~~Related person transactions policies~~Code of Business Conduct and ~~procedures~~Ethics

~~Related person transactions policy.~~In 2011, we adopted a new policy for the consideration and approval of related person transactions. This policy was most recently amended on August 14, 2013. This policy provides guidance on the framework for reviewing, approving, or ratifying related person transactions, and establishes our Presiding Director as the individual who decides how transactions should be evaluated. In general, a potential related person transaction that involves a director would be reviewed by our Nominating and Governance Committee, as the transaction could also impact independence. A transaction involving an executive officer would generally be reviewed by the Audit Committee. Under this policy, our Audit Committee will receive reports of approved related person transactions, and the Board will also receive reports on transactions.

Under the policy, a permitted related person transaction must be considered in, or not inconsistent with, the best interest of PNC and its shareholders. A related person transaction is generally any transaction in which PNC or its subsidiaries is or may be a party, in which the amount involved exceeds $120,000, and a director (or nominee), executive officer, or family member may be deemed to have a direct or indirect material interest.

PNC has a contract to purchase carpeting from Interface Americas. The sister-in-law of Gregory Jordan, an executive officer, is employed by Interface and serves as the sales representative on the PNC account. The relationship existed for many years before Mr. Jordan joined PNC in 2013. The contract was not negotiated with Mr. Jordan’s sister-in-law; however, she does receive commissions on purchases of carpeting from Interface by PNC. PNC is not involved in the determination of the amount of her commission and understands that it is based on customary terms. In 2013, PNC purchased carpet in an aggregate amount of $5.8 million from Interface.

•	Extensions of credit to covered individuals or entities be made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with those who are not covered. For credit extensions under a benefit or compensatory program widely available to all employees, we may not give preference to any covered individual.

•	~~The covered extension of credit be made following credit underwriting procedures no less stringent than those prevailing at the time for comparable transactions with non-covered~~ individuals or entities. The extension of credit may not involve more than the normal risk of repayment or present other unfavorable features.

•

The amount of covered extensions of credit do not exceed individual and aggregate lending limits, depending on the identity of the borrower and the nature of the loan.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~ 31

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Our subsidiary bank, PNC Bank, National Association, ~~designates~~has a Regulation O Credit Officer to review extensions of credit to determine our compliance with these policies. If an extension of credit would result in an aggregate credit extension of more than $500,000, the bank’s Board of Directors must approve it. The bank’s Board of Directors receives a report of all extensions of credit made to executive officers under Regulation O.

All loans to directors, ~~and~~ executive officers, and related interests outstanding during ~~2013:~~2016:

•	~~complied with our Regulation O policies and procedures;~~

•	~~were made in the ordinary course of business;~~

•	~~were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PNC; and~~

•	~~did not involve more than the normal risk of collectability or present other unfavorable features.~~

complied with our Regulation O policies and procedures;

were made in the ordinary course of business;

were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PNC; and

did not involve more than the normal risk of collectability or present other unfavorable features.

Family relationships

No family relationship exists between any of our directors or executive officers and any of our other directors or executive officers. There are family relationships between certain directors and executive officers and some of the approximately ~~54,000~~52,000 PNC employees. These employees participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees.

A ~~brother-in law~~brother-in-law of Gregory Jordan, one of our executive officers, is employed by PNC and had been for many years before Mr. Jordan joined PNC in 2013. He participates in compensation and incentive plans or arrangements on the same basis as similarly situated employees. He does not share a household with Mr. Jordan, is not an executive officer of PNC, and does not report directly to an executive officer of PNC. His compensation paid in 2016 exceeded the $120,000 related person transaction threshold ~~during 2013~~ and as a result was reviewed by the Audit Committee.

A son of Michael Hannon, one of our executive officers, is employed by PNC. He participates in compensation and incentive plans or arrangements on the same basis as similarly situated employees. He does not share a household with Mr. Hannon, is not an executive officer of PNC, and does not report directly to an executive officer of PNC. His compensation paid in 2016 exceeded the $120,000 related person transaction threshold and as a result was reviewed by the Audit Committee.

The daughter of Charles E. Bunch, one of our non-management directors, has been employed by PNC for several years. She participates in compensation and incentive plans or arrangements on the same basis as similarly situated employees. She does not share a household with Mr. Bunch, is not an executive officer of PNC, and does not report directly to an executive officer of PNC. Her compensation paid in 2016 exceeded the $120,000 related person transaction threshold. Her compensation was reviewed by the Nominating and Governance Committee.

Indemnification and advancement of costs

We indemnify directors, officers and, in some cases, employees and agents, against certain liabilities. The covered person may have incurred a liability as a result of service on our behalf or at our request. On behalf of a covered person, we may also advance the costs of certain claims or proceedings. If we advance costs, the person agrees to repay us if it is determined that the person was not entitled to indemnification. The insurance policies we maintain for our directors and executive officers also provide coverage against certain liabilities.

The indemnification provisions, the advancement of costs, and our insurance coverage may provide benefits to our directors and executive officers. During ~~2013,~~2016, we ~~did~~advanced costs on behalf of an executive officer with respect to pending litigation in which neither PNC nor the executive officer was named as a defendant.

THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement 33

RELATED PERSON TRANSACTIONS

Related person transactions policy

Our policy for the review and approval of related person transactions was most recently approved on August 11, 2016. A related person transaction is generally any transaction in which PNC or its subsidiaries is or will be a participant, in which the amount involved exceeds $120,000, and a director (or nominee), executive officer, family member, or any beneficial owner of more than 5% of our common stock, has or will have a direct or indirect material interest.

This policy provides guidance on the framework for reviewing potential related person transactions, and approving, or ratifying related person transactions, and establishes our Presiding Director as the

individual who decides how transactions should be evaluated. In general, a potential related person transaction that involves a director would be reviewed by our Nominating and Governance Committee, as the transaction could also impact independence. A transaction involving an executive officer would generally be reviewed by the Audit Committee. Under this policy, our full Board receives reports on approved, disapproved and ratified transactions. Under the policy, a permitted related person transaction must be considered in, or not ~~advance legal costs~~inconsistent with, the best interest of PNC and its shareholders.

Certain related person transactions

Based on information contained in a Schedule 13G filed with the SEC, BlackRock, Inc. (BlackRock), through certain of its subsidiaries, indicated that it beneficially owned more than 5% of our outstanding shares of common stock as of December 31, 2016 (seeSecurity ownership of certain beneficial owners on page 79). BlackRock is the beneficial owner of our common stock as a result of being a parent company or control person of the subsidiaries disclosed in its Schedule 13G, each of which holds less than 5% of the outstanding shares of common stock.

During 2016, PNC paid BlackRock approximately $6 million for use of BlackRock’s enterprise investment system and related services, which include risk analytics, portfolio management, compliance and operational processing. PNC also paid BlackRock approximately $4 million for securities trading related services, and approximately $1 million for investment advisory and administration services provided to ~~any director~~certain PNC subsidiaries and separate accounts assets for a fee based on assets under management. These transactions were entered into on an arm’s length basis and contain customary terms and conditions.

During 2016, PNC received approximately $8 million in fees from BlackRock for distribution and shareholder servicing activities. These transactions were entered into on an arm’s length basis and contain customary terms and conditions.

PNC may in the ordinary course of business engage in transactions with BlackRock mutual funds, including using the BlackRock funds as treasury management vehicles for PNC’s corporate clients, selling BlackRock investment products to PNC customers or ~~executive officer.~~placing PNC customer funds in BlackRock mutual funds, using BlackRock funds as

an investment vehicle for the PNC 401(k) accounts, providing commercial loan servicing to BlackRock funds, or providing shareholder services to PNC clients who are shareholders of BlackRock mutual funds.

PNC may also make loans to BlackRock or the BlackRock funds. These loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PNC; and do not involve more than the normal risk of collectability.

PNC holds an equity investment of approximately 22% in BlackRock. In connection with this equity investment, PNC has entered into various agreements governing the terms of this relationship. PNC received cash dividends from BlackRock of $331 million during 2016.

Based on information contained in separate Schedule 13G filings with the SEC, Wellington Management Group, LLP and certain subsidiaries (Wellington) and The Vanguard Group (Vanguard) each indicated that it beneficially owned more than 5% of our outstanding shares of common stock as of December 31, 2016 (seeSecurity ownership of certain beneficial ownerson page 79). In the ordinary course of business during 2016, PNC’s Corporate & Institutional Banking business engaged in treasury management and capital markets transactions with Vanguard. These transactions were entered into on an arm’s length basis and contain customary terms and conditions. This business is also a party to several credit facilities with Vanguard and a counterparty clearing line with Wellington. These credit transactions were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for

~~Section 16(a) beneficial ownership reporting compliance~~34 THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement

RELATED PERSON TRANSACTIONS

comparable facilities with persons not related to PNC, and do not involve more than the normal risk of collectability. In addition, PNC’s Asset Management Group includes Vanguard and Wellington funds and Vanguard exchange traded funds in its investment platform. PNC Investments

includes Vanguard funds and exchange traded funds in its investment platform. While PNC investments does not currently include Wellington funds in its platform, it may do so in the ordinary course when evaluating the funds to be included.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires persons who own more than ten percent of a registered class of our equity securities (currently, none) and our directors and executive officers to file with the SEC initial reports of ownership and reports in changes in ownership of any PNC equity

securities. To the best of our knowledge all forms were filed on a timely basis during 2013 except for the following. One of our directors, General Walls, had a late Form 4 filing related to the receipt of phantom stock units under PNC’s director deferred compensation plan on October 1, 2013. The information was not processed on a timely basis. The Form 4 was filed on October 4, 2013, one day after the required filing date. Additionally, Mr. Shepard, one of our directors, received a distribution from a PNC deferred compensation plan on September 30, 2013, but his Form 4 was not processed on a timely basis. The Form 4 was filed on January 8, 2014. Also, on October 25, 2013 we withheld shares to satisfy the tax liability in connection with the vesting of restricted stock for Gregory Kozich, an executive officer, but did not file the Form 4 until March 5, 2014. We also identified a late Form 4 filing from 2012 that was not previously disclosed. Gregory Kozich was granted shares on February 7, 2012, but the Form 4 was not filed until May 24, 2013.2016. In making this statement, we have relied in part on the written representations of our directors and executive officers and on copies of the reports provided to us.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~ 32

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DIRECTOR COMPENSATION

Our Board’s Nominating and Governance Committee reviews all elements of non-employee director compensation, explained below, and makes an annual compensation recommendation to the Board. In addition to annual compensation, the Committee may approve special compensation to a director for extraordinary service. The primary objectives of the Committee’s annual review are to confirm continued alignment with business and

shareholder interests, evaluate the competitiveness of our director compensation program relative to the peer group, and identify and respond to continued changes in director compensation in light of the competitive environment. The Nominating and Governance Committee conducted its annual compensation review for ~~2013~~2016 on April ~~23, 2013.~~

26, 2016.

Mr. ~~Rohr and Mr.~~ Demchak ~~receive~~receives no additional compensation for serving as a PNC director.

The following table describes the components of director compensation in ~~2013:~~2016:


Annual Retainer
Each Director	$	60,000
Presiding Director	$	25,000
*Each director*			$	67,500
*Additional retainer for Presiding Director*			$	30,000
Additional retainer for Chairs of Audit, Risk, and Personnel and Compensation Committees	$	20,000	$	20,000
Additional retainer for Chair of Nominating and Governance Committee	$	15,000	$	15,000
Additional retainer for Chair of Executive Committee	$	10,000	$	10,000
*Additional retainer for Chairs of Special Compliance Committee and Technology Subcommittee*			$	15,000
Meeting Fees (Board)
Each meeting (except for quarterly scheduled telephonic meetings)	$	1,500	$	1,500
Each quarterly scheduled telephonic meeting	$	750	$	1,000
Meeting Fees (Committee/Subcommittee)
First six meetings	$	1,500	$	1,500
All other meetings	$	2,000	$	2,000
Equity-Based Grants
Value of 1,934 deferred stock units awarded as of April 23, 2013	$	129,984
*Value of 1,547 deferred stock units awarded as of April 26, 2016*			$	137,497

Deferred compensation plans.Our non-management directors may choose to defer the compensation they receive from meeting fees and retainers under our Directors Deferred Compensation Plan. Our Outside Directors Deferred Stock Unit Plan, ~~provides~~used for director stock unit grants through 2016, provided for automatic deferrals of

any stock units that we ~~may award from time to time.~~awarded under the plan. For compensation deferred under these plans:

•

The deferred compensation account tracks the price of PNC common stock (the Directors Deferred Compensation Plan allows a director to track an interest rate option instead). Additionally, the accounts are credited with a number of units

THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement 35

DIRECTOR COMPENSATION

		(including fractional shares) that could have been purchased with the equivalent of PNC common stock cash dividends. We do not pay above-market or preferential earnings on any director compensation that is deferred.

•	~~The director may choose the payout date and beneficiary (the stock unit plan does not allow a payout date until retirement or age 72).~~

•	~~The payouts will be made in cash.~~

The director may choose the payout date and beneficiary (under the Outside Directors Deferred Stock Unit Plan, directors may elect payout upon any of the following: retirement, age 72, the earlier of retirement and age 72 or the later of a specified date and retirement).

The payouts will be made in cash.

In November 2016, our Nominating and Governance Committee approved a new deferred stock unit program under the 2016 Incentive Award Plan, for any stock unit grants made to non-management directors beginning in 2017.

Other director benefits.We generally limit the benefits that we provide to our directors, but we regularly provide the following:

•

Charitable matching gifts.We will match a director’s personal gifts to qualifying charities up to a limit of $5,000 a year. Mr. ~~Rohr and Mr.~~ Demchak ~~are~~is only eligible to participate in our employee matching gift program ($2,500 annual limit).

•
•	Insurance policies.We pay for various insurance policies that protect directors and their families from personal loss connected with Board service.

•
•	Benefits related to Board service. We pay for expenses connected with our directors’ Board service, including travel on corporate, private or

commercial aircraft, lodging, meals, and incidentals.

We may also provide other incidental benefits to our directors from time to time, including tickets to cultural, social, sporting or other events and small gifts for holidays, birthdays, or special occasions. We may also provide travel for directors on corporate aircraft for personal purposes in limited circumstances, such as a family emergency or when a seat is available on a previously scheduled flight. We determine the value of these benefits based on the incremental cost to PNC, as described on ~~pages 49 and 50~~page 51 and we include the amount in the “All Other Compensation” column below.

Director stock ownership requirement.Our Board has adopted a common stock purchase guideline for our non-management directors. Under this guideline, each director must own at least 5,000 shares of PNC common stock (including phantom stock units). Until a director meets this ownership level, he or she must purchase or acquire common stock or stock units that equal at least 25% of the annual retainer for that year. A director may satisfy this requirement through open market purchases, or by deferring compensation into stock units under the Directors Deferred Compensation Plan. As of December 31, ~~2013,~~2016, the minimum ownership threshold for directors was valued at ~~$387,900,~~$584,800, and all of our directors serving at that time, other than Marjorie Rodgers Cheshire, who was appointed in October 2014, and Daniel R. Hesse and Michael J. Ward, who were appointed in January 2016, satisfied the ownership guideline.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~ 33

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Director compensation in ~~2013~~2016

For the fiscal year ~~2013,~~2016, we provided the following compensation to our non-employee directors:

					All Other
Director Name	Fees Earned^(a)		Stock Awards^(b)		Compensation^(c)		Total		Fees Earned^(a)		Stock Awards^(b)		All Other Compensation^(c)		Total
Richard O. Berndt	$	132,500	$	129,984	$	26,612	$	289,096
Charles E. Bunch	$	104,000	$	129,984	$	21,612	$	255,596	$	101,500	$	137,497	$	42,754	$	281,751
Paul W. Chellgren	$	139,250	$	129,984	$	101,744	$	370,978
Paul W. Chellgren*									$	47,750		-	$	100,307	$	148,057
Marjorie Rodgers Cheshire									$	127,000	$	137,497	$	16,696	$	281,193
Andrew T. Feldstein	$	35,312	$	-	$	126	$	35,438	$	141,000	$	137,497	$	21,838	$	300,335
Daniel R. Hesse**									$	109,350	$	137,497	$	2,404	$	249,251
Kay Coles James	$	90,500	$	129,984	$	34,062	$	254,546	$	108,000	$	137,497	$	54,783	$	300,280
Richard B. Kelson	$	116,000	$	129,984	$	48,931	$	294,915	$	143,000	$	137,497	$	66,863	$	347,360
Bruce C. Lindsay	$	114,000	$	129,984	$	58,243	$	302,227
Anthony A. Massaro	$	113,000	$	129,984	$	32,047	$	275,031
Anthony A. Massaro*									$	49,250		-	$	34,880	$	84,130
Jane G. Pepper	$	111,500	$	129,984	$	48,196	$	289,680	$	122,000	$	137,497	$	63,790	$	323,287
Donald J. Shepard	$	147,500	$	129,984	$	45,135	$	322,619	$	167,000	$	137,497	$	81,584	$	386,081
Lorene K. Steffes	$	105,000	$	129,984	$	44,116	$	279,100	$	130,000	$	137,497	$	72,866	$	340,363
Dennis F. Strigl	$	128,500	$	129,984	$	60,805	$	319,289	$	135,000	$	137,497	$	99,920	$	372,417
Thomas J. Usher	$	156,000	$	129,984	$	86,168	$	372,152
George H. Walls, Jr.	$	132,500	$	129,984	$	48,220	$	310,704
Helge H. Wehmeier	$	91,000	$	129,984	$	62,949	$	283,933
Thomas J. Usher*									$	59,750		-	$	60,413	$	120,163
Michael J. Ward**									$	94,850	$	137,497	$	2,927	$	235,274
Gregory D. Wasson									$	121,000	$	137,497	$	4,338	$	262,835

*	Mr. Chellgren, Mr. Massaro and Mr. Usher served as directors through April 26, 2016.

**	Mr. Hesse and Mr. Ward were appointed as directors on January 7, 2016.

(a)

This column includes the annual retainers, additional retainers for ~~Chairs~~chairs of standing committees and meeting fees earned for ~~2013.~~2016. The amounts in this column also include the fees voluntarily deferred by the following directors under our Directors Deferred Compensation Plan, a non-qualified defined contribution plan: Paul W. Chellgren ($~~139,250)~~47,750); Marjorie Rodgers

36 THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement

DIRECTOR COMPENSATION

Cheshire ($50,800); Andrew T. Feldstein ($~~30,524)~~141,000); ~~Kay Coles James~~Daniel R. Hesse ($~~22,625); Anthony A. Massaro ($113,000)~~106,945); Jane G. Pepper ($~~27,875)~~122,000); Donald J. Shepard ($~~147,500)~~167,000); Lorene K. Steffes ($~~36,750)~~39,000); ~~Dennis F. Strigl~~Michael J. Ward ($~~128,500)~~92,445); and ~~George H. Walls, Jr.~~Gregory D. Wasson ($~~132,500)~~121,000).

(b)

The dollar values in this column include the grant date fair value, under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, of ~~1,934~~1,547 deferred stock units awarded to each director’s account under our Outside Directors Deferred Stock Unit Plan as of April ~~23, 2013,~~26, 2016, the date of grant. The closing stock price of PNC on the date of grant was ~~$67.21~~$88.88 a share. See Note 1612 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2016 for more information.

As of December 31, 2016, the non-employee directors listed in the table below had outstanding stock units in the following amounts:


Director Name	Stock Units
Charles E. Bunch		19,423
Marjorie Rodgers Cheshire		4,098
Andrew T. Feldstein		9,450
Daniel R. Hesse		1,913
Kay Coles James		24,584
Richard B. Kelson		28,161
Jane G. Pepper		30,805
Donald J. Shepard		37,562
Lorene K. Steffes		31,982
Dennis F. Strigl		32,183
Michael J. Ward		2,604
Gregory D. Wasson		3,358

None of our non-employee directors had any unvested stock awards as of December 31, 2016.

(c)

This column includes income under the Directors Deferred Compensation Plan, the Outside Directors Deferred Stock Unit Plan, and the Mercantile Bankshares Corporation Deferred Compensation Plan (for Mr. Shepard only) as follows: ~~Richard O. Berndt ($21,612);~~ Charles E. Bunch ($~~21,612)~~39,004); Paul W. Chellgren ($~~96,744)~~100,307); Marjorie Rodgers Cheshire ($6,696); Andrew T. Feldstein ($~~126)~~16,838); Daniel R. Hesse ($2,404); Kay Coles James ($~~29,062)~~49,783); Richard B. Kelson ($~~38,931); Bruce C. Lindsay ($53,243)~~61,863); Anthony A. Massaro ($~~32,047)~~34,880); Jane G. Pepper ($~~43,036)~~63,790); Donald J. Shepard ($~~45,135)~~76,584); Lorene K. Steffes ($~~43,366)~~68,666); Dennis F. Strigl ($~~60,805)~~89,920); Thomas J. Usher ($~~81,168)~~55,413); ~~George H. Walls, Jr.~~Michael J. Ward ($~~43,040)~~2,927); and ~~Helge H. Wehmeier~~Gregory D. Wasson ($~~57,949)~~4,338). This column also includes the dollar amount of matching gifts made by us in ~~2013~~2016 to charitable ~~organizations and~~organizations. For two directors, the ~~value of other incidental benefits described above. For one director the 2013~~2016 matching gift amount included above exceeds $5,000 because ~~both a 2012 and 2013~~their director ~~donation~~donations from prior years were matched in ~~2013.~~2016. No director received any incidental benefits. No non-employee director had incremental cost to PNC for personal use of our corporate aircraft in ~~2013.~~2016.

~~As of December 31, 2013, the non-employee directors listed in the table below had outstanding stock units and stock options in the following amounts:~~

Director Name Stock Units Stock Options
Richard O. Berndt 13,702 -
Charles E. Bunch 13,702 -
Paul W. Chellgren 58,795 -
Andrew T. Feldstein 288 -
Kay Coles James 18,214 -
Richard B. Kelson 23,921 -
Bruce C. Lindsay 25,010 -
Anthony A. Massaro 19,939 -
Jane G. Pepper 26,487 4,000
Donald J. Shepard 28,627 -
Lorene K. Steffes 24,752 1,000
Dennis F. Strigl 25,617 4,000
Thomas J. Usher 48,845 4,000
George H. Walls, Jr. 25,164 -
Helge H. Wehmeier 35,144 -

~~No stock options have been granted to any non-employee director since 2005. None of our non-employee directors had any unvested stock awards as of December 31, 2013.~~

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement34 37

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COMPENSATION DISCUSSION AND ANALYSIS

~~Introduction~~

~~In this~~This section ~~(the CD~~(CD&A), explains our executive compensation philosophy, describes our compensation programs, and ~~the tables that follow, we describe how we compensate our executives, including~~reviews compensation decisions for the following named executive officers (NEOs):


Name of NEO		Title
William S. Demchak		Chairman, President and Chief Executive Officer
~~James E. Rohr~~	~~Executive Chairman and Former Chief Executive Officer~~
Robert Q. Reilly		Executive Vice President and Chief Financial Officer
~~Richard J. Johnson~~	~~Former Chief Financial Officer~~
Michael P. Lyons		Executive Vice President and Head of Corporate ~~and~~& Institutional Banking
E.E William Parsley, III		Executive Vice President, Chief Investment Officer, Treasurer and ~~Treasurer~~Head of Consumer Lending
Steven C. Van Wyk	~~Executive Vice President, Head of Technology and Operations~~

~~Table of contents~~

~~Significant compensation decisions~~	36
~~PNC performance during 2013~~	36
~~Compensation philosophy and principles~~	38
~~Compensation program — summary~~	39
~~Total compensation targets~~	39
~~Other compensation and benefits~~	40
~~Evaluating performance~~	41
~~Impact of 2013 “say-on-pay” vote~~	42
~~Compensation program — decisions~~	42
~~2013 performance discussion~~	42
~~Individual compensation decisions~~	43
~~Annual incentive awards (cash)~~	45
~~Long-term incentive awards (equity-based)~~	45
~~Compensation policies and practices~~	47
~~Compensation and risk~~	47
~~Retaining an independent compensation consultant~~	47
~~Selecting a peer group~~	47
~~Clawback of prior compensation~~	47
~~Shareholder approval of severance agreements~~	48
~~Consideration of tax deductibility~~	49
~~Limiting perquisites~~	49
~~Guidelines on the use of discretion~~	50
~~Executive stock ownership and retention~~	50
~~Timing of equity grants~~	51
~~Restrictions on trading and hedging~~	51

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~ 35

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~~Significant compensation decisions~~

~~Our Board’s Personnel and Compensation Committee made the following significant compensation decisions related to the 2013 performance year:~~

•	Refined the process for assessing corporate performance in making compensation decisions. The Committee moved away from a more formulaic assessment of PNC corporate performance to an assessment that relies on a comprehensive, balanced evaluation of quantitative and qualitative measures.

