the Annual Risk Review Performance Factor was 0.00%, the Award will be forfeited by you as of the Change of Control. • Tranches 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. • If a Change of Control occurs after your death, and


		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 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 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 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 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 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 .