•	~~Approved new total compensation targets for the following executives, in connection with their transitions to new roles:~~

~~NEO~~	~~New role~~	~~Former role~~
~~James E. Rohr~~	~~Executive Chairman~~	*~~Chief Executive Officer~~*
~~William S. Demchak~~	~~President and Chief Executive Officer~~	*~~President~~*
~~Robert Q. Reilly~~	~~Executive Vice President and~~ ~~Chief Financial Officer~~	Executive Vice President and Head of ~~Asset~~ ~~Management Group~~Technology and Operations

•	~~Continued to ensure that a significant portion of executive compensation remains at risk and tied to our future performance.~~

	–	~~For our NEOs, the Committee approved total compensation targets that will deliver at least 50% of the amount in equity-based awards that will only pay out — if at all — over multiple years.~~

	–	~~For our President and CEO, our Executive Chairman, and another NEO, this ratio increases to 60% of the total compensation target.~~

•	~~Considered the results of the 2013 “say-on-pay” vote, and continued our investor outreach efforts on compensation and governance matters, which we have implemented since 2010.~~

•	~~Awarded incentive compensation above target for 2013, based on our strong absolute and relative performance results.~~

2016 PNC performance ~~during 2013~~

PNC is one of the largest diversified financial services companies in the United States. We have businesses engaged in retail banking, corporate and institutional banking, asset management, and residential mortgage banking. As of December 31, 2013, we had more than 54,000 employees providing products and services throughout our primary geographic markets located in 19 states and the District of Columbia. We also provide many of our products and services nationally.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~36

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~~2013 performance highlights~~

•

		We delivered ~~strong performance~~consistent results in ~~2013,~~a challenging operating environment, with ~~record net income and strong shareholder returns.~~

	–	~~Record~~ net income of ~~$4.2~~approximately $4.0 billion ~~represents an increase~~and diluted earnings per common share of ~~41% over last year~~$7.30.

		We grew net interest income despite the low interest rate environment, and we increased our fee income. We grew deposits and loans and managed our loan portfolio within our desired risk appetite. We maintained strong capital and liquidity positions.
	–
		We delivered value for our shareholders. Our ~~annual~~one-year total shareholder return (TSR) was ~~36.5%~~ 25.8% and our three-year TSR was 17.3%, which was the highest in our peer group.

		We met our continuous improvement goal of $400 million in expense savings and continued to keep our noninterest expenses stable.
	–		We strengthened our capital throughout the year - at December 31, 2013, our Basel I Tier 1 common capital ratio was 10.5% and our pro forma fully phased-in Basel III Tier 1 common capital ratio under the standardized approach was an estimated 9.4% (see Annex A for additional information). As a result of increased earnings and our improving capital strength, our Board increased the common stock dividend by 10% in April.

•	We ~~executed on~~continued to execute against our ~~key~~ strategic ~~objectives:~~

	–	*~~Drive growth~~priorities of building a leading banking franchise in ~~newly acquired and~~our underpenetrated ~~markets.~~*~~We added households and new retail, corporate and wealth management clients throughout our Southeastern United States footprint.~~

	–	*~~Capture~~markets, capturing more investable ~~assets.~~*~~We increased new primary client acquisitions, referral revenues and brokerage fees.~~

	–	*~~Redefine~~assets, reinventing the retail banking ~~business.~~*~~We closed or consolidated 186 branches for the year, phased out traditional free checking, added customers~~experience, and ~~grew net demand deposit account (DDA) households.~~bolstering critical infrastructure and streamlining core processes.


	–	*~~Build a stronger mortgage banking business.~~*We ~~continued~~returned more than $3 billion in capital to ~~show good volume trends, even though demand softened,~~our shareholders through share repurchases and ~~we expanded seamless delivery across our network, while improving~~common stock dividends, including raising the ~~average application-to-close time.~~

	–	*~~Manage expenses.~~*~~We exceeded our $700 million continuous improvement goal established at the beginning of the year, improved our efficiency ratio, and decreased our expenses over last year.~~

~~NET INCOME~~ ~~(in $ billions)~~		~~TANGIBLE BOOK VALUE~~ ~~(per~~quarterly common ~~share)~~

		~~Non-GAAP financial measure. See Annex A for additional information.~~

~~ASSETS~~ ~~(in $ billions)~~		~~CAPITAL~~ ~~(Basel I Tier 1 common capital ratio)~~
		stock dividend.

On pages 44 to 48, we discuss in more detail how our 2016 performance affected our compensation decisions.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~ 37

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Compensation philosophy ~~and principles~~

~~A well-designed compensation program provides incentives to achieve desired results, helps to retain and attract talent, and discourages excessive risk-taking.~~ This section talks about how we view executive compensation, and why we make the decisions that we do. Our Board’s Personnel and Compensation

Committee (the Committee) relies on ~~several~~ key principles to help guide its executive compensation decisions:

38 THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The Committee believes that the successful application of these principles requires a thoughtful program design, which includes a balanced evaluation of ~~performance metrics.~~performance. The Committee believes that discretion, flexibility, and judgment are critical to its ability to deliver incentive compensation that reflects

near-term performance results and progress toward longer-term ~~objectives~~priorities that ~~enhance PNC’s ability to continue~~allow PNC to create value for our shareholders. The following table illustrates some important features of our executive compensation program:


WHAT WE DO
	~~Pay for performance~~		~~Most executive pay is at risk and not guaranteed. We set clear financial goals that help usassess corporate performance and we differentiate pay based on individual achievement.We generally include performance-based vesting conditions on the equity-based awardsthat we grant.~~
	~~Discourage excessive risk-taking~~		~~We discourage excessive risk-taking by executives in many ways, including our balancedprogram design, multiple performance measures, stock ownership and retention policies,clawback and forfeiture provisions, and robust Board and management processes toidentify risk. We do not believe that any of our compensation programs create risks thatare reasonably likely to have a material adverse impact on the company, which we validatethrough our risk assessment of incentive-based compensation plans.~~
	~~Engage with shareholders~~		~~We actively engage with our shareholders on governance and compensation issues.~~
	~~Require strong ownershipand retention of equity~~		~~We have adopted strong share ownership guidelines, and all of our NEOs currently complywith those guidelines. Executives are subject to additional retention requirements as equitygrants vest.~~
	~~Clawback~~		~~Our clawback policy allows PNC to recapture prior incentive compensation awardedbased on materially inaccurate performance metrics and cancel all or a portion of long-term incentive awards based on performance against risk metrics, risk-related actions ordetrimental conduct. The amount of any clawback applied will be publicly disclosed asappropriate.~~
	~~Limit perquisites~~		~~We believe that perquisites should promote modest business-related benefits and we limitthem to $10,000 in value. Executives are asked to reimburse the value of perquisites over thatamount, if legally permissible.~~
	~~Provide reasonable post-employment benefits~~		~~We have closed legacy supplemental defined benefit plans to new entrants and we requireshareholder approval on change in control benefits above a certain level.~~
	~~Retain an independentcompensation consultant~~		~~The Personnel and Compensation Committee retains an independent compensationconsultant that provides no other services to PNC.~~
WHAT WE DON’T DO
		~~No tax gross-ups~~We pay for performance. The vast majority of our executive pay is not guaranteed. Our standard long-term equity incentive awards are 100% performance-based.		~~Since 2009,~~û	We do not allow tax gross-ups. We do not provide excise tax gross-ups in our current change in control agreements and we have ~~not entered into any new agreements that permit excise tax~~eliminated these gross-ups~~upon a change in control.~~ from all existing agreements. We ~~also~~ do not provide tax gross-ups on ~~our perquisites.~~the limited perquisites that we offer.
		~~No change~~We discourage excessive risk taking.We build in ~~controlagreements withoutshareholder approval~~several features to discourage our executives from taking excessive risks – including a reliance on multiple performance metrics, long deferral periods, and clawback, forfeiture and stock ownership provisions.		û	We will not enter into ~~new change in control~~substantial severance arrangements ~~with our executives that~~without shareholder approval. If a severance arrangement would pay more than 2.99 times base and bonus in(in the year of ~~termination unless we get~~termination), it requires shareholder approval.
		~~No repricing~~We require executives to hold PNC stock.Our executives must hold a substantial amount of ~~options~~stock and this amount continues to increase as their equity awards vest.		û	We will not accelerate equity upon a change in control (no “single trigger”).We require a “double trigger” for equity to vest upon a change in control – not only must the change in control occur, but the executive must be terminated.
		We have clawback and forfeiture policies.Our policy requires us to claw back prior incentive compensation that we awarded based on materially inaccurate performance metrics. Our policy gives us broad discretion to cancel unvested equity awards due to risk-related issues or detrimental conduct.		û	We do not reprice stock options. Although we currently do not grant stock options, our equity plan does not permit us to reprice stock options that are out-of-the-money,~~without shareholder approval.~~ unless approved by shareholders.
		~~No employment~~ ~~agreements~~We limit the perquisites we provide.We limit our perquisites to financial planning and tax preparation services, executive physicals (for four individuals) and occasional personal use of the aircraft, subject to an annual limit ($100,000 for ~~NEOs~~the CEO and $10,000 for other NEOs).		~~Our named executives~~û	We do not ~~have~~enter into employment agreements. We do not enter into individual employment ~~agreements. They~~agreements with our NEOs – they serve at thewill of the ~~Board, which enables us to set the terms of any termination of employment,preserving the Committee’s flexibility to consider the facts and circumstances of anyparticular situation.~~Board.
		NoWe retain an independent compensation consultant.Our Board’s Personnel and Compensation Committee retains an independent compensation consultant that provides no other services to PNC.		û	We prohibit hedging, pledging, or short sales of PNC securities. We do not allow any director or employee to hedge or short-sell PNC securities. We do not allow any director or executive officer to pledge PNC securities.
		We engage with our shareholders.We actively engage with our shareholders on governance and compensation issues.

Stakeholder engagement and impact of 2016 say-on-pay vote


		We ~~do not permit any~~have given our shareholders the annual right to cast an advisory vote on executive compensation (“say-on-pay”) for seven years. In 2016, we received the support of 97% of our ~~employees or directors~~shareholders who voted - our highest-ever support for say-on-pay.
		For several years, we have initiated outreach efforts with certain institutional investors. In 2016, we invited many of our largest institutional shareholders to ~~hedge PNC securities, or sell PNCsecurities short.~~participate in telephone conferences to discuss governance, compensation, and other matters included in the proxy statement. We had productive conversations with the shareholders who agreed to participate.
		Based on the results of these efforts and in light of our record investor support in 2016, the Committee did not recommend any significant changes to the compensation program. The Committee considered the results of the say-on-pay vote as one factor in its compensation decisions, among the other factors discussed in this CD&A.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement 3839

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation ~~program—~~program summary

Key program features

The Committee reviews and approves the compensation to be paid to our ~~CEO~~NEOs and other senior leaders. We strive for clarity and transparency in our ~~Corporate Executive Group (CEG),~~compensation structure, using features that we believe will help to create a ~~group~~balanced program. While we try to reflect the

expectations of ~~senior leaders that includes all~~various stakeholders, we want our compensation program to achieve multiple objectives, consistent with our compensation principles. The Committee also regularly reviews the operation of our ~~NEOs currently employed by us. Our~~ compensation program ~~strives~~ to ~~balance multiple~~help ensure that our objectives ~~and address the concerns of~~continue to be met.

Taken as a ~~variety of stakeholders.~~whole, our executive compensation program includes several complementary features:


		We provide incentives for performance over different time horizons (short and long-term).
		We embed performance goals in our long-term incentives, and include risk-based triggers that could reduce or eliminate the awards.
		We reward achievement against both quantitative and qualitative goals, while allowing for discretion.
		We connect pay to our own performance, as well as the performance of a carefully selected peer group.
		We consider market data and trends when making pay decisions.
		We place a substantial majority of compensation at risk, with all incentive compensation being performance-based.
		We pay some incentive compensation in cash today, while deferring potential equity-based payouts for several years.

Regulatory expectations

As a large financial institution, we must also comply with various regulatory requirements. The Board of Governors of the Federal Reserve (Federal Reserve) regulates PNC as a bank holding ~~company. As part of an ongoing review of incentive compensation programs at large financial institutions, the Federal Reserve~~company and has provided guidance and set expectations with respect to our current compensation ~~program,~~program. The Office of the Comptroller of the Currency (OCC) regulates our primary banking subsidiary, and wealso sets expectations for our compensation program. We expect that the Federal Reserve, the OCC and

other financial industry regulatory entities, including the SEC, will continue to ~~be involved in~~provide periodic guidance on compensation matters.

We strive for clarity and transparency in our compensation structure, utilizing features to design a balanced program. While we try to reflect the expectations of shareholders and regulators, we want our compensation program to achieve multiple objectives, consistent with our compensation principles.

Taken as a whole, our program provides incentives for performance over the short and long-term, rewards achievement against measurable goals and qualitative objectives, considers market data and discretion, and uses cash today as well as equity deferred into the future. The Committee evaluates multiple performance metrics, both on an absolute basis and as measured against our peers. The Committee reviews the operation of our compensation program to help ensure that our objectives continue to be met.

Total compensation ~~targets.~~targets~~We set~~

Each NEO receives a total compensation ~~targets~~target for ~~our executives~~the year – consisting of a base salary and an incentive compensation target (cash and equity-based awards). We generally set these targets in the first quarter of the year, or when an executive joins PNC or assumes a new role with PNC. In establishing targets, the Committee reviews, on an annual basis, available market data for total compensation. Total compensation targets for our executives, however, are not formulaically set at a particular percentile. Instead, the Committee uses a variety of factors to determine aresponsibilities.

A total compensation target including but not limited to, appropriateness of job match and market data, responsibilities of position at PNC and experience. For NEOs, our total compensation targets generally fall near the median compensation for peers, as adjusted for PNC’s size.

~~The total compensation target for each NEO generally~~ includes the following components:

We calculate the mix of cash and equity in the total compensation target using a predetermined mix, with at least 50% allocated to long-term equity awards. The Committee retains discretion in determining the allocation of cash target compensation between a base salary and an annual incentive award.

40 THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement39

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~~For 2013,~~

COMPENSATION DISCUSSION AND ANALYSIS

When constructing an appropriate total compensation target for an NEO, the Committee ~~set the following~~uses a framework that is consistent with our compensation ~~targets for our NEOs:~~principles:

NEO Total
compensation
target Base salary Incentive
compensation
target
William S. Demchak⁽¹⁾ $ 7,716,667 $ 916,667 $ 6,800,000
President and CEO
James E. Rohr⁽²⁾ $ 2,566,667 $ 400,000 $ 2,166,667
Executive Chairman and Former CEO
Robert Q. Reilly⁽³⁾ $ 2,875,000 $ 475,000 $ 2,400,000
Executive Vice President and CFO
Richard J. Johnson⁽⁴⁾ $ 2,000,000 $ 333,333 $ 1,666,667
Former CFO
Michael P. Lyons $ 5,500,000 $ 700,000 $ 4,800,000
Executive Vice President, Head of Corporate and Institutional Banking
E. William Parsley, III $ 5,500,000 $ 500,000 $ 5,000,000
Executive Vice President, Chief Investment Officer and Treasurer
Steven C. Van Wyk $ 2,200,000 $ 500,000 $ 1,700,000
Executive Vice President, Head of Technology and Operations

~~(1)~~
		*~~On January 1, 2013, Mr. Demchak was President~~Targets are informed by data but take several factors into account.*The Committee reviews available market data, but does not use a formula to set the target. The Committee evaluates many factors, including the appropriateness of ~~PNC. In April 2013,~~ the ~~Board appointed Mr. Demchak as President~~job match and ~~CEO~~market data, the responsibilities of ~~PNC.~~ the position and the executive’s demonstrated performance, skills, and experience.
		*At least 50% of compensation is equity-based and not payable for several years.*The Committee believes that a significant portion of compensation should be at risk, tied to PNC stock performance, and not payable, if at all, for several years. Long-term equity-based awards make up at least 50% of the value of the total compensation target, ~~listed~~with that percentage rising to 60% for our CEO (and one other NEO). The remainder of the annual incentive payout is delivered as an annual cash incentive award.
		*The equity-based incentive is split evenly between two forms of awards.*Each NEO generally receives a long-term incentive award in two primary forms that are equally weighted by dollar value – the ~~table represents~~standard incentive performance unit (Standard IPU), which measures PNC performance over a ~~pro-rated blend~~three-year period, and the performance-based restricted share unit (RSU), which vests in equal annual installments over a four-year period. In light of ~~two annual targets based on~~Mr. Parsley’s management of our Asset & Liability Management (ALM) function, he also receives an incentive performance unit (ALM IPU), tied to the ~~time~~performance of that ~~Mr. Demchak served in each role during 2013. For 2013, the full-year annual targets for Mr. Demchak were $6,750,000 (as President) and $8,200,000 (as President and CEO).~~function. Each long-term incentive award also contains forfeiture provisions that can reduce or eliminate payouts if PNC does not meet risk-based criteria.

The equity-based awards are made under PNC’s shareholder-approved 2016 Incentive Award Plan. The table below summarizes the material terms and conditions of these awards:

~~(2)~~Incentive performance units

On January 1, 2013, Mr. Rohr was CEO of PNC. In April 2013, Mr. Rohr became Executive Chairman of PNC. The total compensation target listed in the table represents the pro-rated annual target for the time Mr. Rohr served as CEO during 2013. For 2013, the full-year annual target for Mr. Rohr as CEO was $7,700,000. For 2013, the full-year target for Mr. Rohr as Executive Chairman was $2,000,000, which included a base salary of $1,000,000 and a one-time equity award valued at $1,000,000. Mr. Rohr’s compensation as Executive Chairman is not included in the table.Performance-based RSUs

~~(3)~~How do we

measure

performance?

On January 1, 2013, Mr. Reilly was an Executive Vice President of PNC, with responsibility for PNC’s Asset Management Group (AMG) business. In April 2013, Mr. Reilly agreed to become CFO (upon the retirement of Mr. Johnson), andStandard IPUs:

• Vests after a ~~new head of AMG was appointed. The total compensation target listed in the table represents a pro-rated blend of two annual targets~~three-year performance period

• Performance based on ~~the time that Mr. Reilly served~~absolute and relative metrics

- 50% based on our return on common equity without goodwill (ROCE) compared to our cost of common equity (COCE)

- 50% based on our EPS growth rank against our peers

• 0-125% of target award, payable in ~~each role during 2013. For 2013, the full-year~~common stock up to target (0-100%) and payable in cash above target (100-125%)

ALM IPUs:

• Vests after a three-year performance period

• Performance based on PNC’s ALM performance compared to a benchmark performance index

• 0-200% of target award, payable in cash

• Vests in annual ~~targets for Mr. Reilly were $2,500,000 (as head~~installments over a four-year performance period

• Vested amount adjusted based on PNC’s annual total shareholder return (TSR)

• 75-125% of ~~AMG) and $3,000,000 (as CFO).~~target award

• Units payable in PNC common stock

THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement 41

COMPENSATION DISCUSSION AND ANALYSIS

Incentive performance units

Performance-based RSUs

What is the payout?

• The payout percentage grid ranges are listed below. Actual payout percentages will be interpolated, which takes into account how close the performance metric or peer group rank is to the actual metric or rank above and below.

~~(4)~~

On January 1, 2013, Mr. Johnson was an Executive Vice President and CFO of PNC. In August 2013, Mr. Reilly became the CFO of PNC and in October 2013, Mr. Johnson retired from PNC. The total compensation target listed in the table represents the pro-rated annual target for the time Mr. Johnson served as CFO during 2013. For 2013, the full-year target for Mr. Johnson as CFO was $3,000,000.Standard IPUs:


	EPS Growth Rank	Payout %	ROCE as % of COCE	Payout %	Annual TSR	Payout %
	1	125%	>= 110%	125%	>= +25%	125%
	2	125%	105%	100%	0%	100%
	3	125%	100%	75%	<= -25%	75%
	4	120%	75%	50%
	5	115%	<= 50%	0%
	6	105%
	7	95%
	8	80%
	9	60%
	10	40%
	11	0%
	12	0%

	ALM IPUs:

	ALM vs. Index		Payout %
	>= +40 basis points		200%
	+20 basis points		150%
	0 to -25 basis points		100%
	-35 basis points		40%
	<= -40 basis points		0%
*What are other important provisions?*	• If we do not meet or exceed the Tier 1 risk-based capital ratio for “well-capitalized” institutions, the award will not vest. • If our return on economic capital does not exceed our cost of capital, the Committee may reduce or eliminate the award. • No long-term incentive award has voting rights. • Dividends will accrue until vesting and be paid out in cash, adjusted for actual performance (Standard IPUs and performance-based RSUs) – the ALM IPUs do not have any accrued dividends.

The Committee believes that the total compensation targets collectively provide an appropriate balance between fixed and variable amounts, measuring short-term and long-term performance, immediate and deferred payouts, and

cash and equity-based awards. For information on how the 2016 incentive compensation decisions by the Committee compared to the targets, please see page 46.

Other compensation and ~~benefits.~~benefits

In addition to the components included in the total compensation target outlined above, our executive compensation program also includes the following components:


Perquisites		•~~Provide~~ Limited perquisites provided to executives, with a modest ~~business-related benefits~~dollar value. •~~Limited to $10,000~~ •No tax gross-ups ~~permitted~~on the perquisites we provide.
Change in Control Arrangements		•~~Allow~~ Provide for continuity of management in ~~anticipation of and through~~connection with a change in ~~control~~control. •~~Provide compensation when an executive officer is involuntarily terminated following a change in control~~ •Described in more detail on pages 71 to 7777.
Health and Retirement Plans		•Promote health and ~~wellness~~wellness. •Help employees achieve financial security after ~~retirement~~retirement.

Evaluating performance:

The Committee uses several metrics to help evaluate performance when making compensation decisions. These metrics align, to the extent possible, the objectives of our management,

long-term shareholders and banking regulators. In some cases, these stakeholders have different objectives that cannot be easily reconciled – for example, long-term shareholders seeking higher

42 THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement40

COMPENSATION DISCUSSION AND ANALYSIS

~~Back to Contents~~

~~Evaluating performance.~~~~The Committee evaluates several~~returns may be willing to tolerate more risk than a federal banking regulator would. That is one reason we use multiple metrics, ~~when making compensation decisions. These metrics are designed to align with how management, long-term shareholders and banking regulators assess our performance. The metrics represent~~representing achievement against both objective and subjective goals, ~~and the~~ as well as significant adjustments for risk management. The

Committee does not necessarily favor one metric over another. Instead, the Committee uses these metrics to gain a comprehensive understanding of our overall performance.

The following chart describes some of the key metrics that the Committee evaluates, and a brief explanation of why we use them. We consider all of these metrics in our overall evaluation of executive compensation, and some of these metrics are also used to calculate payouts under the long-term incentive program.


~~Key metric~~Capital and risk metrics		~~Why we use it~~
~~Earnings per share (EPS)~~		~~EPS is a common metric used by investors to evaluate the profitability of a company.It shows the earnings (net income) we make on each share of stock that we issue.~~
~~EPS growth~~		~~While EPS represents a specific dollar amount, EPS growth represents the percentagegrowth of EPS since last year. EPS growth helps us to compare our annual earningsstrength to our peers.~~
Economic capital		Economic capital represents the ~~amount of resources~~capital that we should hold ~~to guard~~against unexpected losses. Economic capital serves as a “common currency” of risk thatallows us to compare different risks on a similar basis across our company.
~~Efficiency ratio~~		~~The efficiency ratio helps us evaluate how efficiently we operate our business. The ratiodivides our noninterest expense (such as compensation and benefits, occupancy costs,equipment, and marketing) by our revenue. In general, a smaller ratio is better.~~
~~Net interest income~~		~~Net interest income measures the revenue generated from lending and other activitiesminus all interest expenses (such as interest paid on deposits and borrowing). It is agood indicator of performance for banks given the importance of interest earning assetsand interest bearing sources of funds.~~
~~Noninterest income~~		~~Noninterest income measures the fees and other revenue we derive from our businesses(other than interest income). A healthy mix of net interest income and noninterestincome provides diverse earnings streams and lessens a bank’s reliance on the interestrate environment.~~
~~Return on assets (ROA)~~		~~Investors often evaluate banks by their asset size, with loans and investment securitiesmaking up the largest components of assets. ROA is our annualized net income dividedby our average assets and represents how efficiently we use assets to generate profit.~~
~~Return on common equity~~		~~Return on common equity is our annualized net income attributable to our commonshareholders divided by average common shareholders’ equity. It shows how efficientlywe use our investor funds (common equity) to generate profit.~~
Return on economic capital (ROEC) vs. cost of capital		ROEC is our annualized net income divided by our economic capital. Comparing ourprofits to how much capital we are holding against potential losses helps to provide arisk-based evaluation of profitability. When we compare ROEC to our cost of capital –that is, a minimum rate of return on the overall capital that we hold – it provides a goodmeasure of the excess value that we provide to shareholders.
~~Tangible book value per share~~		~~This measure takes our total tangible common shareholders’ equity (intangible assets,such as goodwill, are excluded) and divides that by the number of shares outstanding.This provides investors with an objective valuation method and allows them to comparerelative values of similar companies.~~
Tier 1 risk-based capital ratio		The ~~Basel I~~ Tier 1 risk-based capital ratio is used by banking regulators to assess thecapital adequacy and financial strength of a bank. This capital ratio must exceed 6% forPNC to be considered ~~well-capitalized~~“well-capitalized” by our regulators.

Expense metrics
Efficiency ratio		The efficiency ratio helps us evaluate how efficiently we operate our business. The ratio divides our noninterest expense (such as compensation and benefits, occupancy costs, equipment, and marketing) by our revenue. In general, a smaller ratio is better. A bank’s efficiency ratio will be affected, however, by its particular mix of businesses.

Profitability metrics
Earnings per share (EPS)		EPS is a common metric used by investors to evaluate the profitability of a company. It shows the earnings (net income) we make on each outstanding share of common stock.
EPS growth		While EPS represents a specific dollar amount, EPS growth represents the percentage growth of EPS since last year. EPS growth helps us to compare our annual earnings strength to our peers.
Return on assets (ROA)		Investors often evaluate banks by their asset size, with loans and investment securities making up the largest components of assets. ROA is our annualized net income divided by our average assets and represents how efficiently we use assets to generate profit.
Return on common equity		Return on common equity is our annualized net income attributable to our common shareholders divided by average common shareholders’ equity. It shows how efficiently we use our investor funds (common equity) to generate profit.

Revenue metrics
Net interest income		Net interest income measures the revenue generated from lending and other activities minus all interest expenses (such as interest paid on deposits and borrowings). It is a good indicator of performance for banks given the importance of interest–earning assets and interest–bearing sources of funds.
Noninterest income		Noninterest income measures the fees and other revenue we derive from our businesses (other than interest income). A healthy mix of net interest income and noninterest income provides diverse earnings streams and lessens a bank’s reliance on the interest rate environment.

Valuation metrics
Tangible book value per share		This non-GAAP financial measure takes our total tangible common shareholders’ equity (intangible assets, such as goodwill, are excluded) and divides that by the number of shares outstanding. This provides investors with an objective valuation method and allows them to compare relative values of similar companies.
Total shareholder return (TSR)		TSR is a common metric used to show the total returns ~~for~~to an investor in our commonstock. Annual TSR takes into account the change in stock price from the beginning tothe end of the year, as well as the reinvestment of any dividends issued throughoutthe year.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement41 43

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~~Impact of 2013 “say-on-pay” vote.~~In 2013, our shareholders voiced substantial support for the compensation of our NEOs, with approximately 84% of the votes cast approving the “say-on-pay” advisory vote on executive compensation. This was the fifth year in a row that we provided a “say-on-pay” vote to our shareholders. In 2011, our shareholders recommended that we hold an annual “say-on-pay” vote.

COMPENSATION DISCUSSION AND ANALYSIS

2016 compensation decisions

2016 total compensation targets

For 2016, the Committee set the following total compensation targets for our NEOs:


	William S. Demchak		Robert Q. Reilly		Michael P. Lyons		E William Parsley, III			Steven C. Van Wyk
Base salary (annualized)	$	1,100,000	$	500,000	$	700,000	$	600,000		$	500,000

Incentive compensation target	$	10,500,000	$	3,000,000	$	6,050,000	$	6,900,000		$	2,750,000
*Annual cash incentive portion*	$	3,540,000	$	1,250,000	$	2,000,000	$	2,400,000		$	1,125,000
*Long-term incentive portion*	$	6,960,000	$	1,750,000	$	4,050,000	$	4,500,000	⁽¹⁾	$	1,625,000

Total compensation target	$	11,600,000	$	3,500,000	$	6,750,000	$	7,500,000		$	3,250,000

(1)

Mr. Parsley’s long-term incentive (LTI) target includes two anticipated grants – the grant of equity-based awards that all other NEOs would otherwise receive and a separate grant of incentive performance units related to the management of our Asset & Liability Management (ALM) unit. The overall target LTI amount remained the same for 2015 and 2016, but the Committee changed the amounts allocated to each award in 2016, decreasing the ALM performance unit value (from $3,000,000 to $1,500,000) and increasing the value of the other equity-based by the same amount (from $1,500,000 to $3,000,000). The Committee made this decision in light of Mr. Parsley’s increasing responsibilities for lines of business other than the ALM unit. Please see page 61 for more information about Mr. Parsley’s ALM units.

The market data reviewed by the Committee show that our CEO’s total compensation target generally fell within 20% of the median compensation for peers, as adjusted for PNC’s size. The total compensation targets for our other NEOs are generally aligned with the market, based on our size relative to peers. For the ~~past several years, we have initiated specific outreach efforts with certain institutional investors. At least once~~2016 performance year, the Committee increased the incentive compensation targets for Mr. Demchak (from $9,900,000 to $10,500,000), Mr. Lyons (from $4,800,000 to $6,050,000), and Mr. Parsley (from $5,500,000 to $6,900,000). The Committee also approved a ~~year, we have met~~base salary increase for Mr. Parsley (from $500,000 to $600,000). The Committee approved these increases based on the performance, skills and experience of the executive, as well as changes in ~~person, or telephonically,~~market information for similar executives at other financial institutions. Mr. Parsley’s target increase was also based on the significant expansion of his duties at the end of 2015 and beginning of 2016, which

includes responsibility for our mortgage and home equity businesses, and for consumer lending and pricing, in addition to his previous responsibilities.

2016 performance

We review various performance metrics with the ~~governance representatives at these investors,~~Committee each quarter and ~~discussed our governance and compensation programs and philosophies. Typically, these meetings have taken place with~~after the ~~participation~~end of our ~~Head~~performance year. For the key metrics listed below, we compared this year’s performance to how we performed last year, how we performed against this year’s budget, and how we performed against peers (see page 49 for the companies in our 2016 peer group). We also provide information to the Committee on other important capital, risk, expense and business metrics, some of ~~Investor Relations~~which are shown below. For a general explanation of the metrics that we use to evaluate our compensation program, and our Corporate Secretary. In light of the decrease in last year’s say-on-pay vote, when compared to our historical average (96%) and based on publicly disclosed votes, we reached out to specific investors to determine whether they had concerns with our compensation philosophy, program or decisions. Based on these discussions and in light of overall investor support in 2013, the Committee did not believe that any significant changes to the compensation program were needed to address shareholder concerns. The Committee considered the results of this vote as one factor in its compensation decisions, among the other factors discussed in this CD&A.rationale for using them, see page 43.


KEY PERFORMANCE METRICS	2016 actual⁽¹⁾		2015 actual⁽¹⁾		2016 budget
*Net interest income (in millions)*	$	8,391	$	8,278	$	8,528
*Noninterest income (in millions)*	$	6,771	$	6,947	$	6,902
*Diluted EPS*	$	7.30	$	7.39	$	7.40
*Return on common equity without goodwill (non-GAAP)*		11.32%		12.22%		11.48%
*Return on assets*		1.10%		1.17%		1.11%
*Efficiency ratio*		62%		62%		62%


*Net income (in millions)*	$	3,985	$	4,143
*Annual total shareholder return*		25.8%		6.81%
*Tangible book value per common share (non-GAAP)*	$	67.26	$	63.65
*Tier 1 risk-based capital ratio*		12.00%		12.00%
*Return on economic capital vs. cost of capital (non-GAAP)*		5.64%		5.06%

~~Compensation program—decisions~~

~~2013 performance discussion.~~In 2013, we delivered very good performance, with record net income, a well positioned balance sheet, strong shareholder returns, and substantial execution against our main strategic objectives. We also performed well against our peers. In determining actual compensation, the Committee does not rely on a specific formula. This allows the Committee to use its judgment in considering performance, without providing a particular weight to any one measure. The amounts below have been adjusted from reported amounts as appropriate and permitted under the applicable plan or award agreement.

2013 2012 2013 vs. 2013 2013 actual
Key performance metrics actual⁽¹⁾ actual⁽¹⁾ 2012 actual budget⁽²⁾ vs. budget
Net interest income (in $mm) $ 9,147 $ 9,640 (5.1%) $ 9,339 (2.1%)
Noninterest income (in $mm) $ 6,865 $ 5,872 +16.9% $ 6,551 +4.8%
Earnings per share $ 7.46 $ 5.99 +24.5% $ 6.41 +16.4%
Return on common equity (without goodwill) 14.63% 12.76% +187 bps 12.30% +233 bps
Return on assets 1.39% 1.18% +22 bps 1.16% +24 bps
Efficiency ratio 61% 65% (375 bps) 63% (220 bps)

2013 2012 2013 vs.
actual⁽¹⁾ actual⁽¹⁾ 2012 actual
Tangible book value per share $ 54.68 $ 49.18 +11.2%
Tier 1 risk-based capital ratio 12.40% 11.60% +80 bps
Return on economic capital vs. cost of capital 13.76% 3.69% +1007 bps
Annual total shareholder return 36.5% 3.7% +3280 bps

~~This table includes~~These tables include non-GAAP financial measures. See Annex A for additional information.

(1)	~~To the extent permitted, the~~The actual amounts ~~have been~~in 2015 and 2016 may be adjusted to omit, among other things, the effect of extraordinary items (2015 results only), discontinued operations (as such term is used under ~~generally accepted accounting principles)~~GAAP), ~~discontinued operations,~~ and merger integration and acquisition costs. The results also may include adjustments for select categories of events and transactions that are viewed as being outside of our ongoing management of the business, some categories of which are provided in footnote (b) on ~~page~~pages 58 and 59 with respect to incentive performance units. When comparing performance metrics to our peers, we adjust their results comparably.

~~(2)~~	~~2013 budget~~ We did not adjust PNC’s amounts ~~were adjusted to omit~~in either 2015 or 2016, other than adjustments for the ~~impact~~sale of ~~planned trust preferred securities redemptions that occurred~~Visa shares in ~~2013. The Committee previously approved adjusting actual results for such redemptions.~~each year, which impacted our return on economic capital.

44 THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement42

COMPENSATION DISCUSSION AND ANALYSIS

At meetings held during the first quarter of 2017, the Committee reviewed PNC’s performance for the 2016 performance year. PNC delivered consistent performance in 2016, with net income somewhat down from 2015, but with net interest income and fee income growth, strong shareholder returns, and continued execution against our strategic priorities. We also maintained disciplined risk and expense management, and positioned our balance sheet to benefit from a rising interest rate environment.

Despite showing net interest income growth year over year, we lagged our peer group. This reflected, in part, our deliberate choices to stay within our risk appetite and not grow our loan portfolio without receiving appropriate returns. Recognizing the cyclicality of the traditional lending business, we believe that this approach positions us well for the future. We also trailed our peers in noninterest income growth, which was driven primarily by a year-over-year decrease in our other income (such as lower net gains on sales of our Visa stock) – while our fee income, a non-GAAP financial measure, was up 1% from last year. Our return on common equity (without

goodwill), a non-GAAP financial measure, and our efficiency ratio were both near the median for our peers, and our return on assets was above the median. See Annex A for more information on non-GAAP financial measures.

The Committee noted the ongoing impact of a low interest rate environment on our business results, and our strategy to manage balance sheet risk by not pursuing loans and other assets that are outside of our enterprise risk appetite. The Committee also noted that we grew net interest income despite continuing to lose income from the impaired loans that we acquired in prior acquisitions (referred to as purchase accounting accretion runoff), and that we grew fee income.

The Committee also reviewed PNC’s performance against the following key strategic priorities, which were reviewed with our Board at the beginning of 2016. Despite the challenging environment, management continued to drive growth across the franchise and make strategic investments to position PNC for long-term success.

~~Back to Contents~~

~~Key strategic objectives~~	~~Performance indicators~~
~~Drive~~ Building a leading banking franchise in our underpenetrated markets		We continued growth ~~in newly acquired~~ ~~and underpenetrated markets~~	• ~~Added new clients~~across most lines of business in the Southeast, ~~including:~~with year-over-year increases in average loans (Retail and Corporate & Institutional Bank), discretionary assets under management, and residential mortgage origination volume.
-~~36,000 DDA households~~
-~~151 primary corporate bank clients~~
-~~395 primary Asset Management Group (AMG) clients~~
~~Capture~~ Capturing more investable assets	• ~~In wealth management:~~	We increased our assets under administration, brokerage fees, and brokerage account client assets year over year.
	-~~22% increase in primary client acquisitions~~
	-~~44% increase in sales sourced from other PNC lines of business over 2012~~
	• ~~In retail banking:~~
	-~~19% increase in brokerage fees~~
	-~~8% increase in brokerage account assets~~
~~Redefine~~ Reinventing the retail banking ~~business~~ experience	• ~~Continued~~	We continued to ~~build~~focus on transforming the customer experience – 58% of consumer customers used non-teller channels for the majority of their transactions (52% in 2015) and ATM and mobile deposits accounted for 49% of total retail deposit transactions (43% in 2015). Approximately 21% of our branch ~~of the future by emphasizing technology~~network now operates under our universal model. Universal branches are designed to leverage enhanced technologies and ~~consolidating existing branches~~allow branch personnel to focus on sales and services.
	• ~~Added customers~~ Bolstering critical infrastructure and ~~grew net demand deposit account households~~ streamlining core processes
	• ~~Established~~	We completed a ~~more productive sales culture~~
~~Build a stronger mortgage~~ ~~banking business~~	• ~~Continued to show good volume trends, even though demand softened~~
	• ~~Implemented seamless delivery across the network~~
	• ~~Improved the average application-to-close time and customer loyalty scores~~
	• ~~Negotiated settlements with Freddie Mac and Fannie Mae resolving legacy issues~~
~~Manage expenses~~	• ~~Exceeded the $700~~$400 million continuous improvement ~~goal~~
~~Manage expenses~~	• ~~Improved efficiency ratio from 65%~~program in 2016. We continued to ~~61%, on an adjusted basis~~manage our expenses well, with noninterest expenses remaining stable. We achieved completion of approximately 80% of our five-year “Vision 13” program, which includes global enhancements to our technological capabilities and infrastructure.

~~Individual compensation decisions.~~~~After undertaking a comprehensive review of~~In addition to evaluating our corporate performance based on these financial and strategic metrics, the Committee ~~evaluated~~also reviewed the individual performance of each NEO. ~~To help the Committee understand the market, management provided current benchmarked compensation data for each NEO.~~ The CEO ~~reviewed his assessment of~~discussed the individual performance of ~~executives, including~~ the NEOs with the ~~Committee.~~

Committee, and, where appropriate, discussed the performance of the lines of business or functions managed by the NEOs. The Committee approved ~~the~~ compensation ~~amounts~~awards for each NEO based on an evaluation of ~~our NEOs.~~corporate, business and individual performance. For our CEO, ~~and our Executive Chairman,~~ the Committee approved the compensation amounts in an executive session, with no members of management present. Meridian, the Committee’s independent compensation consultant for ~~2013,~~2016, participated in this discussion with the ~~Committee during the executive session.~~

Committee.

The Committee also reviewed ~~its~~the CEO compensation decisions ~~for our CEO and Executive Chairman~~ in an executive session of

the independent members of the board of directors of PNC, with no members of management present. In that executive session, the Committee allowed time for the independent directors to provide comments or questions ~~before finalizing~~about the ~~decisions~~CEO’s performance or compensation.

Based on an evaluation of PNC’s 2016 performance, including a review of the performance metrics described above and management’s execution against the strategic priorities, the Committee determined that it was appropriate to award incentive compensation for ~~the CEO and Executive Chairman.~~

~~The Committee awarded compensation to~~ each NEO ~~based on~~that was generally below the ~~following considerations:~~target amount, and generally below last year’s awards. While the Committee believed that PNC continued to deliver consistent results in a challenging environment, overall enterprise performance was generally lower than in 2015, and lower than our 2016 budget, and the incentive compensation decisions for

~~William S. Demchak (CEO):~~

~~In his first year as CEO, Mr. Demchak led the company to deliver:~~

~~Very good performance with record net income, a well-positioned balance sheet, strong shareholder returns, and substantial execution against our main strategic objectives.~~

•	~~Reduced expenses and better returns on assets (1.39%) and common equity (14.63%) than last year, on an adjusted basis.~~
•	~~Good performance against our peers, including:~~

	–	~~an annual total shareholder return of 36.5%, placing us above our peer median~~
	–	~~the third-highest annual EPS growth in our peer group~~
	–	~~the highest noninterest income growth in the group~~

•	~~A well-positioned and core funded balance sheet with a loans-to-deposits ratio of 89%.~~

•	~~Growth in our key capital ratios and improvements to our Comprehensive Capital Analysis and Review (CCAR) process.~~

•	~~Significant execution against our key strategic objectives.~~

•	~~A smooth transition with several key executives, including a new CFO, head of Technology and Operations and General Counsel.~~

~~James E. Rohr (Executive Chairman; Former CEO):~~

•	~~As CEO through April 2013, delivered very good performance, with growth in earnings, a well-positioned balance sheet, strong shareholder returns, and important progress on our strategic objectives.~~

•	~~As Executive Chairman for the remainder of 2013, played a critical role in the successful transition to Mr. Demchak, and served in a consultative capacity with Mr. Demchak.~~

•	~~Provided continuity to the Board, the executive management team, key clients and shareholders, and regulatory and political relationships.~~

~~Robert Q. Reilly (CFO):~~

•	In his previous role as Head of our Asset Management Group (AMG) earlier in 2013, supported strategic goals by delivering record high assets under management, sales, loan and deposits and new primary clients in AMG.

•	~~Advanced key growth initiatives in AMG through the build out of newly acquired markets and our Wealth and Investing initiative, which is designed to capture more investable assets.~~

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement43 45

COMPENSATION DISCUSSION AND ANALYSIS

the NEOs reflected that relatively lower performance. The actual incentive compensation payouts also reflect individual performance, including business unit (or function) performance and consideration of risk management. Mr. Reilly’s incentive compensation award amount was slightly higher than his target amount. This reflected, in part, current market data

for compensation for chief financial officers. In light of that data and Mr. Reilly’s skills and performance, the Committee increased Mr. Reilly’s 2017 incentive compensation target to $3,250,000. In making the 2016 incentive compensation awards, the Committee considered, among other things the achievements described on pages 46 to 48 for each NEO.

2016 compensation decisions

The table below shows, for each NEO, the incentive compensation target for 2016 and the actual annual cash incentive and long-term equity-based incentives awarded in 2017 for 2016 performance.


	William S. Demchak		Robert Q. Reilly		Michael P. Lyons		E William Parsley, III			Steven C. Van Wyk
Incentive compensation target	$	10,500,000	$	3,000,000	$	6,050,000	$	6,900,000		$	2,750,000

Incentive compensation awarded for 2016 performance	$	10,150,000	$	3,050,000	$	5,900,000	$	6,600,000		$	2,660,000
Annual cash incentive portion	$	3,400,000	$	1,275,000	$	1,940,000	$	2,250,000		$	1,080,000
Long-term incentive portion	$	6,750,000	$	1,775,000	$	3,960,000	$	4,350,000	⁽¹⁾	$	1,580,000

Incentive compensation disclosed in the Summary compensation table⁽²⁾	$	11,200,000	$	3,175,000	$	6,020,000	$	7,050,000		$	2,680,000
Annual cash incentive portion (2016 performance)	$	3,400,000	$	1,275,000	$	1,940,000	$	2,250,000		$	1,080,000
Long-term incentive portion (2015 performance)	$	7,800,000	$	1,900,000	$	4,080,000	$	4,800,000		$	1,600,000

(1)

Mr. Parsley’s incentive compensation target and award includes two grants – the grant of equity-based awards that all other NEOs would otherwise receive (with a target value of $3,000,000) and a separate grant of incentive performance units related to the management of our Asset & Liability Management (ALM) unit, with a target value of $1,500,000. Please see page 61 for a discussion of Mr. Parsley’s ALM units.

~~Back~~(2)

Due to ~~Contents~~

SEC regulations, the incentive compensation amounts disclosed in the Summary compensation table on page 56 include the cash incentive award paid in 2017 (for 2016 performance) and the long-term incentive award granted in 2016 (for 2015 performance).

The charts below show the base salary for 2016 for each executive, and the annual cash incentive and long-term incentive awarded in 2017 for 2016 performance. The bar surrounding each circle shows the amount of total compensation that is at-risk and not guaranteed.

•
William S. Demchak *Chairman, President and Chief Executive Officer*

2016 KEY ACHIEVEMENTS
•As our CEO, Mr. Demchak continued to deliver consistent results for PNC, with the company earning net income of $4 billion and reported EPS of $7.30, and a tangible book value per common share of $67.26 at year-end. •Delivered strong returns to our investors – while our one-year TSR lagged our peer median, PNC’s three-year TSR was the highest in our peer group. •Grew PNC strategically without departing from our desired risk appetite through purposeful loan and deposit growth, and a continued increase in our fee income from diversified sources. •Maintained a strong, well-positioned balance sheet and returned more than $3 billion in capital to our shareholders. •Continued to execute against our strategic priorities of building a leading banking franchise in our underpenetrated markets, capturing more investable assets, redefining the retail banking experience, and bolstering critical infrastructure and streamlining core processes.

46 THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS


Robert Q. Reilly *Executive Vice President and Chief Financial Officer*

2016 KEY ACHIEVEMENTS •As our CFO, Mr. Reilly provided effective supervision of major ~~internal~~ financial and accounting functions and continued to play an integral part in achieving our ~~achievement of 2013~~ financial ~~priorities,~~priorities. •Continued to manage our expenses well in a challenging economic environment, including ~~exceeding~~reaching our continuous improvement goal of ~~$700~~$400 million in cost savings, which helped to fund key investments in our business, and ~~decreasing our~~kept overall expenses stable year over year.

•	Served as primary spokesperson with investors, the media and the investment community and continued to support our reputation with those stakeholders.

~~Richard J. Johnson (Former CFO):~~
Michael P. Lyons
Executive Vice President and Head of Corporate & Institutional Banking
2016 KEY ACHIEVEMENTS

•
~~Prior~~As the head of our Corporate & Institutional Banking segment, Mr. Lyons continued to ~~his retirement, as CFO, successfully executed against our financial priorities.~~
• ~~Maintained strong financial control and discipline, collaborating with our business leaders to drive business performance, growth, efficiency and returns.~~
• ~~Effectively represented PNC with investors, regulators, analysts and ratings agencies.~~
• ~~Provided transition assistance allowing Mr. Reilly to seamlessly move into the CFO role.~~
~~Michael P. Lyons (Head of Corporate and Institutional Banking):~~
• ~~Managed~~lead a major business that contributed approximately ~~34%~~36% of our revenue and ~~54%~~over half of our ~~profits~~net income in ~~2013.~~2016.
•Delivered strong financial results in 2016, despite increases in provision and the continued run-off in purchase accounting accretion.
•Expanded new clients in the Southeast.
•Grew the franchise by expanding into three new markets.
LOGO

• Delivered solid financial results, with increases in average loans (up 13.3%) and noninterest income (up 6.5%), despite a highly competitive environment on multiple fronts (competitors, markets, interest rates, regulatory).

• ~~Achieved growth while maintaining our desired risk appetite.~~
• Achieved meaningful progress against strategic priorities, including maximizing cross sell opportunities of new relationships by achieving client penetration at a faster pace with recently added clients.
• ~~Gained customer share (42% increase over 2012) and improved productivity in the Southeast resulting in double digit growth for the business in that market.~~

~~E. William Parsley, III (Chief Investment Officer and Treasurer):~~
• Delivered outstanding performance on our core investment portfolio – nearly doubling the return as compared to the benchmark index, surpassing budget with consumer hedging activities and surpassing 2012 results in the alternative investment portfolio.
• ~~Enhanced the firm’s liquidity and capital profile, increasing our liquidity coverage and improving our long-term capital plan.~~
• ~~Partnered successfully with the Risk and Finance functions to improve the evaluation and reporting of risks across the entire balance sheet.~~
• ~~Made improvements to the CCAR process.~~
~~Steven C. Van Wyk (Head of Technology and Operations):~~
• As the newly hired Head of Technology and Operations, instituted a long-term plan to optimize technology and operations to further improve efficiency and effectiveness by identifying key initiatives with multi-year goals.
• ~~Developed an overall vision to become an industry leader in Technology and Operations and recruiting key talent to help execute the vision.~~
• Aggressively managed technology infrastructure risks (such as business resilience, information security, etc.) by dramatically strengthening cyber defense, improving the reliability of our client facing systems and initiating a lean management program across our operation centers.
THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    4447
COMPENSATION DISCUSSION AND ANALYSIS
~~Back to Contents~~
~~Based on the overall corporate and business performance and these individual evaluations, the Committee granted the following incentive compensation awards to each NEO in 2013.~~
The table below shows the value of the incentive compensation awards for performance year 2013 – the annual incentive award paid in cash and the aggregate value of the long-term incentive awards granted on February 13, 2014 – and is different than the information provided for equity awards in the Summary Compensation Table on page 55. The principal difference between the table below and the Summary Compensation Table is the timing of the reporting of equity-based awards. The Summary Compensation Table includes the value of equity-based awards granted in 2013 (for performance year 2012) and the table below represents incentive compensation for performance year 2013.
Value of
Incentive Total Incentive Cash long-term
NEO compensation target compensation awarded award portion equity awards portion
William S. Demchak
President and CEO $ 6,800,000 $ 9,083,333 $ 3,083,333 $ 6,000,000
James E. Rohr
Executive Chairman and Former CEO $ 2,166,667 ⁽¹⁾ $ 2,894,000 ⁽¹⁾ $ 918,000 $ 1,976,000
Robert Q. Reilly
Executive Vice President and Chief Financial Officer $ 2,400,000 $ 2,625,000 $ 1,075,000 $ 1,550,000
Richard J. Johnson
Former Chief Financial Officer $ 1,666,667 $ 1,800,000 ⁽²⁾ $ 800,000 $ 1,000,000 ⁽²⁾
Michael P. Lyons
Executive Vice President, Head of Corporate and Institutional Banking $ 4,800,000 $ 6,100,000 $ 2,020,000 $ 4,080,000
E. William Parsley, III
Executive Vice President, Chief Investment Officer and Treasurer $ 5,000,000 $ 5,650,000 $ 1,075,000 $ 4,575,000
Steven C. Van Wyk
Executive Vice President, Head of Technology and Operations $ 1,700,000 $ 2,500,000 $ 1,000,000 $ 1,500,000
~~(1)~~ The Committee awarded the incentive compensation listed in the table based on Mr. Rohr’s service as CEO through April 2013. Mr. Rohr also received a base salary of $1,000,000, and an equity award, valued at $1,000,000, in recognition of his service as Executive Chairman.
~~(2)~~ ~~Mr. Johnson’s long-term equity award was granted on July 19, 2013 as part of his pro-rated 2013 incentive award and in light of his subsequent retirement. See below for a description of the award.~~
~~Annual incentive awards (cash).~~The Committee had previously approved the eligibility of Mr. Demchak and the next three highest-paid NEOs (other than the CFO) to receive annual incentive awards under the 1996 Executive Incentive Award Plan, a shareholder-approved plan that allows PNC to receive a tax deduction for certain compensation. At that time the Committee also established the maximum amount that each executive could receive.
Under this 1996 plan, no eligible participant may receive an annual incentive award that exceeds 0.2% of PNC’s “Incentive Income” for the year—defined as our consolidated net income, with certain adjustments. Once the year ends, the Committee decides whether to make a downward adjustment from the maximum annual incentive award amount for each participant. In February 2014, the Committee made a downward adjustment from the maximum amount, taking into account the same types of performance factors it used in making compensation decisions for the executive officers who do not participate in the 1996 plan. For more information on this plan and the process for establishing maximum amounts, please see footnote (a) of the~~Grants of plan-based awards in 2013table on page 58, and~~~~Consideration of tax deductibility~~~~on page 49~~.
~~Long-term incentive awards (equity-based).~~Under our current programs, each NEO generally receives his long-term incentive award in two primary forms - the incentive performance unit, which measures PNC performance over a three-year period and the performance-based restricted share unit (RSU), which vests in equal annual installments over a four-year period. In addition to the regular incentive performance unit, Mr. Parsley received an incentive performance unit tied to the performance of our Asset & Liability Management (ALM) function, which he manages. In 2013, other awards were granted to Mr. Rohr, Mr. Johnson, Mr. Lyons and Mr. Van Wyk and are described below.
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~45
~~Back to Contents~~
~~All of these equity-based awards are made under PNC’s shareholder-approved 2006 Incentive Award Plan and have the material features summarized below:~~

~~Key features~~ ~~Incentive performance units (2014–2016)~~ ~~Performance RSUs (2014–2017)~~
~~Performance period~~ E William Parsley, III
~~3 years, with vesting at the end~~
Executive Vice President, Chief Investment Officer, Treasurer, and Head of ~~the period~~
~~4 years, with vesting in annual installments~~Consumer Lending
~~Performance measures~~
2016 KEY ACHIEVEMENTS
• As our Chief Investment Officer and Treasurer, Mr. Parsley continued to provide effective management of our assets, liabilities, and capital, and continued to provide strong oversight of our capital markets, alternative investments and balance sheet hedging activities.
~~PNC~~• Led the process of substantially improving our CCAR qualitative performance, ~~(absolute) - return oncommon equity without goodwill (ROCE)vs. cost~~and led efforts to achieve early compliance with the Liquidity Coverage Ratio, a regulatory liquidity requirement.
• Continued to lead and enhance our Analytics and Portfolio Management function while taking on new leadership of ~~common equity hurdle~~our Home Lending business.
•~~Peer performance (relative) - EPS growthrank~~ Expanded his responsibility to include our entire Consumer Lending business, and made key organizational changes and infrastructure investments to facilitate the fundamental transformation of this important business.
   •~~PNC’s annual total shareholderreturn (TSR)~~
Payout range
(as % of target award) 0 – 125% 75 – 125%
Payout schedules ROCE as %
of Hurdle Payout % TSR Payout %
≥ 110.00% 125.00% ≥ +25.00% 125.00%
Target 105.00% 100.00% Target 0.00% 100.00%
100.00% 75.00% ≤ -25.00% 75.00%
75.00% 50.00%
≤ 50.00% 0.00%

EPS
Growth Rank Payout %
1 125.00%
2 125.00%
3 125.00%
4 125.00%
5 116.70%
6 108.30%
Target 7 100.00%
8 90.00%
9 80.00%
10 60.00%
11 40.00%
12 0.00%
13 0.00%
~~Payout form~~ ~~Units payable in PNC common stock up totarget (0 to 100%), above target (100% to125%) payable in cash~~ ~~Units payable in PNC common stock~~ LOGO
~~Voting and dividend rights~~ • ~~No voting rights~~
• ~~Dividends will accrue until vesting and be paid out in cash, adjusted for actual performance~~
~~Risk-based requirementsand adjustments~~ • ~~If PNC does not meet or exceed the required Tier 1 risk-based capital ratio for “well-capitalized” institutions in a specific year, the tranche applicable to that year~~~~will not vest.~~
• ~~If our return on economic capital does not exceed our cost of capital for the year, the Committee~~~~may reduce or eliminate the award~~
~~Key features~~ ~~ALM incentive performance units (2014–2016)~~
~~Performance period~~ ~~3 years, with vesting at the end of the period~~
~~Performance measures~~ ~~PNC’s ALM performance compared to a benchmark performance index~~
~~Payout range~~
~~(as % of target award)~~ ~~0 - 200%~~
~~Payout schedules~~ ~~Annual performance relative to benchmark~~    ~~Payout %~~
Steven C. Van Wyk
Executive Vice President and Head of Technology and Operations
~~+ 40 basis points or higher~~
2016 KEY ACHIEVEMENTS
• As our head of Technology & Operations, Mr. Van Wyk helped us to execute against our strategic priority of bolstering critical infrastructure and streamlining core processes.
• Oversaw the completion of approximately 80% of our five-year “Vision13” program, which includes global enhancements to our technology capabilities and infrastructure.
• Rolled out communications and technology enhancements to the majority of our employees.
• Introduced new approaches to innovation, and a new operating model to improve the speed to market and quality of PNC products.
   ~~200.00%~~ LOGO
~~+20 basis points~~    ~~150.00%~~
~~0 to -25 basis points~~ ~~100.00%~~
~~-35 basis points~~ ~~40.00%~~
~~-40 basis points or below~~ ~~0.00%~~
~~Payout form~~ ~~Units payable in cash~~
~~Voting and dividend rights~~ • ~~No voting rights~~
• ~~No accrued dividends~~
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~46
~~Back to Contents~~
In 2013, and as disclosed in our 2013 Proxy Statement, Mr. Rohr and Mr. Lyons both received their annual incentive award for 2012 performance in the form of a three-year restricted stock award in February 2013. In February 2014, Mr. Rohr received a restricted share unit award for his service as Executive Chairman. The award has no service requirement, but it is subject to transfer and other restrictions that expire on the respective first, second and third anniversaries of the grant date of the award. Additional long-term equity awards were granted in 2013 with the following conditions:
~~Mr. Johnson~~ • ~~3 year Restricted Share Unit Award~~ ~~Granted as part of Mr. Johnson’s pro-rated 2013 incentive awards in light of Mr. Johnson’s retirement~~
• ~~No service requirement~~
• ~~Transfer restrictions that expire on the first, second and third anniversaries of grant date~~
~~Mr. Van Wyk~~ • ~~3 year Restricted Share Unit Award~~ ~~Granted as part of Mr. Van Wyk’s employment offer and intended to offset the value of equity forfeited at his previous employer~~
• ~~Vests 100% on the third anniversary of grant date, subject to service condition~~
~~For discussion of the performance achieved under these awards, and the payouts awarded to NEOs, please read the introduction to the~~~~Outstanding Equity Awards at 2013 Fiscal Year-End~~~~tables, beginning on page 59.~~
Compensation policies and practices

The Committee adopts policies and procedures to assist in the fulfillment of its duties, and ~~reviews these from time to time. We~~we describe some of the significant policies and procedures in this section.
In addition to formal policies and procedures, the Committee has several practices that it follows in the fulfillment of its duties and responsibilities. Some of ~~these~~those practices are described below.
Compensation and ~~risk.~~risk
The Committee evaluates the risks inherent in the incentive compensation program. For a detailed
discussion of how the Committee evaluates risk, please seeCompensation and Risk, which begins on page ~~53.~~54.
Independent compensation consultant
~~Retaining an independent compensation consultant.~~The Committee retains Meridian Compensation Partners, LLC as its independent compensation consultant. For a discussion of this relationship and the considerations that the Committee takes into account when determining independence, please see ~~pages 26 and 27.~~page 26.
48    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS

~~Selecting a peer group.~~Peer group
The Committee selects a peer group each year. We use this group to help measure relative performance and to determine our incentive performance unit payouts. We also use this group for general compensation comparisons.
In approving a peer group, the Committee analyzes several factors, including the mix and complexity of businesses, the markets being served, market capitalization, asset size, and changes resulting from mergers or shifts in strategic direction. We also look at the companies with whom we generally compete for talent.
The Committee annually ~~discusses~~reviews the composition of the peer group with management and its
independent compensation consultant. ~~The following~~For 2016, the Committee believed that the existing peer group ~~for 2014 remains unchanged from the prior year:~~
~~Peer Group~~
~~Bank of America Corporation~~
~~BB&T Corporation~~
~~Capital One Financial Corporation~~
~~Comerica Incorporated~~
~~Fifth Third Bancorp~~
~~JPMorgan Chase & Co.~~
~~KeyCorp~~
~~M&T Bank Corporation~~
~~Regions Financial Corporation~~
~~SunTrust Banks, Inc.~~
~~U.S. Bancorp~~
~~Wells Fargo & Company~~

~~The Committee believes that this peer group provides~~generally provided a balanced mix of institutions in light of our size, mix and scope of businesses, products and services, and sources of executive talent. PNC is larger than a majority of the peers, positioned between the median and the 75^thpercentile of the peer group, based on total assets, revenue and market capitalization.
The peer group for 2017 remained unchanged from 2016 and included 12 companies (including PNC), with assets, revenues and market capitalization for each company measured as of December 30, 2016:
Peer Group Company Ticker
Symbol       Peer
Assets
(in billions)
      Peer
Revenue
(in billions)
         Peer
Market
Capitalization
(in billions)

Bank of America Corporation
BAC    JPM    $ 2,491.0    JPM    $ 95.7       JPM    $ 307.3
BB&T Corporation
BBT    BAC    $ 2,187.7    WFC    $ 88.3       WFC    $ 276.4
Capital One Financial Corporation
COF    WFC    $ 1,930.1    BAC    $ 83.7       BAC    $ 222.2
Fifth Third Bancorp
FITB    USB    $ 446.0    COF    $ 25.5       USB    $ 87.2
JPMorgan Chase & Co.
JPM    PNC    $ 366.4    USB    $ 21.1       PNC    $ 56.7
KeyCorp
KEY    COF    $ 357.0    PNC    $ 15.2       COF    $ 41.9
M&T Bank Corporation
MTB    BBT    $ 219.3    BBT    $ 10.8       BBT    $ 38.1
Regions Financial Corporation
RF    STI    $ 204.9    STI    $ 8.6       STI    $ 26.9
SunTrust Banks, Inc.
STI    FITB    $ 142.2    FITB    $ 6.3       MTB    $ 24.4
U.S. Bancorp
USB    KEY    $ 136.5    RF    $ 5.6       FITB    $ 20.2
Wells Fargo & Company
WFC    RF    $ 126.0    MTB    $ 5.3       KEY    $ 19.7
   MTB    $ 123.4    KEY    $ 5.0       RF    $ 17.4
Executive stock ownership and retention
Our executive officers historically have held a significant portion of their assets in the form of our common stock (or other equity-based instruments that reflect the performance of our common stock). The Committee believes it is important to require our executive officers to meet minimum stock ownership guidelines, denominated in shares.
Each executive officer is subject to additional ownership requirements, even after the original ownership target is met. The ownership requirements increase the number of PNC shares that an individual needs to own over time. As new awards vest, designated executives need to retain more shares of stock, which they must then hold
until they retire or leave PNC. This ownership policy reflects compensation awards over an executive’s career, and also ties an executive’s personal wealth closely to the performance of PNC and the interests of our long-term shareholders.
Equity interests that count toward satisfaction of the ownership guidelines include shares owned outright by the officer, or his or her spouse and dependent children, restricted shares (subject to vesting requirements), certain equity awards and shares or stock units held in a benefit plan. We count 50% of any unvested equity-based award (that is payable in common shares) toward satisfaction of the ownership guidelines. The guidelines are as follows:
  Officer/Category
Base ownership
requirement (in shares)

Base ownership
requirement
(in dollars)⁽¹⁾

Ongoing retention
requirement
(as a % of newly vested
equity)
President and Chief Executive Officer
125,000 $14,620,000 33%
All other NEOs⁽²⁾
15,000 – 25,000 $1,754,400 – $2,924,000 25%
(1) Value based on PNC closing price of $116.96 as of December 30, 2016.
(2) The stock ownership guidelines apply to certain other senior executives as well, including all executive officers. One executive officer (not an NEO) has a requirement to own 5,000 shares ($584,800 in value as of December 30, 2016) with a 10% ongoing retention requirement.
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COMPENSATION DISCUSSION AND ANALYSIS

Newly hired or promoted executives who become subject to these guidelines will have up to six years to satisfy the guidelines. The Committee monitors compliance with these stock ownership guidelines and has determined that our current NEOs satisfy the guidelines. All other executives subject to the guidelines either satisfy the guidelines or are within the compliance period.
Clawback ~~of prior compensation.~~and forfeiture~~The Committee has approved~~
We have a “clawback” policy that applies to all of our NEOs and other executive officers, as well as other senior ~~employees~~executives and those employees receiving equity-based compensation. This policy applies to all incentive compensation provided on or after January 1, 2013, although some elements of the policy were in effect previously.

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A summary of PNC’s clawback and incentive compensation adjustment policy is ~~included in the table~~described below.

~~Provision~~Clawback ~~Provision Summary~~Negative Adjustments / Forfeiture
Trigger

~~Eligible Compensation Elements~~
~~Applicable Employee Population~~
~~Clawback for Materially~~Inaccurate ~~Performance~~Metrics
~~Metrics~~
~~Incentive~~Applies to incentive compensation ~~based~~onawarded as the result of materially inaccurateperformance ~~metric(s);~~ metrics (seebelow for additional details)

~~All incentive compensation(vested or unvested)~~
~~Senior executives & other seniorleaders~~
~~Clawback Resulting from~~Detrimental Conduct ~~Competitive~~
Applies when an individual (1) engages in competitive activity withoutprior consent ~~while~~– either as an employeeof PNC or for 1one year ~~postemployment~~

~~Fraud,~~after employment; (2) commits fraud, misappropriation or~~embezzlement~~

~~Felony conviction~~ embezzlement; or (3) is convicted of a felony

~~All unvested long-term incentivecompensation~~
~~All equity recipients~~
~~Negative AdjustmentsResulting fromPerformance Against~~Risk Metrics Performance ~~Less~~
May apply when there is less than desired performanceagainst corporate or businessunit risk metrics, as applicable

~~All unvested long-term incentive~~Risk-Related Actions
~~compensation~~
~~Senior executives & other seniorleaders~~
~~Negative AdjustmentsResulting from Risk-Related Actions~~ ~~Action~~May apply when an individual’s actions, or the failure to ~~take action,~~act, either as an individual orsupervisor, ~~demonstrating~~demonstrates afailure to provide appropriateconsideration of ~~risk;~~ risk (see belowfor additional details)
Applies to All incentive compensation – vested or unvested All unvested long-term incentive compensation
All unvested long-term
incentive compensation
~~compensation~~Employees affected NEOs and other senior leaders All equity recipients All equity recipients

For purposes of the clawback for materially inaccurate performance metrics, performance metrics include any metric, including corporate financial results, used directly or indirectly to determine whether or not incentive compensation is to be provided to an executive (or group of executives) or to determine the amount of any such compensation. The portion of the incentive compensation that represents the excess over what would have been provided if there had been no material inaccuracy in the performance metric will be subject to clawback. The Committee retains discretion, to the extent legally permissible, to determine that it would not be in PNC’s best interests to seek to enforce the clawback.
For purposes of the negative adjustment resulting from ~~risk related~~risk-related actions, the Committee may reduce or cancel unvested long-term incentive compensation granted to an employee who takes ~~risk-related actions~~action (or fails to take action) that result in, or are reasonably expected to result in, a material adverse impact to PNC or a business unit, such as:

• ~~Not following applicable risk management policies or procedures,~~
• ~~Disregarding the significant risks associated with a course of action for which the employee is responsible,~~
• ~~Violating, or permitting or enabling PNC to violate, statutory or regulatory requirements, or~~
• ~~Not escalating risk concerns to appropriate individuals, committees or other governing bodies.~~
Not following applicable risk management policies or procedures;

Disregarding the significant risks associated with a course of action for which the employee is responsible;
Violating, or permitting or enabling PNC to violate, statutory or regulatory requirements; or
Not escalating risk concerns to appropriate individuals, committees or other governing bodies.
This applies both to individual employees who took risk-related actions (or failed to take action) and their supervisors. The types of adverse impacts could include matters such as impacts to PNC’s or a business segment’s or corporate function’s financial performance, capital or liquidity positions, reputation or business prospects.
The negative adjustment resulting from ~~risk related~~risk-related actions allows PNC to recoup unvested equity awards from recipients whose inappropriate risk-taking activities have resulted in, or are expected to result in, a material adverse impact to PNC in the future. By doing so, PNC is able to add further risk-balancing to our incentive arrangements by accounting for both forward- and backward-looking risk adjustments.
~~In February 2014, the Committee adopted amendments to the~~The policy ~~to provide~~provides that if PNC applies the policy to recoup or clawback incentive compensation or negatively adjust incentive compensation as a result of risk-related actions and the underlying factual circumstances are otherwise publicly reported by PNC (1) in a filing with the SEC or (2) in disclosure that would otherwise meet the requirements for public disclosure by PNC under the SEC’s Regulation FD or (3) are disclosed by a third party in a publicly available court or administrative filing, then PNC will disclose in its annual shareholder meeting proxy statement, a current report on Form 8-K or other public filing made by it with the SEC or a posting in a clearly identifiable location in the Investor Relations section of its corporate website:

a general description of the circumstances giving rise to the incentive compensation recovery or
50    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
• ~~a general description of the circumstances giving rise to the incentive compensation recovery or~~ adjustment, including items such as the number of employees, seniority of employees, and line of business ~~impacted,~~impacted; and
• ~~the aggregate amount of incentive compensation recovered or adjusted.~~

the aggregate amount of incentive compensation recovered or adjusted.
PNC may limit such disclosure if it would be likely to result in, or exacerbate, any existing or threatened, employee, shareholder or other litigation, arbitration or proceeding against PNC.
Shareholder approval of severance ~~agreements.~~agreements~~In 2011, our Board adopted, at~~
We have a Board-approved policy regarding the ~~recommendation~~shareholder approval of ~~the Committee, a Policy Regarding Shareholder Approval of~~
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~~Future Severance Arrangements. This policy applies to~~ future severance ~~arrangements with executive officers.~~arrangements. Under this policy, PNC will not enter into an arrangement with an executive officer that provides for additional severance benefits in an amount exceeding 2.99 times the sum of the executive officer’s annual base salary and target bonus for the year of termination, unless the future severance arrangement is approved by the affirmative vote of a majority of votes cast by shareholders on the matter.
The policy applies only to future severance arrangements. Future severance arrangements do not include existing severance agreements or agreements to which PNC becomes obligated in connection with an acquisition, unless in each case the severance agreement is modified to materially increase benefits that would be considered additional severance benefits. Our Board retains the right to amend, terminate or waive the policy and will promptly disclose any such change. We have made this policy available atwww.pnc.com/~~corporategovernance~~corporategovernance..
Since 2009, no new change in control agreement has included an excise tax gross-up. In addition, in 2016, we eliminated excise tax gross-ups for all existing change in control agreements. For a more detailed discussion on change in control arrangements, please seeChange in control agreements beginning on page 71.
~~Consideration of tax deductibility.~~Section 162(m) of the Internal Revenue Code does not generally allow a company to deduct compensation over $1 million paid to certain executive officers. Under the tax rules, the executive officers whose compensation is subject to Section 162(m) includes the CEO and the next three highest-compensated executive officers (other than the CEO and the CFO).
One exception to this disallowance applies to performance-based compensation paid under shareholder-approved plans. Awards made under our shareholder-approved plans—the 1996 Executive Incentive Award Plan (annual incentive awards) and the 2006 Incentive Award Plan (other equity-based awards)—are intended to be eligible for the performance-based exception and therefore, deductible by PNC for federal income tax purposes.
Although the Committee considers the desirability of limiting PNC’s non-deductible expenses when it makes compensation decisions, the Committee believes in maintaining the flexibility and competitive effectiveness of the executive compensation program. Tax deductibility, while an important consideration, is analyzed as one component of the overall program.
Limiting ~~perquisites.~~perquisites
The Committee believes in limiting the amount of perquisites provided to our executives. Since 2009, each executive officer receives a $10,000 allowance for perquisites. If the executive exceeds this allowance, the executive is asked to reimburse PNC for the excess, if legally permissible.
We consider a benefit to be a perquisite or personal benefit unless its purpose is clearly and exclusively ~~business related.~~business-related. We value perquisites based on their incremental cost to us. ~~Executive officers do not receive tax “gross-ups” on any perquisites.~~
The principal perquisites that we may provide to ~~some or all of~~ our executive officers ~~include:~~include financial consulting and tax preparation ~~services;~~services and limited personal use of corporate aircraft, as approved by our ~~CEO; incidental costs of medical examinations not covered by health insurance; and costs~~CEO. In 2016, the Committee also approved a perquisite for Mr. Demchak related to the installation of home security services. With respect to that perquisite, Mr. Demchak has agreed to pay the ongoing maintenance costs personally. The perquisites that we provide to our executive officers under this program do not include any tax “gross ups”. We may provide additional perquisites to an executive officer from time to ~~time.~~ time, but this is not common.
In ~~conjunction with Mr. Van Wyk’s employment with PNC, he received relocation benefits pursuant~~addition to ~~the terms of our Executive Relocation Policy. We viewed~~ these ~~relocation expenses as necessary business expenses and thus they were not restricted by the $10,000 perquisite allowance.~~
~~William S. Demchak, James E. Rohr, Robert Q. Reilly and an additional~~perquisites, each executive officer ~~have access~~(other than the CEO) receives a $10,000 allowance for personal aircraft usage. As the
Committee has previously recommended that Mr. Demchak take all flights (personal or business) on the corporate aircraft, the Committee has approved an allowance, not to ~~our corporate aircraft~~exceed $100,000, for personal flights ~~but each of these individuals is required to pay PNC for~~taken on the ~~cost of all such flights, as determined under~~aircraft by Mr. Demchak.
The Committee has previously approved the ~~terms~~execution of lease (“time-sharing”) agreements between PNC and ~~the executive. During 2013, each of these executives~~certain executive officers, including our CEO and one other than Mr. Reilly paid for all personal usage of the aircraft under the terms of these agreements. Before he executed a time-sharing agreement during 2013, Mr. Reilly’s personal use was subject to the $10,000 perquisite allowance discussed above. The Committee has approved the time-sharingNEO (Mr. Reilly). These agreements ~~in order~~help us to comply with Federal Aviation Administration (FAA) rules and regulations that would otherwise prohibit executives from reimbursing PNC for the incremental cost of personal flights. Under the terms of these time-sharing agreements, Mr. ~~Johnson had access to~~Demchak and Mr. Reilly will pay for the ~~corporate aircraft under his time-sharing agreement. This agreement was terminated in connection with his retirement. Mr. Rohr’s time-sharing agreement will be terminated upon his retirement.~~
costs of any personal flights that exceed the allowances described above.
Due to certain operational restrictions and administrative efficiencies, we operate our corporate aircraft under FAA rules and regulations that limit our ability to accept reimbursement for personal aircraft usage unless an individual has a time-sharing agreement. The ~~timesharing~~time-sharing agreements provide a mechanism to obtain reimbursement from the executive. The costs paid by our executive officers under the terms of the agreements include incremental costs, as well as a federal excise tax and other fees. For flights subject to these time-sharing agreements, the officer is required to pay us for the following costs:

• ~~fuel, oil, lubricants, and other additives;~~
• ~~travel expenses of crew, including food, lodging, and ground transportation;~~
• ~~hanger and tie-down costs away from the aircraft’s base of operation;~~
• ~~insurance obtained for the specific flight;~~
• ~~landing fees, airport taxes, and similar assessments;~~
•
fuel, oil, lubricants, and other additives;
travel expenses of crew, including food, lodging, and ground transportation;
hangar and tie-down costs away from the aircraft’s base of operation;
insurance obtained for the specific flight;
landing fees, airport taxes, and similar assessments;
custom, foreign permit, and similar fees directly related ~~to the flight;~~
• ~~in-flight food and beverages; and~~
• ~~passenger ground transportation.~~
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~~In March 2014, the Committee approved amendments~~ to the flight;
in-flight food and beverages; and
passenger ground transportation.
The Committee has adopted an aviation policy ~~governing the use of company aircraft. To supplement the policy, the Committee also adopted~~and written procedures to document ~~and refine~~ the principles to be applied in determining the classification of a flight as business or personal and the calculation of aggregate incremental cost for perquisite purposes, including definitions of personal use and enhanced methods for allocating costs between business and personal in complex situations and an approach for capturing deadhead flights where appropriate in the calculation of incremental costs for personal aircraft use. The Committee also approved the use of an amended form of time-sharing agreement to bring amounts to be billed into alignment with the new procedures (subject to FAA maximum billing limitations). As permitted by the FAA rules, the new form of agreement provides for the billing of an additional charge equal to 100% of the costs of fuel, oil and lubricants listed above to facilitate the alignment of incremental cost as currently calculated and amounts billed.
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COMPENSATION DISCUSSION AND ANALYSIS

Guidelines on the use of ~~discretion.~~discretion
The Committee has adopted guidelines regarding the use of discretion in incentive compensation plans. Under these guidelines, the use of discretion will be exercised so that incentive compensation awards are reasonably aligned with risk-adjusted performance. The guidance provides, among other things, that discretionary increases in compensation should be based on behaviors, actions, or results that are deemed to be extraordinary, exceed expectations, or provide meaningful direct or indirect benefits to PNC or our businesses. At the same time, discretionary reductions in compensation should be based on behaviors, actions, or results that fail to meet expectations or negatively impact our performance, reputation, or work environment. The guidelines specifically address the need to evaluate both inappropriate risk-taking behaviors during the performance year, as well as the outcome of prior inappropriate risk-taking behaviors, when making discretionary incentive compensation decisions. In addition, managers are generally required to document how discretion was applied in considering risk-taking behaviors and outcomes in employees’ performance evaluations or incentive compensation recommendations, particularly for our most senior ~~level employees.~~
~~Executive stock ownership and retention.~~Our executive officers historically have held a significant portion of their personal wealth in the form of our common stock (or other equity that reflects the performance of our common stock). The Committee believes it is important to require our executive officers, to meet minimum stock ownership guidelines.
Our policy denominates the ownership requirement in shares, and each executive officer and other key employees are also subject to additional ownership requirements, even after the original ownership target is met. The ownership requirements increase the number of PNC shares that an individual needs to own over time. As new awards vest, designated employees need to retain more shares of stock, which they must then hold until they retire or leave PNC. This ownership policy reflects compensation awards over an executive’s career, and also ties an executive’s personal wealth closely to the performance of PNC and the interests of our long-term shareholders.
Equity interests that count toward satisfaction of the ownership guidelines include shares owned outright by the officer, or his or her spouse and dependent children, restricted shares (subject to vesting requirements), certain equity awards and shares or stock units held in a benefit plan. The guidelines are as follows:
Base requirement
Officer/Category Share ownership
(base requirement) (value as of
12/31/2013)⁽¹⁾ Ongoing retention
requirement
President and Chief Executive Officer 125,000 $ 9,697,500 33 %
Senior Vice Chairman 50,000 $ 3,879,000 33 %
Management Executive Committee Members 25,000 $ 1,939,500 25 %
Other Corporate Executive Group (CEG) Members 25,000 $ 1,939,500 25 %
Controller 5,000 $ 387,900 10 %
~~(1)~~ ~~Value based on PNC closing price of $77.58 as of December 31, 2013.~~
Over time, the guidelines will link additional stock ownership to compensation awards, rather than stock price volatility. Newly hired or promoted employees who become subject to these guidelines will have up to six years to satisfy the guidelines. The Committee monitors compliance with these stock ownership guidelines and has determined that our currently employed NEOs satisfy the guidelines. All other employees subject to the guidelines either satisfy the guidelines or are within the compliance period.
executives.
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~~Timing of equity grants.~~The Committee has adopted a policy for making equity compensation grants. This policy formalizes the practices that we generally use to grant stock options and other equity awards to most employees. The Committee believes that making equity grants as of specifically identified dates improves transparency and reduces risk. The Committee also seeks the flexibility to make all of its principal compensation decisions (salary, annual incentive, equity-based grants) on one specific date. We have not granted any stock options to our NEOs since 2010.
Generally, the Committee delegates to management the opportunity to grant equity-based awards to non-executive employees out of a pool of units established by the Committee for each year. The policy for these grants is otherwise the same as the policy applicable to grants to executive officers and other members of senior executive management. Most of these grants are awarded to non-executive employees as part of the annual performance and compensation review process, with generally the same grant date as the one used for the executive officers and other members of senior executive management. To the extent that units remain in the pool after the annual performance review period, management may grant additional equity-based awards later in the year. Stock options may only be granted outside of the annual incentive process two business days after the first quarterly earnings release following the grant decision date. The grant date for other equity-based awards may be any date, although the general practice is all equity awards shall have the same grant date, to the extent practicable.
Restrictions on trading, hedging and ~~hedging.~~pledging
Our Code of Business Conduct and Ethics and related policies, which apply to all of our employees, include anti-hedging provisions that prohibit all employees from day trading or short selling PNC securities and from engaging in transactions in any derivative of PNC securities (other than securities issued under a PNC compensation plan), including buying and writing options.
We ~~have a policy that prohibits~~prohibit certain employees, including all of our executive officers, from purchasing or selling our securities beginning ~~15 days before~~ the ~~end~~16^th day of the last month of
each calendar quarter until the second business day after we release our earnings for that quarter. We may also impose additional trading restrictions on certain employees, including all of our executive officers, due to the availability of material, non-public information regarding PNC or our securities. In addition, we require certain employees, including all executive officers, to pre-clear personal investments (other than in specified types of securities) made by the individual or any immediate family members.
Additionally, we do not allow directors, executive officers and certain other senior employees to pledge PNC securities.
~~Our~~Consideration of tax deductibility
Section 162(m) of the Internal Revenue Code ~~of Business Conduct~~does not generally allow a company to deduct compensation over $1 million paid to certain executive officers. Under the tax rules, the executive officers whose compensation is subject to Section 162(m) includes the CEO and Ethics and related policies, which apply to all of our employees, have for many years included anti-hedging provisions that prohibit all employees from day trading or short selling PNC securities and prohibit all employees from engaging in transactions in any derivative of PNC securitiesthe next three highest-compensated executive officers (other than ~~securities issued~~the CEO and the CFO).
One exception to this disallowance applies to performance-based compensation paid under ashareholder-approved plans. Awards made under our shareholder-approved plans—the 1996 Executive Incentive Award Plan (annual incentive awards) and the 2016 Incentive Award Plan (other equity-based awards)—are intended to be eligible for the performance-based exception and therefore, deductible by PNC for federal income tax purposes.
Although the Committee considers the desirability of limiting PNC’s non-deductible expenses when it makes compensation ~~plan), including buying~~decisions, the Committee believes in maintaining the flexibility and ~~writing options.~~competitive effectiveness of the executive compensation program. Tax deductibility, while an important consideration, is analyzed as one component of the overall program.

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COMPENSATION COMMITTEE REPORT
We have reviewed and discussed the Compensation Discussion and Analysis with PNC’s management, and based on our review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
The Personnel and Compensation Committee of the Board of Directors of The PNC Financial Services Group, Inc.
Dennis F. Strigl,~~Chairman~~Chair
Charles E. Bunch
~~Paul W. Chellgren~~
Andrew T. Feldstein
Richard B. Kelson
~~Thomas~~
Michael J. ~~Usher~~Ward

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COMPENSATION AND RISK
This section explains how we consider risk at PNC, and the relationship between risk management, performance, and compensation. We also discuss the risk reviews presented to our Board’s Personnel and Compensation Committee, and the methodology we use to assess the potential risks in our incentive compensation plans.
Risk management at PNC

We ~~cannot avoid risk.~~encounter risk as part of the normal course of operating our business. The successful execution of our strategy requires effective management of the risks we decide to ~~take.~~
~~Our risks may be internal or external, within~~take to maintain the trust of our ~~control or not, but we do not attempt to eliminate all risk. Instead, we want to understand, assess~~customers and ~~manage~~provide the ~~risk.~~ best overall customer experience.
We want our decisions to reflect aour desired risk appetite. It is our responsibility to establish an enterprise risk management framework that facilitates risk management for the benefit of our customers and shareholders.
Enterprise risk appetite statement
We manage our risk appetite to optimize long-term shareholder value while supporting our employees, customers, and communities. In doing so, we:

LOGO
Achieve our business objectives and protect our brand by accepting risks that are understood, quantifiable, and analyzed through all phases of the economic cycle.
LOGO
Earn trust and loyalty from all stakeholders including employees, customers, communities, and shareholders.
LOGO
Reward individual and team performance by taking into account risk discipline and performance measurement.
LOGO
Practice disciplined capital and liquidity management so that the firm can operate effectively through all economic cycles.
We strive to embed a culture of risk management throughout PNC. With each of our employees, we reinforce the importance of managing risks in executing on our strategic ~~objectives. We set expectations by focusing on~~objectives and in support of our desired risk ~~management and this, together with other risk management tools, helps to create risk-sensitive incentive compensation programs.~~
appetite.
We ~~dynamically manage~~approve our ~~risk appetite to optimize long-term shareholder value while supporting our employees, customers,~~Enterprise Risk Management Framework and ~~communities.~~
We actively support a risk management culture that encourages communication and teamwork, to help us manage our risks in the best interests of our business and shareholders. We dynamically set our strategies and make distinct risk taking decisions with consideration for the impact to our aggregate risk position.
We set limits on the transactions that may be taken by employees in a line of business. In managing the risks we encounter, we employ the following accepted guiding principles to establish boundaries for the risks which we are willing to accept in the course of doing business. These include being able to effectively:
• ~~identify and understand risks and returns~~
• ~~make balanced risk decisions~~
• ~~monitor and manage risks~~
~~Our~~ key risk policies ~~are approved~~ at the Board level. We discuss our risk management approach ~~beginning on page 71~~in the Risk Management section of Item 7 of this year’s Annual Report on Form 10-K.
We ~~intend that the incentives we build into~~reflect our ~~executive compensation structure support our~~desired enterprise risk appetite by helping to ensure that our performance management and compensation arrangements for all employees are balanced in ways that ~~these~~do not create incentives ~~when viewed in total, should not encourage our employees to take unnecessary~~for imprudent or excessive ~~risks.~~
~~Compensation~~risk-taking, are designed to provide a superior customer experience, and are reflective of our business model, management structure, and risk
appetite.
Our compensation philosophy supports and reflects PNC’s risk appetite and risk management culture. Our risk policies and procedures guide our management decisions, including how we ~~compensate~~pay employees. By setting and communicating our risk ~~tolerances~~appetite in advance, we seek to manage and control the risks that employees can take or influence, consistent with their roles and responsibilities.
All employees have performance goals ~~that are specifically~~ tied to business and individual performance, but each employee, no matter their role at PNC, also has
customer focus and risk ~~management.~~management goals. We ~~then~~ evaluate employee performance against these goals, ~~including how they manage risks throughout the year,~~ in addition to considering risk outcomes from actions taken in prior years. We ~~base our incentive compensation decisions on~~incorporate this comprehensive evaluation of employee risk ~~management.~~
management into our performance and incentive compensation decisions. In addition, all employees are encouraged to collaborate across groups to identify and mitigate risks and elevate and address identified issues or concerns.
Our compensation program is designed to encourage management of risk within our appetite and discourage inappropriate risk-taking by granting a diverse portfolio of incentive compensation awards to our executives and other senior employees that is expected to reward desired behavior over time.
Specifically, we balance our portfolio of awards between fixed and variable compensation; cash and equity-based compensation; and annual and long-term compensation. We base awards on the Committee’s assessment of a variety of quantitative and qualitative performance measurements, both on an absolute and a relative basis. Compensation decisions also rely on discretion to consider other factors, such as effective risk management, commitment to delivering a superior customer experience, compliance with controls and ethical duties, competition for top talent, market-based pay levels, and the need to attract ~~develop, grow,~~ and ~~retain the leadership team.~~engage our leaders.

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~~Risk review of compensation plans~~
COMPENSATION AND RISK

Our Chief Risk Officer makes regular reports (at least quarterly) to our Board’s Personnel and Compensation Committee to discuss risk management and reinforce the connection between effective risk management and incentive compensation. Our Chief Risk Officer also presents the Committee with a risk assessment for each of our principal business units as well as a collective assessment of staff functions including finance, human resources, technology, and operations. In addition, we have at least one director who was a member of both the Personnel and Compensation and Risk Committees during 2013.
As discussed in our CD&A, the long-term incentive program includes grants to our NEOs and certain other executives that include robust risk-based performance metrics. Payouts under these grants could be reduced or eliminated if we do not meet specific risk criteria over the vesting period.
We also have a broad-based clawback policy described on pages 50 and 51.
We ~~implemented~~maintain an equity program for approximately ~~130~~120 senior leaders below the executive levels that is designed to help ensure that their incentive compensation awards reflect risk-adjusted performance outcomes that would pay out, if at all, over a four-year period. ~~This group of~~These senior leaders ~~receives~~ receive
a portion of their incentive compensation in an equity-based award that is subject to a risk-based review trigger. ~~We maintain separate~~The equity award agreements for our senior leaders all contain an enterprise-wide risk-based review ~~triggers~~trigger, while the agreements for senior leaders in business segments ~~versus~~(as opposed to those in administrative or control ~~functions.~~functions) contain an additional, business-specific risk-based review trigger. If a risk-based review is triggered, the applicable review committee will determine whether a downward adjustment is warranted, up to a complete cancellation of the share units in that year’s tranche.

Risk review of compensation plans
Our Chief Risk Officer (CRO) reports at least quarterly to our Board’s Personnel and Compensation Committee to discuss risk management and review the connection between effective risk management and incentive compensation. Our CRO also presents the Committee with a risk assessment for each of our principal business units as well as a collective assessment of staff functions including finance, human resources, legal, operations and technology. In addition, we have at least one director who is a member of both the Personnel and Compensation and Risk Committees. At present, the Chair of the Risk Committee also serves on the Personnel and Compensation Committee.
We ~~also~~ have systematically identified individuals — or groups of employees — who could potentially expose us to material financial loss, either individually or as a collective group. As with our incentive compensation ~~plan~~risk assessment, we ~~also~~have established a cross-functional team that continues to identify and monitor these individuals or groups.
We ~~also~~have developed a standardized governance framework for our incentive compensation plans to help monitor and validate these plans. We want our plans to achieve an appropriate balance of compensation, customer orientation, and risk-adjusted performance — this framework helps to ensure that we have the appropriate procedures,
controls and independent challenges in place to do so. We continue to assess and modify our incentive compensation ~~plans. The~~plans in accordance with this framework ~~represents a balanced evaluation~~to help ensure our plans appropriately reflect risk considerations and the duration of the ~~relationship between~~risks and to enhance the documentation of existing risk-balancing strategies. Examples of incentive ~~compensation, measures~~plan modifications include:
Adding or increasing the visibility of ~~financial performance~~risk and ~~risk management. This framework helps PNC evaluate whether incentive compensation may drive or influence excessive risk taking~~customer focus metrics to plans based on ~~behalf~~the structure of the plan ~~participants.~~
~~We have previously performed a detailed analysis of our material incentive compensation plans at PNC — plans that covered approximately 85%~~and the nature of the ~~population eligible to receive incentive compensation awards –~~business and ~~have completed design assessments~~the roles of ~~these plans. To do this, we relied on work from cross-functional teams that included business unit leaders, and senior executives from our~~participants
Adding or formalizing language around delaying award payments or recapture of payments where subsequent risk ~~management, finance, and human resources functions. We looked at how plan participants could earn incentives under~~metrics indicate excessive risk taking
Enhancing documentation of the ~~plan, and evaluated~~ plan design and ~~plan decisions to understand the overall risks, as well as the duration~~use of ~~those risks.~~
We added several design features to the plans to help balance compensation and risk. These features typically included the addition of a risk-based metric (either backward or forward-looking in nature), or the introduction of a deferred payout. We also enhanced the guidelines regarding how we use discretion in ~~making incentive compensation decisions under these~~non-formulaic plans ~~and we modified our performance evaluation process for all of our employees to reflect specific risk considerations.~~
at the pool funding, business allocation, or individual award level
Based on our approach to ~~enterprise~~ risk management, ~~the~~our comprehensive ~~risk review of our~~ incentive ~~compensation plans,~~plan governance framework, our risk assessments for significant businesses and staff functions, and the ~~addition~~inclusion of risk-based metrics toin our long-term incentive compensation programs, we believe that the risks arising from our compensation plans, policies, and practices are not reasonably likely to have a material adverse effect on PNC.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement54    55
~~Back to Contents~~
COMPENSATION TABLES
Summary compensation table

Name & Principal
Position Year Salary
($)^(a) Bonus
($)^(b) Stock
Awards
($)^(c) Option
Awards
($)^(d) Non-Equity
Incentive Plan
Compensation
($)^(e) Change in
Pension Value &
Nonqualified
Deferred
Compensation
Earnings
($)^(f) All Other
Compensation
($)^(g) Total
($)
William S. Demchak* 2013 $ 922,115 - $ 3,863,752 - $ 3,083,333 $ 53,668 $ 59,235 $ 7,982,103
President and CEO 2012 $ 750,000 - $ 4,416,686 - $ 1,825,840 $ 473,720 $ 58,894 $ 7,525,140
2011 $ 750,000 - $ 5,903,515 - $ 2,130,000 $ 428,617 $ 80,830 $ 9,292,962
James E. Rohr* 2013 $ 1,062,308 - $ 6,427,941 - $ 918,000 - $ 92,960 $ 8,501,209
Executive Chairman 2012 $ 1,200,000 - $ 4,922,847 - - $ 2,684,484 $ 135,475 $ 8,942,806
and Former CEO 2011 $ 1,169,231 - $ 8,861,121 - $ 2,010,000 $ 4,369,782 $ 197,016 $ 16,607,150
Robert Q. Reilly* 2013 $ 475,000 - $ 1,189,642 - $ 1,075,000 $ 35,169 $ 35,327 $ 2,810,138
Chief Financial Officer
Richard J. Johnson* 2013 $ 336,538 - $ 2,603,663 - $ 800,000 $ 95,850 $ 33,400 $ 3,869,451
Former Chief 2012 $ 500,000 - $ 1,597,424 - $ 1,003,650 $ 208,116 $ 40,638 $ 3,349,828
Financial Officer 2011 $ 496,154 - $ 1,997,864 - $ 1,062,500 $ 155,973 $ 45,493 $ 3,757,984
Michael P. Lyons 2013 $ 700,000 - $ 4,555,912 - $ 2,020,000 $ 21,411 $ 2,154 $ 7,299,477
Executive V.P., Head
of Corporate &
Institutional Banking 2012 $ 700,000 - $ 5,982,880 - - $ 11,448 $ 336,352 $ 7,030,680
E. William Parsley, III 2013 $ 500,000 - $ 4,194,598 - $ 1,075,000 - $ 5,577 $ 5,775,175
Executive V.P., Chief 2012 $ 484,615 - $ 4,380,190 - $ 694,700 $ 148,751 $ 12,762 $ 5,721,018
Investment Officer
and Treasurer 2011 $ 400,000 - $ 3,984,997 - $ 950,000 $ 176,214 $ 39,967 $ 5,551,178
Steven C. Van Wyk 2013 $ 490,385 $ 1,389,350 $ 1,902,707 - $ 1,000,000 $ 5,658 $ 153,085 $ 4,941,185
Executive V.P., Head
of Technology and
Operations
Name & Principal Position Year Salary
($)^(a) Stock
Awards
($)^(b) Non-Equity
Incentive Plan
Compensation
($)^(c)
Change in
Pension
Value &
Nonqualified
Deferred
Compensation
Earnings
($)^(d)
All Other
Compensation
($)^(e)
Total
($)

William S. Demchak
2016 $ 1,100,000 $ 7,799,958 $ 3,400,000 $ 623,494 $ 218,008 $ 13,141,460
Chairman, President
2015 $ 1,100,000 $ 6,959,910 $ 4,100,000 $ 393,715 $ 165,501 $ 12,719,126
& Chief Executive Officer
2014 $ 1,089,615 $ 5,999,978 $ 3,540,000 $ 650,626 $ 57,685 $ 11,337,904
Robert Q. Reilly
2016 $ 500,000 $ 1,899,844 $ 1,275,000 $ 295,003 $ 47,495 $ 4,017,342
Executive Vice President &
2015 $ 500,000 $ 1,874,944 $ 1,400,000 $ 193,677 $ 43,344 $ 4,011,965
Chief Financial Officer
2014 $ 500,000 $ 1,549,936 $ 1,375,000 $ 316,836 $ 60,922 $ 3,802,694
Michael P. Lyons
2016 $ 700,000 $ 4,079,848 $ 1,940,000 $ 22,610 $ 36,228 $ 6,778,686
Executive Vice President & Head of
2015 $ 700,000 $ 4,019,824 $ 2,020,000 $ 22,953 $ 6,754 $ 6,769,531
Corporate & Institutional Banking
2014 $ 700,000 $ 4,079,882 $ 1,980,000 $ 21,677 $ 6,577 $ 6,788,136
E William Parsley, III
2016 $ 588,462 $ 4,799,872 $ 2,250,000 $ 123,239 $ 148,341 $ 7,909,914
Executive Vice President, Chief Investment
2015 $ 500,000 $ 4,549,900 $ 1,300,000 $ 50,634 $ 22,108 $ 6,422,642
Officer, Treasurer & Head of Consumer Lending
2014 $ 500,000 $ 4,574,917 $ 1,050,000 $ 164,669 $ 10,200 $ 6,299,786
Steven C. Van Wyk
2016 $ 500,000 $ 1,599,984 $ 1,080,000 $ 19,399 $ 20,591 $ 3,219,974
Executive Vice President, Head of

Technology & Operations

* Mr. Rohr served as CEO from May 2000 to April 23, 2013. Mr. Rohr assumed the new position of Executive Chairman of PNC on that date. Effective at the annual meeting of shareholders on April 23, 2013, Mr. Demchak succeeded Mr. Rohr as CEO. Effective August 12, 2013, Mr. Johnson retired as Chief Financial Officer of PNC and Mr. Reilly succeeded Mr. Johnson as Chief Financial Officer.
(a) The “Salary” column includes any salary amounts deferred by an NEO under qualified (ISP) or non-qualified ~~(SISP, DCP and DCIP)~~(DCIP) benefit plans. We describe these PNC plans on page 67. Please also see theNon-qualified deferred compensation in fiscal ~~2013~~2016 tableon page 68 for the aggregate deferrals during ~~2013. During 2013, Mr. Demchak was paid $688,462 in salary as CEO and $233,653 in salary for his former role. Mr. Rohr was paid $373,846 in salary as CEO and $688,462 in salary for his current role.~~2016.
(b) Mr. Van Wyk received two cash payments during 2013 reportable in the Bonus column. A one-time signing bonus was paid in January and a March payment compensated Mr. Van Wyk for bonuses forfeited at his former employer.
~~(c)~~ The amounts in the “Stock Awards” column reflect the grant date fair value of stock ~~awards.~~awards (whole shares only). The grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (FASB ASC Topic 718). See Note 1612 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2016 for more information. The value of any fractional shares is paid in cash and included in the All Other Compensation column. See footnote (e) for additional details. In ~~2013,~~2016, stock awards were granted on February ~~14, 2013~~11, 2016 consisting of long-term incentive performance units and performance-based restricted share units, and for Mr. Parsley, a grant of ALM incentive performance units. For 2012, Mr. Rohr and Mr. Lyons received a portion of their incentive compensation normally paid in cash in the form of restricted stock on February 14, 2013 based on the NYSE closing price on that day of $63.87. In connection with Mr. Van Wyk joining PNC he was granted restricted share units on January 22, 2013. In recognition for his contributions to PNC during 2013, as part of his pro-rated incentive award, Mr. Johnson was granted a restricted share unit award on July 19, 2013. The grant date fair value of the incentive performance units, performance-based restricted share units and the ALM incentive performance units is calculated using the target number of units underlying the award and a per share value based on the NYSE closing price of our common stock on February ~~14, 2013~~11, 2016 of ~~$63.87.~~$78.17. If PNC’s performance during the applicable measurement period results in the maximum number of units vesting, our executives would each be entitled to receive a maximum award with a grant date fair value of the maximum award as follows:

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~55
Grant Date Fair Value of Maximum Award
NEO Incentive Performance Units Performance-Based Restricted Share Units
William S. Demchak
$4,874,916 $4,874,916
Robert Q. Reilly
$1,187,402 $1,187,402
Michael P. Lyons
$2,549,905 $2,549,905
E William Parsley, III*
$1,124,944 $1,124,944
Steven C. Van Wyk
$   999,951 $   999,951

~~Back to Contents~~
Grant Date Fair Value of Maximum Award
NEO Incentive Performance Units Performance-Based Restricted Share Units
William S. Demchak $ 2,414,845 $ 2,414,845
James E. Rohr $ 2,767,487 $ 2,767,487
Robert Q. Reilly $ 743,527 $ 743,527
Richard J. Johnson $ 939,767 $ 939,767
Michael P. Lyons $ 1,970,948 $ 1,970,948
E. William Parsley, III* $ 746,640 $ 746,640
Steven C. Van Wyk $ 712,071 $ 712,071
* The grant date fair value of Mr. Parsley’s ALM grant at the maximum value is ~~$5,999,948.~~$5,999,860.
See theGrants of plan-based awards in ~~2013~~2016 tableon pages 5758 and 5859 for more information regarding the grants we made in ~~2013,~~2016, the Outstanding equity awards at ~~2013~~2016 fiscal year-end table on pages ~~61 to~~62 and 63 for more information regarding options and other awards outstanding at December 31, ~~2013,~~2016, and theOption exercises and stock vested in fiscal ~~2013~~2016 table on page 64 for more information regarding stock vesting during ~~2013.~~2016.
~~(d)~~(c) ~~There were no stock option grants to the~~Our NEOs ~~during 2013, 2012 or 2011.~~
~~(e)~~ ~~Normally our NEOs receive~~received an annual incentive award paid in cash early in ~~the year~~2017 which is ~~under~~reflected in this column for the 2016 performance year. For 2012 performance, Mr. Demchak, Mr. Johnson and Mr. Parsley each received an annual incentive award in accordance with this award practice paid entirely in cash in the first quarter of 2013. Mr. Rohr and Mr. Lyons did not receive a cash award, but were awarded restricted stock on February 14, 2013 with the grant date fair value reported under stock awards for 2013 as reflected in the~~Grants of plan-based awards in 2013 table~~~~on pages 57 and 58.~~
~~(f)~~(d) The dollar amounts in this column include the increase in the actuarial value of our Qualified Pension Plan, ERISA Excess Pension Plan and Supplemental Executive Retirement ~~Plan, as measured from the plan measurement date used for our 2012 audited consolidated financial statements to the plan measurement date used for our 2013 audited consolidated financial statements.~~Plan. We describe these plans on page 65. The amounts include both (1) the ~~increase~~change in value due to an additional year of service, compensation ~~increases~~changes and plan amendments (if any) and (2) the change in value attributable to ~~interest. The aggregate change in pension value for Messrs. Rohr and Parsley were $(1,513,571) and $(23,085), respectively.~~other assumptions, most significantly discount rate.
We do not pay above-market or preferential earnings on any compensation that is deferred on a basis that is not tax-qualified, including such earnings on non-qualified defined contribution plans. For an additional explanation on how we calculate the earnings on our deferred compensation plans, see the~~2013~~ 2016 rates of return chartin theNon-qualified deferred compensation in fiscal ~~2013~~2016 table on page ~~69.~~70.
56    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
SUMMARY COMPENSATION TABLE
~~(g)~~(e) The amounts in this column include, for all NEOs, net of any reimbursements to PNC: (1) the dollar value of matching contributions made by us to the ISP; (2) the ~~net~~ insurance premiums paid by us in connection with our Key Executive Equity Program; (3) the executive long-term disability premiums paid by us; (4) perquisites and ~~(4)~~other personal benefits; (5) matching gifts made by us to charitable organizations under our employee charitable matching gift program; (6) cash paid for ~~2011,~~fractional shares of the ~~dividends that had accrued~~2016 stock awards described in footnote (b) on page 56; and (7) a cash payment for each NEO, with the ~~2010 base salary paid in stock units. For~~exception of Mr. Van Wyk, in respect of the ~~2013 amount~~2012-2014 incentive performance unit award and for Mr. ~~Lyons~~Parsley, a cash payment made with respect to the ~~2012 amount, includes taxable reimbursement for relocation expenses~~2012-2014 ALM incentive performance units, in ~~connection with their moves to Pittsburgh. None~~each case payment was made in light of ~~our NEOs received perquisites with a value~~additional information that ~~exceeded $10,000, after giving effect to any reimbursements made~~became known following the original payout approvals by ~~executives in accordance with our policy, except for Mr. Van Wyk who used~~ the ~~PNC aircraft in connection with his relocation. Our~~ Personnel and Compensation Committee ~~prohibits reimbursements for taxes~~ in ~~connection with perquisites and personal benefits.~~2015.
“All ~~other compensation~~Other Compensation” for ~~2013~~2016 consisted of the following:

NEO Relocation Perquisites and Other
Personal Benefits* Registrant
Contributions Insurance
Premiums** Total to Summary
CompensationTable Perquisites and Other
Personal Benefits* Registrant ISP
Contributions Insurance
Premiums** Other*** Total to Summary
Compensation Table
William S. Demchak - - $ 10,200 $ 49,035 $ 59,235 $ 141,772 $ 10,600 $ 45,129 $ 20,507 $ 218,008
James E. Rohr - - $ 10,200 $ 82,760 $ 92,960
Robert Q. Reilly - - $ 10,200 $ 25,127 $ 35,327 $ 11,143 $ 10,600 $ 20,927 $ 4,825 $ 47,495
Richard J. Johnson - - $ 10,200 $ 23,200 $ 33,400
Michael P. Lyons - - $ 2,154 - $ 2,154 $ 9,843 $ 10,600 – $ 15,785 $ 36,228
E. William Parsley, III - - $ 5,577 - $ 5,577
E William Parsley, III
$ 11,596 $ 10,600 – $ 126,145 $ 148,341
Steven C. Van Wyk $ 125,274 *** $ 27,811 - - $ 153,085 $ 9,975 $ 10,600 – $ 16 $ 20,591
* ~~Mr. Van Wyk used the PNC aircraft in connection with trips made during his transition period upon being hired.~~ The dollar amount of the perquisite represents the incremental cost of providing the benefit. For ~~2013,~~2016, the incremental cost to PNC of the personal aircraft use is calculated by multiplying the total number of personal flight hours times the average direct variable operating costs (including costs related to fuel, maintenance expenses related to operation of the plane during the year and landing and parking fees) per flight hour for the particular aircraft for the ~~year.~~year plus crew expenses attributable to the personal use. Since the aircraft are used primarily for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries ~~the lease or acquisition cost of the aircraft~~ and other maintenance and inspection and capital improvement costs intended to cover a multiple-year period. Mr. Demchak, Mr. Reilly and Mr. Parsley used the aircraft for personal flights during 2016. For these flights, Mr. Demchak and Mr. Reilly did not use their time-sharing agreements. The incremental cost of Mr. Demchak’s use of the aircraft was $100,000. This column also includes the costs of financial consulting and tax preparation services for Mr. Demchak, Mr. Reilly and Mr. Parsley. Mr. Demchak, Mr. Reilly and Mr. Lyons each have a corporate travel credit card not generally available to all employees for which there is no incremental cost to PNC. For Mr. Demchak, this column also includes $31,797 for residential and related security paid by PNC, all of which was approved by the Committee as a one-time expenditure.
** We pay premiums for ~~most~~certain of the NEOs in connection with our Key Executive Equity Program, which is a split-dollar insurance arrangement. However, new participants have not been permitted in this program since 2007. In addition, we pay long-term disability premiums on behalf of ~~most~~certain of our NEOs. The dollar amounts under the “Insurance Premiums” column include the ~~2013 net~~2016 premiums we paid in connection with our Key Executive Equity Program on behalf of ~~William S.~~Mr. Demchak ($40,534)~~; James E. Rohr ($81,600); Robert Q.~~ and Mr. Reilly ($16,732)~~; and Richard J. Johnson ($20,400)~~. These ~~net~~ premiums represent the full dollar amounts we paid for both the term and non-term portions of this ~~plan, after any officer contributions.~~plan. The amounts under this column also include the long-term disability premiums we paid on behalf of ~~William S.~~Mr. Demchak ($~~8,501); James E. Rohr ($1,160); Robert Q.~~4,595) and Mr. Reilly ($~~8,395); and Richard J. Johnson ($2,800)~~4,195).
*** ~~The~~This column reflects the dollar amount of matching gifts made by us to charitable organizations under our employee charitable matching gift program for Mr. Reilly ($500) and the cash paid for fractional shares of the 2016 stock awards described in ~~this column includes tax “gross-up” payments~~footnote (b) on page 56. In light of ~~$53,837 made to~~additional information that became known following the original payout approvals for the 2012-2014 incentive performance units (see footnote (b) on page 56), the Committee approved an additional payment reflecting the full potential value of the award had the information been available at the time the Committee approved payouts in 2015. These amounts were as follows: Mr. Demchak ($20,466), Mr. Reilly ($4,169), Mr. Lyons ($15,634) and Mr. Parsley ($6,396). Mr. Van Wyk did not have a 2012-2014 incentive performance unit award and therefore did not receive an additional payment. In addition and as disclosed in ~~connection with his relocation upon being hired.~~PNC’s 2016 proxy statement in the Option exercises and stock vested in fiscal 2015 table, the Committee authorized an additional cash payment for Mr. Parsley’s 2012-2014 ALM incentive performance units in the amount of $119,622 which was paid to Mr. Parsley in 2016. This payment to Mr. Parsley is reflected in this column.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement56    57
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GRANTS OF PLAN-BASED AWARDS IN 2016
Grants of plan-based awards in ~~2013~~2016

Estimated Future Payouts
Under Non-Equity
Incentive
Plan Awards^(a) Estimated Future
Payouts Under Equity
Incentive
Plan Awards^(b) All Other
Stock
Awards: All Other
Option
Awards: Grant Date
Award Type Grant Date Thres-
hold
($) Target
($) Maximum
($) Thres-
hold
(#) Target
(#) Maximum
(#) Number
of Shares
of Stock
or Units
(#)^(c) Number of
Securities
Underlying
Options
(#) Fair Value
of Stock
and Option
Awards
($)^(d)
William S. Demchak
Annual Incentive Award April 23, 2013 - $ 2,170,000 $ 9,626,000
Incentive Performance Units February 14, 2013 - 30,247 37,808 $ 1,931,876
Performance- Based Restricted Share Units February 14, 2013 - 30,247 37,808 $ 1,931,876
James E. Rohr
Annual Incentive Award April 23, 2013 - $ 626,667 -
Incentive Performance Units February 14, 2013 - 34,664 43,330 $ 2,213,990
Performance- Based Restricted Share Units February 14, 2013 - 34,664 43,330 $ 2,213,990
Restricted Stock Award February 14, 2013 31,313 $ 1,999,961
Robert Q. Reilly
Annual Incentive Award March 11, 2013 - $ 962,500 -
Incentive Performance Units February 14, 2013 - 9,313 11,641 �� $ 594,821
Performance- Based Restricted Share Units February 14, 2013 - 9,313 11,641 $ 594,821
Richard J. Johnson
Annual Incentive Award February 13, 2013 - $ 666,667 -
Incentive Performance Units February 14, 2013 - 11,771 14,713 $ 751,814
Performance- Based Restricted Share Units February 14, 2013 - 11,771 14,713 $ 751,814
Restricted Share Unit Award July 19, 2013 14,251 $ 1,100,035
Michael P. Lyons
Annual Incentive Award February 13, 2013 - $ 1,500,000 $ 9,626,000
Incentive Performance Units February 14, 2013 - 24,687 30,858 $ 1,576,759
Performance- Based Restricted Share Units February 14, 2013 - 24,687 30,858 $ 1,576,759
Restricted Stock Award February 14, 2013 21,957 $ 1,402,394
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~57
Estimated Future Payouts
Under Non-Equity
Incentive
Plan Awards^(a) Estimated Future Payouts
Under Equity
Incentive
Plan Awards^(b)
Grant Date
Fair Value
of Stock
and Option
Awards
($)^(c)

Award Type Grant Date Thres-
hold
($)
Target
($)
Maximum
($) Thres-
hold
($) Target
(#) Maximum
(#)
William S. Demchak
Annual Incentive Award February 11, 2016 – $ 3,540,000 $ 10,836,000
Incentive Performance Units February 11, 2016 – 49,891 62,363 $ 3,899,979
Performance-Based Restricted Share Units February 11, 2016 – 49,891 62,363 $ 3,899,979
Robert Q. Reilly
Annual Incentive Award February 11, 2016 – $ 1,250,000 –
Incentive Performance Units February 11, 2016 – 12,152 15,190 $ 949,922
Performance-Based Restricted Share Units February 11, 2016 – 12,152 15,190 $ 949,922
Michael P. Lyons
Annual Incentive Award February 11, 2016 – $ 2,000,000 $ 10,836,000
Incentive Performance Units February 11, 2016 – 26,096 32,620 $ 2,039,924
Performance-Based Restricted Share Units February 11, 2016 – 26,096 32,620 $ 2,039,924
E William Parsley, III
Annual Incentive Award February 11, 2016 – $ 2,400,000 $ 10,836,000
Incentive Performance Units February 11, 2016 – 11,513 14,391 $ 899,971
Performance-Based Restricted Share Units February 11, 2016 – 11,513 14,391 $ 899,971
ALM Incentive Performance Units February 11, 2016 – 38,377 76,754 $ 2,999,930
Steven C. Van Wyk
Annual Incentive Award February 11, 2016 – $ 1,125,000 $ 10,836,000
Incentive Performance Units February 11, 2016 – 10,234 12,792 $ 799,992
Performance-Based Restricted Share Units February 11, 2016 – 10,234 12,792 $ 799,992
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Estimated Future Payouts
Under Non-Equity
Incentive
Plan Awards^(a) Estimated Future
Payouts Under Equity
Incentive
Plan Awards^(b) All Other
Stock
Awards: All Other
Option
Awards: Grant Date
Award Type Grant Date Thres-
hold
($) Target
($) Maximum
($) Thres-
hold
(#) Target
(#) Maximum
(#) Number
of Shares
of Stock
or Units
(#)^(c) Number of
Securities
Underlying
Options
(#) Fair Value
of Stock
and Option
Awards
($)^(d)
E. William Parsley, III
Annual Incentive Award February 13, 2013 - $ 750,000 $ 9,626,000
Incentive Performance Units February 14, 2013 - 9,352 11,690 $ 597,312
Performance- Based Restricted Share Units February 14, 2013 - 9,352 11,690 $ 597,312
ALM Incentive Performance Units February 14, 2013 - 46,970 93,940 $ 2,999,974
Steven C. Van Wyk
Annual Incentive Award February 13, 2013 - $ 600,000 $ 9,626,000
Incentive Performance Units February 14, 2013 - 8,919 11,148 $ 569,657
Performance- Based Restricted Share Units February 14, 2013 - 8,919 11,148 $ 569,657
Restricted Share Unit Award January 22, 2013 12,289 $ 763,393
(a) The amounts listed in the “Target” column relate to the target annual incentive award for the ~~2013~~2016 performance year. Annual incentive awards for ~~2013~~2016 were paid in ~~2014.~~2017. All incentive awards–cash and equity-based–are payable based on performance, and the targets help the Personnel and Compensation Committee to determine the appropriate amount of incentive compensation for target performance. The amount listed in the “Target” column ~~lists~~shows the target annual incentive ~~award~~amount included in the total compensation target approved by ~~our Board’s Personnel and Compensation~~the Committee for each NEO as of the date listed. ~~For NEOs who are covered employees~~The amount listed in the “Maximum” column shows the amount that the Committee approves each year in order to preserve tax deductibility under ~~§162(m)~~Section 162(m) of the Internal Revenue Code of 1986, as ~~amended,~~amended. Mr. Reilly’s compensation is not subject to Section 162(m). The “Maximum” amount is not intended to be tied to performance �� rather, it is a formulaic determination made under IRS regulations that provides PNC with the flexibility to receive tax deductions for performance-based compensation. The Committee looks to the performance for the year and the target annual incentive amount when making incentive compensation decisions, and exercises negative discretion to provide an award that is significantly smaller than the “Maximum” amount. For NEOs who are covered employees under Section 162(m), the calculation of the “Maximum” amount was approved by the ~~Personnel and Compensation~~ Committee on February 25, ~~2013,~~2016, based on 0.2% of our “Incentive Income,” an adjusted net income metric that is defined in the 1996 Executive Incentive Award Plan. At the time the “Maximum” amount is set, the Committee uses a budgeted amount for ~~2013,~~2016 which is included as ~~$9,626,000~~$10,836,000 in the “Maximum” column. ~~Under our current approach, there is no maximum bonus amount for Mr. Rohr, Mr. Reilly and Mr. Johnson.~~
(b)
The amounts listed in these columns include the incentive performance unit grants and the performance-based restricted share unit grants, as further described on pages ~~45 to 47.~~41 and 42. As there is no guaranteed minimum payout for these awards and, in the case of the incentive performance unit grants, the Personnel and Compensation Committee has discretion to decrease any award otherwise payable, we have not included a “Threshold” amount in this column. The “Target” amount represents 100% of the grant and the “Maximum” amount represents 125% of the grant (rounded down to whole shares). For the incentive performance unit grants, the performance period began on January 1, ~~2013~~2016 and will end on December 31, ~~2015.~~2018. For the performance-based restricted share unit grants, the performance period began on January 1, ~~2013~~2016 and will end on December 31, ~~2016~~2019, with vesting opportunities for a portion of the grant on each of the four applicable grant date anniversaries.
In addition, for Mr. Parsley the amounts also include an ALM incentive performance unit grant as described in footnote ~~(c)~~(b) tothe Summary compensation tableon page ~~55.~~56. For a discussion of the terms, conditions and performance goals related to this incentive performance unit grant, see ~~page 46.~~pages 41 and 42. As there is no guaranteed minimum payout for Mr. Parsley’s award, and the Personnel and Compensation Committee has the discretion to decrease any award otherwise payable, we have not included a “Threshold” amount in this column for this award. The “Target” amount represents 100% of
58    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
GRANTS OF PLAN-BASED AWARDS IN 2016
the grant and the “Maximum” amount represents 200% of ~~that~~the grant. For this grant, the performance period began on January 1, ~~2013~~2016 and will end on December 31, ~~2015.~~2018.
In determining the payout for ~~regular~~standard grants of incentive performance units made in ~~2013,~~2016, adjustments will be made on an after-tax basis for the impact of:
• ~~any extraordinary items (as such term is used under GAAP)~~
• items resulting from a change in tax law
• ~~discontinued operations~~
• discontinued operations (as such term is used under GAAP)
• acquisition costs and merger integration costs
• any costs or expense arising from specified Visa litigation and any other gains recognized on redemption or sale of Visa shares, as applicable
• in PNC’s case, the net impact on PNC of significant gains or losses related to certain BlackRock transactions
• acceleration of the accretion of any remaining issuance discount in connection with the redemption of any preferred stock
• any other charges or benefits related to the redemption of trust preferred or other preferred securities
(c) The amounts listed in this column for Mr. Rohr and Mr. Lyons include a restricted stock grant and for Mr. Johnson and Mr. Van Wyk include a restricted share units grant as described in footnote (c) to the Summary compensation table on page 55.
~~(d)~~ The grant date fair values for incentive performance units and performance-based restricted share units are all calculated in accordance with FASB ASC Topic 718. See Note 1612 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2016 for more information. The grant date fair values for incentive performance units, performance-based restricted share units and ALM incentive performance units represent the closing price for our common stock on February ~~14, 2013~~11, 2016 of ~~$63.87.~~$78.17. The grant date fair values for incentive performance units and performance-based restricted share units represent the target amount of units in the grant. The grant date fair value for the restricted stock awarded to Mr. Rohr and Mr. Lyons represents the closing price for our common stock on February 14, 2013 of $63.87. The grant date fair value for the restricted share units award to Mr. Johnson represents the closing price for our common stock on July 19, 2013 of $77.19. The grant date fair value for the restricted share units award to Mr. Van Wyk represents the closing price for our common stock on January 22, 2013 of $62.12.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    5859
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OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END
Outstanding equity awards at ~~2013~~2016 fiscal year-end

The following tables show, for each NEO, the outstanding equity awards as of December 31, ~~2013.~~2016. These awards include the following:

Stock options exercisable over time
Incentive performance units, specifically:
• ~~Stock options exercisable over time~~
–
• ~~Stock options made on July 21, 2008 exercisable over time that vested upon PNC’s stock price reaching a 20% premium over the exercise price, which occurred during 2013~~

• ~~Restricted stock or restricted share units that have not vested~~
• ~~Incentive performance units, specifically:~~
– ~~Regular~~Standard units granted in ~~2011, 2012~~2014, 2015 and ~~2013~~2016 that may pay out if PNC achieves specific performance and risk-based criteria. ~~2011 and 2012 awards measure our earnings per share growth (EPS growth) and return on common equity excluding goodwill (ROCE) against our peers. 2013~~These awards measure our EPS growth against our peers and our ~~ROCE~~return on common equity without goodwill (ROCE) compared to our cost of common ~~equity.~~equity (COCE). The awards are also subject to annual risk-based requirements and adjustments, which include meeting or exceeding the required Tier 1 risk-based capital ratio for “well-capitalized” institutions ~~(2013 awards)~~ and return on economic capital (ROEC) meeting or exceeding our cost of ~~capital (2011, 2012, and 2013 awards).~~capital.
–
– In recognition of Mr. Parsley’s management responsibilities regarding the ALM function at
PNC during ~~2011, 2012~~2013, 2014 and ~~2013,~~2015, units granted to Mr. Parsley in ~~2011, 2012~~2014, 2015 and ~~2013~~2016 will pay out ifbased on our ALM unit ~~outperforms~~performance against a benchmark index during the ~~2011~~2014 to ~~2013, 2012~~2016, 2015 to ~~2014~~2017 or ~~2013~~2016 to ~~2015~~2018 performance period, respectively.
Performance-based restricted share units, specifically:

•
~~Grants of performance-based restricted share units, specifically:~~
–
–
Annual long-term incentive awards ~~each granted in 2011, 2012 and 2013 and a special achievement award granted in 2011,~~ that will each pay out if PNC meets or exceeds the ~~minimum well-capitalized~~required Tier 1 risk-based capital ratio for “well-capitalized” institutions established by our primary regulator; payout for these awards may be adjusted by 25% up or down based on TSR in each year. ~~The 2013~~These awards ~~also~~ have an ROEC related risk metric that functions as a trigger to determine whether or not a risk review is required by the Committee. The Committee can decide to reduce, but not increase, payout amounts.

With respect to the following three forms of equity-based awards included in the table, the Committee made performance-based or risk-based determinations in the first quarter of ~~2014,~~2017, as described in more detail below:
Performance-based restricted share units

The performance-based restricted share units that vest based on ~~2013~~2016 performance are included in the following table as of December 31, ~~2013.~~2016. At a meeting held on January ~~28, 2014,~~26, 2017, our Board’s Personnel and Compensation Committee certified the levels of performance achieved for the ~~2013~~2016 tranche of each of the ~~2011 regular and special achievement~~2013 grants, the ~~2012~~2014 grants, the 2015 grants and the ~~2013~~2016 grants and determined the payout level. The Committee certified that the required Tier 1 risk-based capital ratio of 6% established by our primary regulator had been
achieved. The Committee then determined the size of the payout, which could range from 75% to 125% of the target number of units based on ~~2013~~2016 TSR. The Committee approved a payout at 125% for the applicable tranche of each of the ~~2011, 2012~~2013, 2014, 2015 and ~~2013~~2016 grants. As noted above, ~~2013~~these awards also have an ROEC related risk metric that could trigger an additional review or adjustment. No additional review or adjustment was required as ROEC exceeded the Committee approved hurdle.

Metric Status
Estimated Tier 1 risk-based capital ratio at least 6%
~~12.4%~~12.0% (exceeded)
Total shareholder return (TSR)
125% (Target + 25% maximum adjustment; actual TSR ~~36.5%~~25.8% for ~~2013)~~2016)

60    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END
Incentive performance units

The incentive performance units granted in ~~2011~~2014 are included in the following table as of December 31, ~~2013.~~2016. At a meeting held on ~~January 28, 2014,~~February 15, 2017, our Board’s Personnel and Compensation Committee certified the levels of performance achieved for the January 1, ~~2011~~2014 to December 31, ~~2013~~2016 performance period and determined the payout level. The units provided an opportunity for the executive to receive a payout after the end of the performance period based on our earnings per share growth (EPS growth) as compared to our peers and ~~return on average common shareholders’ equity (ROCE)~~our ROCE performance compared to our COCE, each adjusted as defined in the ~~grants, relative to~~award agreement. The
Committee certified that the required Tier 1 risk-based capital ratio of 6% established by our ~~peers.~~primary regulator had been achieved. These awards were also subject to the same ROEC related risk metric as noted ~~above~~earlier which could have reduced the payout; however, no reduction was required as ROEC exceeded the cost of capital hurdle, and the Committee approved a payout at ~~90.81%~~99.54% for these ~~awards,~~awards. In accordance with the ~~exception~~terms of ~~retirees. The payout for retirees is based on~~these awards, the incentive performance ~~through the quarter prior to retirement. For Mr. Johnson, who retired~~units were payable in ~~2013, the payout was 82.13%.~~PNC common stock.


Payout %

Overall Payout
Percentage

Metric        2014        2015        2016
EPS Growth Payout
     61.90%      86.73%      73.62%    99.54%
(PNC Ranking in peer group)
     (10 out of 13)      (8 out of 12)      (8 out of 12)
ROCE Payout
     125.00%      125.00%      125.00%
(ROCE as a percentage of COCE)
     (169.75%)      (160.41%)      (161.41%)
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   59
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Payout % (PNC Ranking out of 13 Companies) Overall Payout
2011 2012 2013 Percentage
EPS Growth 40 %(10) 47 %(10) 175 %(2) 90.81 %
ROCE 108 %(7) 57 %(9) 117 %(6)
ALM incentive performance units

The ~~ALM-based~~ALM incentive performance units granted in ~~2011~~2014 to Mr. Parsley were outstanding as of December 31, ~~2013~~2016 and are included in the following table. At a meeting held on January ~~28, 2014,~~26, 2017, our Board’s Personnel and Compensation Committee certified the levels of performance achieved under Mr. Parsley’s ALM-based grant and determined the final award. The maximum potential payout
percentage was 200%. The maximum permitted payout for these units is generated by applying the performance factor to the number of target share units of ~~19,467.~~36,973. The Committee approved payout at ~~the maximum payout permitted for the performance achieved, resulting in 38,934 units.~~200% of target. In accordance with the terms of this award, the ~~ALM-based~~ALM incentive performance units awarded to Mr. Parsley paid out entirely in cash share equivalents.


Payout Percentage      Payout Percentage
Metric 2011 2012 2013 Overall      2014      2015      2016      Overall
Performance of ALM unit against benchmark index 200 % 200 % 200 % 200 %      200.00%      200.00%      200.00%      200.00%

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement   60    61
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OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END
Option Awards Stock Awards
Equity Equity
No. of Market Incentive Plan Incentive Plan
Shares Value of Awards: No. Awards: Market
or Units Shares of Unearned or Payout Value
No. of No. of of Stock or Units Shares, Units of Unearned
Securities Securities That of Stock or Other Shares, Units
Underlying Underlying Option Have That Rights That or Other Rights
Grant Date Unexercised Unexercised Exercise Grant Date Not Have Not Have Not That Have Not
or Performance Options (#) Options (#) Price Option Expiration or Performance Vested Vested Vested Vested
Period^(a) Exercisable^(b) Unexercisable^(b) ($) Date Period^(a) (#)^(c) ($)^(d) (#)^(e) ($)^(d)

William S. Demchak
Options Performance-Based Restricted Share Units
January 23, 2006 110,000 $ 65.45 January 23, 2016 Jan. 1, 2011–Dec. 31, 2014 9,628 $ 746,940 7,706 $ 597,831
January 25, 2007 82,500 $ 72.65 January 25, 2017 Jan. 1, 2011–Dec. 31, 2014 8,516 $ 660,671 6,815 $ 528,708
January 22, 2008 93,500 $ 57.21 January 22, 2018 Jan. 1, 2012–Dec. 31, 2015 11,120 $ 862,690 17,792 $ 1,380,303
July 21, 2008^(f) 138,000 $ 63.69 July 21, 2018 Jan. 1, 2013–Dec. 31, 2016 9,451 $ 733,209 22,686 $ 1,759,980
February 12, 2009 112,200 $ 31.07 February 12, 2019 Incentive Performance Units
February 12, 2009 180,000 $ 31.07 February 12, 2019 Jan. 1, 2011–Dec. 31, 2013 29,967 $ 2,324,840
April 26, 2010 75,000 $ 66.77 April 26, 2020 Jan. 1, 2012–Dec. 31, 2014 37,181 $ 2,884,502
Jan. 1, 2013–Dec. 31, 2015 37,808 $ 2,933,145

James E. Rohr
Options Performance-Based Restricted Share Units
January 25, 2005 247,000 $ 53.50 January 25, 2015 Jan. 1, 2011–Dec. 31, 2014 13,522 $ 1,049,037 10,818 $ 839,260
January 23, 2006 275,000 $ 65.45 January 23, 2016 Jan. 1, 2011–Dec. 31, 2014 14,600 $ 1,132,668 11,681 $ 906,212
January 25, 2007 203,500 $ 72.65 January 25, 2017 Jan. 1, 2012–Dec. 31, 2015 12,393 $ 961,449 19,832 $ 1,538,567
January 22, 2008 242,000 $ 57.21 January 22, 2018 Jan. 1, 2013–Dec. 31, 2016 10,832 $ 840,347 25,998 $ 2,016,925
July 21, 2008^(f) 350,000 $ 63.69 July 21, 2018 Incentive Performance Units
February 12, 2009 535 $ 31.07 February 12, 2019 Jan. 1, 2011–Dec. 31, 2013 42,081 $ 3,264,644
April 26, 2010 225,000 $ 66.77 April 26, 2020 Jan. 1, 2012–Dec. 31, 2014 41,442 $ 3,215,070
Jan. 1, 2013–Dec. 31, 2015 43,330 $ 3,361,541

Robert Q. Reilly
Options Performance-Based Restricted Share Units
January 25, 2005 15,000 $ 53.50 January 25, 2015 Jan. 1, 2011–Dec. 31, 2014 1,568 $ 121,645 1,257 $ 97,518
January 23, 2006 27,500 $ 65.45 January 23, 2016 Jan. 1, 2011–Dec. 31, 2014 2,432 $ 188,675 1,948 $ 151,126
January 25, 2007 22,000 $ 72.65 January 25, 2017 Jan. 1, 2012–Dec. 31, 2015 2,265 $ 175,719 3,624 $ 281,150
January 22, 2008 33,000 $ 57.21 January 22, 2018 Jan. 1, 2013–Dec. 31, 2016 2,910 $ 225,758 6,985 $ 541,896
July 21, 2008^(f) 65,000 $ 63.69 July 21, 2018 Incentive Performance Units
February 12, 2009 50,000 $ 31.07 February 12, 2019 Jan. 1, 2011–Dec. 31, 2013 4,883 $ 378,823
February 12, 2009 19,800 $ 31.07 February 12, 2019 Jan. 1, 2012–Dec. 31, 2014 7,573 $ 587,513
April 26, 2010 25,000 $ 66.77 April 26, 2020 Jan. 1, 2013–Dec. 31, 2015 11,641 $ 903,109

Richard J. Johnson
Options Performance-Based Restricted Share Units
January 25, 2007 44,000 $ 72.65 January 25, 2017 Jan. 1, 2011–Dec. 31, 2014 3,176 $ 246,394 2,544 $ 197,364
July 21, 2008^(f) 83,000 $ 63.69 July 21, 2018 Jan. 1, 2011–Dec. 31, 2014 3,041 $ 235,921 2,434 $ 188,830
February 12, 2009 72,600 $ 31.07 February 12, 2019 Jan. 1, 2012–Dec. 31, 2015 4,021 $ 311,949 6,436 $ 499,305
February 12, 2009 90,000 $ 31.07 February 12, 2019 Jan. 1, 2013–Dec. 31, 2016 3,677 $ 285,262 8,829 $ 684,954
April 26, 2010 47,500 $ 66.77 April 26, 2020 Incentive Performance Units
Jan. 1, 2011–Dec. 31, 2013 8,148 $ 632,122
Jan. 1, 2012–Dec. 31, 2014 13,447 $ 1,043,218
Jan. 1, 2013–Dec. 31, 2015 14,713 $ 1,141,435
Option Awards Stock Awards
Grant Date or
Performance Period^(a)
No. of
Securities
Underlying
Unexercised
Options (#)
Exercisable^(b) Option
Exercise
Price
($)
Option Expiration
Date
   Grant Date or
Performance
Period^(a)    No. of
Shares or
Units of
Stock
That
Have Not
Vested
(#)^(c)    Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)^(d)    Equity
Incentive
Plan
Awards:
No. of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)^(e) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)^(d)
William S. Demchak


Options
Performance-Based Restricted Share Units
February 12, 2009
180,000 $ 31.07 February 12, 2019
Jan. 1, 2013–Dec. 31, 2016
   9,452    $ 1,105,506
April 26, 2010
75,000 $ 66.77 April 26, 2020
Jan. 1, 2014–Dec. 31, 2017
   11,553    $ 1,351,239    9,244 $ 1,081,178

Jan. 1, 2015–Dec. 31, 2018
   11,771    $ 1,376,736    18,836 $ 2,203,059

Jan. 1, 2016–Dec. 31, 2019
   15,590    $ 1,823,406    37,419 $ 4,376,526
Incentive Performance Units

Jan. 1, 2014–Dec. 31, 2016
   36,802    $ 4,304,362

Jan. 1, 2015–Dec. 31, 2017
         47,087 $ 5,507,296

Jan. 1, 2016–Dec. 31, 2018
         49,891 $ 5,835,251
Robert Q. Reilly


Options
Performance-Based Restricted Share Units
January 22, 2008
33,000 $ 57.21 January 22, 2018
Jan. 1, 2013–Dec. 31, 2016
   2,911    $ 340,471
July 21, 2008
65,000 $ 63.69 July 21, 2018
Jan. 1, 2014–Dec. 31, 2017
   2,985    $ 349,126    2,388 $ 279,300
February 12, 2009
19,800 $ 31.07 February 12, 2019
Jan. 1, 2015–Dec. 31, 2018
   3,171    $ 370,880    5,074 $ 593,455
February 12, 2009
50,000 $ 31.07 February 12, 2019
Jan. 1, 2016–Dec. 31, 2019
   3,797    $ 444,097    9,114 $ 1,065,973
April 26, 2010
25,000 $ 66.77 April 26, 2020 Incentive Performance Units

Jan. 1, 2014–Dec. 31, 2016
   9,507    $ 1,111,939

Jan. 1, 2015–Dec. 31, 2017
         12,685 $ 1,483,638

Jan. 1, 2016–Dec. 31, 2018
         12,152 $ 1,421,298
Michael P. Lyons


Performance-Based Restricted Share Units

Jan. 1, 2013–Dec. 31, 2016
   7,715    $ 902,346

Jan. 1, 2014–Dec. 31, 2017
   7,856    $ 918,838    6,286 $ 735,211

Jan. 1, 2015–Dec. 31, 2018
   6,798    $ 795,094    10,879 $ 1,272,408

Jan. 1, 2016–Dec. 31, 2019
   8,155    $ 953,809    19,572 $ 2,289,141
Incentive Performance Units

Jan. 1, 2014–Dec. 31, 2016
   25,025    $ 2,926,924

Jan. 1, 2015–Dec. 31, 2017
         27,196 $ 3,180,844

Jan. 1, 2016–Dec. 31, 2018
         26,096 $ 3,052,188
E William Parsley, III


Options
Performance-Based Restricted Share Units
July 21, 2008
25,000 $ 63.69 July 21, 2018
Jan. 1, 2013–Dec. 31, 2016
   2,922    $ 341,757
February 12, 2009
50,000 $ 31.07 February 12, 2019
Jan. 1, 2014–Dec. 31, 2017
   3,032    $ 354,623    2,427 $ 283,862

Jan. 1, 2015–Dec. 31, 2018
   2,621    $ 306,552    4,195 $ 490,647

Jan. 1, 2016–Dec. 31, 2019
   3,597    $ 420,705    8,635 $ 1,009,950
Incentive Performance Units

Jan. 1, 2014–Dec. 31, 2016
   9,660    $ 1,129,834

Jan. 1, 2014–Dec. 31, 2016^(f)
   73,946    $ 8,648,724

Jan. 1, 2015–Dec. 31, 2017^(f)
         64,948 $ 7,596,318

Jan. 1, 2015–Dec. 31, 2017
         10,486 $ 1,226,443

Jan. 1, 2016–Dec. 31, 2018^(f)
         76,754 $ 8,977,148

Jan. 1, 2016–Dec. 31, 2018
         11,513 $ 1,346,560

62    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement
   61OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END
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Option Awards Stock Awards
Equity Equity
No. of Market Incentive Plan Incentive Plan
Shares Value of Awards: No. Awards: Market
or Units Shares of Unearned or Payout Value
No. of No. of of Stock or Units Shares, Units of Unearned
Securities Securities That of Stock or Other Shares, Units
Underlying Underlying Option
Have
That Rights That or Other Rights
Grant Date Unexercised Unexercised Exercise Grant Date Not Have Not Have Not That Have Not
or Performance Options (#) Options (#) Price Option Expiration or Performance Vested Vested Vested Vested
Period^(a) Exercisable^(b) Unexercisable^(b) ($) Date Period^(a) (#)^(c) ($)^(d) (#)^(e) ($)^(d)

Michael P. Lyons
Restricted Stock Award
January 20, 2012 29,170 $ 2,263,009
Performance-Based Restricted Share Units
Jan. 1, 2012–Dec. 31, 2015 8,493 $ 658,887 13,592 $ 1,054,467
Jan. 1, 2013–Dec. 31, 2016 7,713 $ 598,375 18,516 $ 1,436,471
Incentive Performance Units
Jan. 1, 2012–Dec. 31, 2014 28,402 $ 2,203,427
Jan. 1, 2013–Dec. 31, 2015 30,858 $ 2,393,964

E. William Parsley, III
Options Performance-Based Restricted Share Units
January 25, 2005 75,000 $ 53.50 January 25, 2015 Jan. 1, 2011–Dec. 31, 2014 4,925 $ 382,082 3,940 $ 305,665
July 21, 2008 25,000 $ 63.69 July 21, 2018 Jan. 1, 2011–Dec. 31, 2014 3,041 $ 235,921 2,434 $ 188,830
February 12, 2009 50,000 $ 31.07 February 12, 2019 Jan. 1, 2012–Dec. 31, 2015 3,475 $ 269,591 5,560 $ 431,345
Jan. 1, 2013–Dec. 31, 2016 2,922 $ 226,689 7,014 $ 544,146
Incentive Performance Units
Jan. 1, 2011–Dec. 31, 2013 15,326 $ 1,188,991
Jan. 1, 2011–Dec. 31, 2013^(g) 38,934 $ 3,020,500
Jan. 1, 2012–Dec. 31, 2014 11,619 $ 901,402
Jan. 1, 2012–Dec. 31, 2014^(g) 98,846 $ 7,668,473
Jan. 1, 2013–Dec. 31, 2015^(g) 93,940 $ 7,287,865
Jan. 1, 2013–Dec. 31, 2016 11,690 $ 906,910

Steven C. Van Wyk
Restricted Share Unit Award
January 22, 2013 12,289 $ 953,381
Performance-Based Restricted Share Units
Jan. 1, 2013–Dec. 31, 2016 2,786 $ 216,138 6,690 $ 519,010
Incentive Performance Units
Jan. 1, 2013–Dec. 31, 2015 11,148 $ 864,862

Option Awards Stock Awards
Grant Date or
Performance Period^(a)
No. of
Securities
Underlying
Unexercised
Options (#)
Exercisable^(b) Option
Exercise
Price
($)
Option Expiration
Date
   Grant Date or
Performance
Period^(a)    No. of
Shares or
Units of
Stock
That
Have Not
Vested
(#)^(c)    Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)^(d)    Equity
Incentive
Plan
Awards:
No. of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)^(e) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)^(d)
Steven C. Van Wyk


Performance-Based Restricted Share Units

Jan. 1, 2013–Dec. 31, 2016
   2,787    $ 325,968

Jan. 1, 2014–Dec. 31, 2017
   2,888    $ 337,780    2,311 $ 270,295

Jan. 1, 2015–Dec. 31, 2018
   2,706    $ 316,494    4,330 $ 506,437

Jan. 1, 2016–Dec. 31, 2019
   3,197    $ 373,921    7,676 $ 897,785
Incentive Performance Units

Jan. 1, 2014–Dec. 31, 2016
   9,200    $ 1,076,032

Jan. 1, 2015–Dec. 31, 2017
         10,823 $ 1,265,858

Jan. 1, 2016–Dec. 31, 2018
         10,234 $ 1,196,969
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   62
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(a) ~~This column shows~~These columns show either the grant dates of stock options ~~restricted stock and restricted share units, and~~or the performance period for the ~~regular~~standard and ALM incentive performance units and the performance-based restricted share units.
(b) All outstanding stock options are vested in their entirety.
(c) This column reflects the remaining tranche of restricted stock granted to Mr. Lyons and the grant of restricted share units for Mr. Van Wyk. Mr. Lyons’ award vests 1/3 each year on the anniversary of the grant date and Mr. Van Wyk’s award vests 100% on the third anniversary of the grant date. This column also reflects 125% of the target amounts for the ~~2013~~2016 tranche of the ~~performance based~~performance-based restricted share units granted in each of ~~2011, 2012~~2013, 2014, 2015 and ~~2013, 90.81%~~2016 and 99.54% of the target amounts for the ~~2011-2013~~2014-2016 standard incentive performance units for all NEOs other than Mr. Johnson and 82.13% of the target amounts for the 2011-2013 incentive performance units for Mr. Johnson. The incentive performance grants include deemed dividends accrued as units through the end of 2013.NEOs. This column also reflects 200% of the target amounts for the ~~2011-2013~~2014-2016 ALM incentive performance units for Mr. Parsley. The performance conditions of the ~~2013~~2016 tranches of ~~performance based~~performance-based restricted share units, the ~~2011-2013~~2014-2016 standard incentive performance units and the ~~2011-2013~~2014-2016 ALM incentive performance units were satisfied as of December 31, ~~2013~~2016 but remained subject to approval of payout by the Personnel and Compensation Committee of the Board, which took place on January ~~28, 2014.~~26, 2017 for the performance-based restricted share units and the ALM incentive performance units and February 15, 2017 for the standard incentive performance units. Awards are included at actual payout percentages. The standard incentive performance units vested as of February 15, 2017 and the ALM incentive performance units vested as of January 26, 2017. The performance-based restricted share units vested as of the following dates:
Grant Date Performance Period Vest Date of the 2016 tranche
February 14, 2013
   Jan. 1, 2013–Dec. 31, 2016 February 14, 2017
February 13, 2014
Jan. 1, 2014–Dec. 31, 2017 February 13, 2017
February 13, 2015
Jan. 1, 2015–Dec. 31, 2018 February 13, 2017
February 11, 2016
Jan. 1, 2016–Dec. 31, 2019 February 11, 2017
(d) The market value of these awards is calculated using our common stock closing price of ~~$77.58~~$116.96 a share on December ~~31, 2013.~~30, 2016.
(e) This column reflects ~~the incentive performance units granted in 2012 and 2013 and~~ the remaining tranches of performance-based restricted share units granted in ~~2011, 2012~~2014, 2015 and ~~2013.~~2016 and the standard incentive performance units granted in 2015 and 2016. This column also includes the ALM incentive performance units granted to Mr. Parsley in ~~2012~~2015 and ~~2013.~~2016.
For the performance-based restricted share units granted in ~~2011, 2012~~2014, 2015 and ~~2013,~~2016, this column reflects the target amounts for the ~~2014~~2017 tranche for the ~~2011~~2014 grants, the ~~2014~~2017 through ~~2015~~2018 tranches for the ~~2012~~2015 grants, and the ~~2014~~2017 through ~~2016~~2019 tranches for the ~~2013~~2016 grants. ~~These~~Such unvested tranches of performance-based restricted share unit grants ~~do not provide~~and related dividend equivalents (which dividend equivalents accrue without reinvestment or interest for ~~reinvestment of any deemed dividends.~~each tranche, are performance-adjusted and paid out in cash) vest and settle as follows:
Grant Date Performance Period Tranche Vesting Schedule
February 13, 2014
   Jan. 1, 2014–Dec. 31, 2017 On the fourth anniversary of the grant date
February 13, 2015
Jan. 1, 2015–Dec. 31, 2018 In approximately equal installments on the third and fourth anniversary of the grant date
February 11, 2016
Jan. 1, 2016–Dec. 31, 2019 In approximately equal installments on the second, third and fourth anniversary of the grant date
For the ~~regular~~standard incentive performance units, this column reflects the maximum amounts that could be paid under the 2015 grants and the target amounts that could be paid under the ~~2012~~2016 grants, as required by SEC rules. Vesting and ~~maximum for~~payout of (x) the 2013 grants. The 2012 amounts also include deemed dividends accrued and reinvested as units through the end of 2013. Beginning with 2013 incentive grants, deemed dividends will be paid in cash. Actual payouts, if any, for the 20122015 grants will not be determined until early ~~2015,~~2018 and (y) the 2016 grants will not be determined until early ~~2016 for 2013 grants~~2019 and could differ from the amounts ~~listed.~~listed in this column. For these grants, dividend equivalents without reinvestment or interest accrue and are paid in cash, performance adjusted, when the award vests and settles.
For Mr. Parsley, this column reflects the maximum amount, as required by SEC rules, that could be paid under the ~~2012~~2015 and ~~2013~~2016 ALM incentive performance unit grants. The actual payout, if any, and vesting of Mr. Parsley’s 2015 ALM incentive performance unit grant will not be determined until early 2018 and until early 2019 for the 2016 grant, and could differ from the amount listed. These grants do not provide for any deemed dividends to be accrued ~~and~~or reinvested. The actual payout for Mr. Parsley’s 2012 ALM incentive performance unit grant will not be determined until early 2015 and until early 2016 for the 2013 grant, and could differ from the amount listed.
(f) Since July 21, 2011, the options granted on July 21, 2008 could become exercisable in their entirety if PNC stock closed at or above 120% of the exercise price for the consecutive five trading days before the vesting date. Based on an exercise price of $63.69, these options became exercisable on December 30, 2013 when the PNC stock price closed for the fifth consecutive day above $76.428 a share.
~~(g)~~ These ALM incentive performance unit grants were awarded to Mr. Parsley in ~~2011, 2012~~2014, 2015 and ~~2013~~2016 and are described in footnotes (c) and (e) above.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    63
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OPTION EXERCISES AND STOCK VESTED IN FISCAL 2016
Option exercises and stock vested in fiscal ~~2013~~2016

Option Awards Stock Awards^(b)
Number of Shares
Acquired on Exercise Value Realized
on Exercise^(a) Number of Shares
Acquired on Vesting Value Realized
on Vesting
NEO (#) ($) (#) ($)
William S. Demchak 57,861 $ 202,224 131,416 $ 8,171,485
James E. Rohr 799,643 $ 22,401,044 107,448 $ 6,769,583
Robert Q. Reilly 2,000 $ 38,060 9,921 $ 622,559
Richard J. Johnson 140,000 $ 2,247,718 31,721 $ 2,185,267
Michael P. Lyons - - 43,584 $ 2,753,139
E. William Parsley, III 100,000 $ 1,896,000 14,213 $ 895,274
Steven C. Van Wyk - - - -
   Option Awards       Stock Awards^(b)
NEO    Number of Shares
Acquired on Exercise
(#)    Value Realized
on Exercise^(a)
($)          Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)

William S. Demchak
   314,000    $12,669,071       70,197    $5,763,963
Robert Q. Reilly
   22,000    $     492,250       19,745    $1,621,158
Michael P. Lyons
   -                    -       53,053    $4,359,255
E William Parsley, III
   -                    -       114,239    $9,416,295
Steven C. Van Wyk
   -                     -       29,088    $2,428,917
(a) The dollar amount in this column includes the value realized upon the exercise of various options throughout ~~2013.~~2016. This amount was computed by determining the difference between the average of the high and low sales prices of our common stock on the date of exercise, ~~(as reported in The Wall Street Journal),~~ less the exercise price.
(b) These columns include the vesting of ~~shares of~~ restricted ~~stock~~share units granted previously, as well as the ~~full shares~~total units approved for payout in connection with previously granted incentive performance units and performance based restricted share ~~units.~~unit opportunities. The value realized on vesting for stock awards includes cash paid for fractional shares as follows: Mr. Demchak ~~$(153), Mr. Rohr $(188)~~($263), Mr. Reilly ($~~125), Mr. Johnson $(74)~~168), Mr. Lyons ($~~44)~~152), Mr. Parsley ($114) and Mr. ~~Parsley $(95)~~Van Wyk ($155).
For Mr. Rohr, Mr. Lyons and Mr. Johnson, the column also includes awards of restricted stock or restricted share units that were granted during 2013 with no service or performance conditions and were vested as of grant date.
~~For Mr. Demchak,~~Parsley, the columns also include ~~92,970~~93,836 ALM incentive performance units granted in ~~2010~~2013 that were paid out in cash of ~~$5,572,519~~$7,739,648 in ~~2013~~2016 at ~~200%~~199.78% of ~~target.~~target and includes cash paid for fractional shares.
The columns also include shares that vested but were withheld for tax ~~withholding~~ purposes.
In late 2016, we discovered an error in how we calculated the 2014 EPS Growth percentage for one of our peers. As EPS Growth is one of the two metrics used to derive a payout percentage under our three-year incentive performance unit grants, this error affected the payout calculations for two separate grants (2012 and 2013). As a result of this error, the maximum payout calculation used for the 2013 grant (paid out in early 2016) was too high (it should have been 108.08%, not 109.78%) and the maximum payout calculation used for the 2012 grant (paid out in early 2015) was too low (it should have been 89.51%, not 88.88%). Under our clawback policy, we recouped the excess amount paid in 2016 from each of our NEOs and other affected executives. This column includes the number of incentive performance units granted using the corrected payout percentage for the 2013 grant (108.08%). The Committee determined that it was appropriate to pay NEOs and other affected executives an additional amount representing the difference between what they were paid under the 2012 grants and what they could have been paid if the correct maximum amount had been calculated, as this potential underpayment resulted from the same error that had caused the overpayment. See footnote (e)*** on page 57.

64    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement
   64PENSION BENEFITS AT 2016 FISCAL YEAR-END
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Pension benefits at ~~2013~~2016 fiscal year-end

The principal elements of our post-employment compensation are a qualified defined benefit cash balance pension plan, a non-qualified excess cash balance pension plan and a non-qualified supplemental executive retirement plan, as well as a qualified defined contribution savings plan, and a non-qualified deferred compensation and incentive plan.
Cash balance pension plan.We maintain a pension plan for most of our full-time employees. The pension plan is a defined benefit cash balance pension plan under the Employee Retirement Income Security Act of 1974, as amended (ERISA), and is intended to be qualified under Section 401(a) of the Internal Revenue Code. Each calendar quarter, eligible participants receive “earnings credits” based on a percentage of ~~covered earnings~~eligible compensation in accordance with a schedule based on the participant’s age and years of credited service. Earnings credit percentages for plan participants on December 31, 2009 are frozen at their level earned to that point. Earnings credits for all employees who become participants on or after January 1, 2010 are a flat 3% of ~~covered earnings.~~
eligible compensation.
The plan defines ~~“covered earnings”~~eligible “compensation” as regular earnings plus eligible variable compensation, such as paid annual incentives. ~~Covered earnings do~~Eligible “compensation” does not include deferred payments of annual incentives; these are instead taken into account under our excess pension plan described below. We generally limit eligible variable compensation for a plan year to a total of 100% of the first $25,000 plus 50% of the next $225,000.
For participants who had accrued benefits prior to 1999 under the pension plan formula then in effect, an initial cash balance “account” was established based on the present value of the accrued benefits at the time of the conversion to the current program. Employees who were at least age 40 and had at least 10 years of credited service as of January 1, 1999 were awarded additional “Transitional Earnings Credits” under the plan for up to 10 years.
Employees who were already participants at December 31, 2009 generally receive quarterly “interest credits” at a rate of one-fourth of the annual interest rate on 30-year Treasury securities, with a minimum interest credit. New participants on
or after January 1, 2010 are not subject to this minimum interest credit.
At the end of 2008, the cash balance pension plan previously sponsored by National City Corporation was merged into this plan. Earnings and interest credits for National City participants are generally as noted above.
We contribute to the plan an actuarially determined amount necessary to fund the total benefits payable to participants. Actuaries calculate total contributions instead of contributions for each individual participant.
Excess pension plan.We maintain an ERISA excess pension plan, which is a supplemental non-qualified pension plan. The excess benefits under this plan equal the difference, if any, between a participant’s benefit under the qualified pension plan computed without regard to applicable Internal Revenue Code limits and taking into account bonus amounts deferred under the non-qualified deferred compensation and incentive plan, and the participant’s actual benefit under the qualified pension plan.
Supplemental executive retirement plan.We maintain a supplemental executive retirement plan for certain executive officers. As part of its ongoing review of compensation practices, the Committee decided in 2007 to eliminate future plan participation for new executive officers. This plan provides earnings credits based on a percentage of annual incentives awarded under eligible executive bonus plans in accordance with a schedule based on the participant’s age and years of credited service. This plan also provides quarterly interest credits that mirror the interest credits under the qualified pension plan.
Executive officers who participated in the supplemental executive retirement plan on December 31, 1998 and who were at least age 50 with five or more years of credited service receive grandfathered benefits based on the pension formula in effect prior to 1999. For executive officers at or above a certain organizational level who participated on December 31, 1998, but who did not meet the requirements for grandfathered benefits, we doubled the earnings credit percentages in order to mitigate the effect of the transition to the cash balance pension formula.
~~James E. Rohr received the transitional earnings credits provided under the cash balance pension plan and ERISA excess pension plan.~~

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    65
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Number of Present Value Payments
Years Credited of Accumulated during last
NEO Plan Name Service (#)^(a) Benefit ($)^(b) fiscal year^(c)
William S. Demchak Qualified Pension Plan 11 $ 140,868 -
ERISA Excess Pension Plan 11 $ 823,374 -
Supplemental Executive Retirement Plan 11 $ 1,161,204 -
Total $ 2,125,446 -
James E. Rohr Qualified Pension Plan 41 $ 1,568,162 -
ERISA Excess Pension Plan 40 $ 4,683,374 $ 2,581,360
Supplemental Executive Retirement Plan 40 - $ 31,273,460
Total $ 6,251,536 $ 33,854,820
Robert Q. Reilly Qualified Pension Plan 26 $ 258,270 -
ERISA Excess Pension Plan 26 $ 285,405 -
Supplemental Executive Retirement Plan 26 $ 367,535 -
Total $ 911,210 -
Richard J. Johnson Qualified Pension Plan 10 - $ 162,455
ERISA Excess Pension Plan 10 $ 357,101 -
Supplemental Executive Retirement Plan 10 $ 449,929 -
Total $ 807,030 $ 162,455
Michael P. Lyons Qualified Pension Plan 2 $ 12,034 -
ERISA Excess Pension Plan 2 $ 20,825 -
Supplemental Executive Retirement Plan NA - -
Total $ 32,859 -
E. William Parsley, III Qualified Pension Plan 10 $ 115,949 -
ERISA Excess Pension Plan 10 $ 519,596 -
Supplemental Executive Retirement Plan NA - -
Total $ 635,545 -
Steven C. Van Wyk Qualified Pension Plan 0 $ 5,658 -
ERISA Excess Pension Plan 0 - -
Supplemental Executive Retirement Plan NA - -
Total $ 5,658 -
PENSION BENEFITS AT 2016 FISCAL YEAR-END

NEO    Plan Name    Number of
Years Credited
Service (#)^(a)    Present Value
of Accumulated
Benefit ($)^(b)    Payments
During Last
Fiscal Year
William S. Demchak
   Qualified Pension Plan    14    $ 219,617    –
   ERISA Excess Pension Plan    14    $ 1,438,728    –
   Supplemental Executive Retirement Plan    14    $ 2,134,936    –
   Total       $ 3,793,281    –
Robert Q. Reilly
   Qualified Pension Plan    29    $ 380,624    –
   ERISA Excess Pension Plan    29    $ 530,197    –
   Supplemental Executive Retirement Plan    29    $ 805,905    –
   Total       $ 1,716,726    –
Michael P. Lyons
   Qualified Pension Plan    5    $ 33,431    –
   ERISA Excess Pension Plan    5    $ 66,668    –
   Supplemental Executive Retirement Plan    NA    –    –
   Total       $ 100,099    –
E William Parsley, III
   Qualified Pension Plan    13    $ 192,594    –
   ERISA Excess Pension Plan    13    $ 781,493    –
   Supplemental Executive Retirement Plan    NA    –    –
   Total       $ 974,087    –
Steven C. Van Wyk
   Qualified Pension Plan    3    $ 29,326    –
   ERISA Excess Pension Plan    3    $ 32,517    –
   Supplemental Executive Retirement Plan    NA    –    –
   Total       $ 61,843    –
(a) To compute the number of years of service, we use the same plan measurement date that we use for our ~~2013~~2016 audited consolidated financial statements. Credited service, where applicable, is generally equal to actual full years of service, however, for purposes of determining the level of benefits earned in the Qualified Pension Plan and ERISA Excess Pension Plan, credited service has been frozen as of December 31, 2009. As of that date, the NEOs had the following years of credited service: Mr. ~~Rohr 37, Mr.~~ Reilly 22, ~~Mr. Johnson 7,~~ Mr. Demchak 7 and Mr. Parsley 6. Mr. Lyons and Mr. Van Wyk were hired after service accruals ceased to be applicable for purposes of calculating the amount of Qualified Pension Plan and ERISA Excess Pension Plan benefits. ~~Mr. Rohr’s service for purposes of the Supplemental Executive Retirement Plan ceased as of April 23, 2013.~~
(b) We compute the present values shown here as of December 31, ~~2013~~2016 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation—Retirement Benefits (FASB ASC Topic 715), as specified in the SEC regulations. The amounts do not necessarily reflect the amounts to which the executive officers would be entitled under the terms of these plans as of December 31, ~~2013.~~2016.
We calculate the present values for the plans by projecting the December 31, ~~2013~~2016 account balances to an assumed retirement age of 65, using an interest crediting rate of (i) 4.40% for Mr. Demchak, Mr. Reilly ~~Mr. Johnson,~~ and Mr. Parsley and (ii) ~~3.50%~~2.75% for Mr. Lyons and Mr. Van Wyk ~~neither of whom~~who are not eligible for the guaranteed minimum annual interest crediting rate since ~~they~~each became a plan ~~participants~~participant after January 1, 2010. We then apply a discount rate of ~~4.75%~~4.0% for the Qualified Pension Plan and ~~4.35%~~3.80% for other plans to discount the balances back to December 31, ~~2013. Since Mr. Rohr attained the age of 65 prior to December 31, 2013, the present value for the plans is equal to his December 31, 2013 account balances.~~2016.
See Note 1511 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2016 for more information on the discount rates and other material assumptions.
~~(c)~~ During 2013 and due to his deemed separation under IRC Section 409A, Mr. Rohr received payments of $2,581,360 and $31,273,460 from the ERISA Excess Pension Plan and Supplemental Executive Retirement Plan respectively. His Supplemental Executive Retirement Plan benefit was calculated using the grandfathered formula. Also during 2013 and because of his retirement, Mr. Johnson received a payment of $162,455 from the Qualified Pension Plan. None of the NEOs other than Mr. Rohr and Mr. Johnson received payments under any of these plans during 2013.

66    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement
   66NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2016
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Non-qualified deferred compensation in fiscal ~~2013~~2016

Supplemental incentive savings plan (SISP). Prior to 2012, we offered a non-qualified supplemental incentive savings plan for certain designated employees who exceeded a compensation threshold. Effective January 1, 2012, the SISP was frozen to new participants and to the deferral of amounts earned on and after January 1, 2012. Participants with existing account balances can direct the investment of their accounts among the hypothetical investment alternatives made available under the plan and their accounts are adjusted for deemed investment gains or losses resulting from such investment directions.
The SISP was a supplement to the incentive savings plan (ISP) in which most of our employees can participate after they meet ~~certain age and~~any applicable service requirements. The ISP is a defined contribution 401(k) plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code. During ~~2013, Participants~~2016, participants could elect to contribute between 1% and 75% of eligible compensation to the plan each year as pre-tax elective deferrals, subject to Internal Revenue Code limits. Participants who are age 50 or older may contribute additional pre-tax amounts called “catch-up contributions” each year. For ~~2013,~~2016, we made employer matching contributions on behalf of eligible participants equal to 100% of elective deferrals up to 4% of eligible compensation. Matching contributions were made in cash. Participants direct the investment of their accounts among the investment options offered under the plan and their account balances are adjusted for gains or losses resulting from those investment directions.
ISP and SISP participants have the same investment options. The employee directs investment of contributions under either plan. Investment options include several ~~publicly available~~collective funds and mutual funds ~~(including~~
(including BlackRock mutual funds), a proprietary PNC investment fund, and a PNC common stock fund. We no longer permit new funds to be contributed or transferred into the PNC common stock fund. SISP investments are invested on a phantom basis and are considered “deemed” investments.
Deferred compensation plan (DCP) and deferred compensation and incentive plan (DCIP). We maintain a non-qualified deferred compensation and incentive plan (DCIP) for designated employees who exceed a compensation threshold. Participants can elect to defer up to 20% of base salary and/or up to 75% of eligible short-term incentive pay earned with respect to a plan year. The DCIP’s plan year is the calendar year and the DCIP’s first plan year began January 1, 2012. Prior to 2012, we offered a non-qualified deferred compensation plan (DCP) for ~~certain~~ designated employees who exceeded a compensation threshold. Effective January 1, 2012, the DCP was frozen to new participants and to the deferral of amounts earned on and after January 1, 2012. Distributions from this plan are paid in cash in accordance with the participant’s election. Participants with existing account balances can direct the investment of their accounts among the hypothetical investment alternatives made available under the plan and their accounts are adjusted for deemed investment gains or losses resulting from such investment directions.
As of December 31, 2012 we also maintained a non-qualified deferred compensation and incentive plan (DCIP) for certain designated employees who exceeded a compensation threshold. Participants could elect to defer up to 20% of base salary and/or up to 75% of eligible short-term incentive pay earned with respect to a plan year. The DCIP’s plan year is the calendar year and the DCIP’s first plan year began January 1, 2012.
DCP and DCIP participants currently have many of the same investment options available to ISP and SISP participants. DCP and DCIP participants also have additional investment options, ~~consisting of~~including additional BlackRock mutual funds. DCP and DCIP investments are invested on a phantom basis and are considered “deemed” investments.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement67
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Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings
in Last FY
($) Aggregate
Withdrawals/
Distributions
in Last FY
($) Aggregate
Balance at
Last FYE
($)
NEO Name of Plan ^(a) ^(b) ^(c)
William Supplemental Incentive
S. Demchak Savings Plan - - $ 223,969 - $ 901,933
Deferred Compensation &
Incentive Plan $ 684,690 - $ 205,901 - $ 1,049,505
Deferred Compensation Plan - - $ 833,017 $ (926,308 ) $ 3,912,330
Total $ 684,690 - $ 1,262,887 $ (926,308 ) $ 5,863,768
James Supplemental Incentive
E. Rohr Savings Plan - - $ 1,529,407 $ (1,371,881 ) $ 4,732,755
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - $ 627,446 - $ 2,353,820
Total - - $ 2,156,853 $ (1,371,881 ) $ 7,086,575
Robert Supplemental Incentive
Q. Reilly Savings Plan - - $ 123,396 - $ 594,143
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - $ 407,310 - $ 2,158,081
Total - - $ 530,706 - $ 2,752,224
Richard Supplemental Incentive
J. Johnson Savings Plan - - $ 123,440 $ (76,142 ) $ 681,678
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - $ 152,629 - $ 699,168
Total - - $ 276,069 $ (76,142 ) $ 1,380,846
Michael Supplemental Incentive
P. Lyons Savings Plan - - - - -
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - - - -
Total - - - - -
E. William Supplemental Incentive
Parsley, III Savings Plan - - $ 383,414 - $ 1,697,094
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - $ 437,477 $ (499,797 ) $ 2,899,777
Total - - $ 820,891 $ (499,797 ) $ 4,596,871
Steven Supplemental Incentive
C. Van Wyk Savings Plan - - - - -
Deferred Compensation &
Incentive Plan - - - - -
Deferred Compensation Plan - - - - -
Total - - - - -
NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2016


Executive
Contributions
in Last FY
($)

Registrant
Contributions in
Last FY
($)
   Aggregate
Earnings
in Last FY
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)
   NEO    Name of Plan    ^(a)          ^(b)    ^(c)
William S. Demchak
   Supplemental Incentive Savings Plan    –    –    $ 163,443 – $ 1,228,715

Deferred Compensation & Incentive Plan
   $ 512,500    –    $ 103,359 – $ 1,215,988
   Deferred Compensation Plan    –    –    $ (9,206 ) $ (1,146,984 ) $ 482,091
   Total    $ 512,500    –    $ 257,596 $ (1,146,984 ) $ 2,926,794
Robert Q. Reilly
   Supplemental Incentive Savings Plan    –    –    $ 74,299 – $ 720,451

Deferred Compensation & Incentive Plan
   –    –    – – –
   Deferred Compensation Plan    –    –    $ 231,085 – $ 2,551,320
   Total    –    –    $ 305,384 – $ 3,271,771
Michael P. Lyons
   Supplemental Incentive Savings Plan    –    –    – – –

Deferred Compensation & Incentive Plan
   –    –    – – –
   Deferred Compensation Plan    –    –    – – –
   Total    –    –    – – –
E William Parsley, III
   Supplemental Incentive Savings Plan    –    –    $ 200,748 – $ 1,954,937

Deferred Compensation
& Incentive Plan
   –    –    – – –
   Deferred Compensation Plan    –    –    $ 97,325 $ (574,010 ) $ 1,261,424
   Total    –    –    $ 298,073 $ (574,010 ) $ 3,216,361
Steven C. Van Wyk
   Supplemental Incentive Savings Plan    –    –    – – –

Deferred Compensation
& Incentive Plan
   $ 27,500    –    $ 8,370 – $ 62,543
   Deferred Compensation Plan    –    –    – – –
   Total    $ 27,500    –    $ 8,370 – $ 62,543
(a) Amounts in this column have been reported in the Summary compensation table on page ~~55.~~56.
(b) No amounts in this column have been reported in the Summary compensation table on page 5556 as none of our NEOs received above-market preferential earnings.
(c) We calculate the dollar amounts in this column by taking the aggregate balance at the end of fiscal year ~~2012~~2015 and then adding the totals in the other columns to that balance. The aggregate balance at the end of fiscal year ~~2013~~2016 includes any unrealized gains and losses on investments.

Please see page 69 for the amounts reported in the aggregate balance at last fiscal year end that were disclosed as compensation in previous Summary compensation tables.
68    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement68
NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2016
The amounts for each year reflect the contributions that were reported in previous summary compensation tables (since 2006). The total represents the aggregate of Executive and Registrant Contributions (thus, without giving effect to any earnings or distributions) that were reported in previous summary compensation tables.
NEO Plan 2006 2007 2008 2009 2010         2011 2012 2013 2014 2015 2016 Total*
William
S. Demchak
SISP $ 77,102 $ 97,100 $ 75,200 $ 63,620 – – – – – – – $ 313,022
DCIP – – – – – – $ 150,000 $ 684,690 $ 385,417 $ 442,500 $ 512,500 $ 2,175,107
DCP $ 1,278,907 $ 1,625,000 $ 1,125,603 – – – $ 745,500 – – – – $ 4,775,010
Robert
Q. Reilly
SISP – – – – – – – – – – – –
DCIP – – – – – – – – – – – –
DCP – – – – – – – – – – – –
Michael
P. Lyons
SISP – – – – – – – – – – – –
DCIP – – – – – – – – – – – –
DCP – – – – – – – – – – – –
E William
Parsley, III
SISP – – – – $ 665,038 – – – – – – $ 665,038
DCIP – – – – – – – – – – – –
DCP – – – – – – – – – – – –
Steven
C. Van Wyk
SISP – – – – – – – – – – – –
DCIP – – – – – – – – – – $ 27,500 $ 27,500
DCP – – – – – – – – – – – –
* The total amounts may exceed the aggregate balance at year-end due to the impact of plan withdrawals by the individual.
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THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement    69
NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2016
The following table shows the ~~2013~~2016 investment options for the ISP, SISP, DCP and DCIP, along with annual rates of return. See page 67 for an explanation of our ISP, SISP, DCP and DCIP. Ticker symbols are listed for investment options available to the general public.

Benchmark Performance    Ticker
Symbol ~~DCP~~    ~~DCIP~~DCP    ~~ISP/SISP~~DCIP    ~~Total Return~~
~~YTD~~
Am Beacon Sm Cp Value Inst* ~~AVFIX~~ISP/SISP    X2016 Annual
Rate of Return
BlackRock High Yield BR
   XBHYIX ~~40.06~~ %
Am EuroPacific Growth R5* ~~RERFX~~ X X ~~20.54~~ %
~~BlackRock Asset Allocation Instl.~~ ~~PBAIX~~ X ~~11.88~~ %
~~BlackRock Core Bond Fund1~~ ~~BFMCX~~ X ~~-1.39~~ %
BlackRock Core Fixed Income Index* X ~~-1.93~~ %
~~BlackRock High Yield BR~~ ~~BRHYX~~ X X X ~~9.48~~ %
~~BlackRock Intermediate Government Instl. (PNIGX)~~ ~~PNIGX~~ X ~~-2.20~~ %
~~BlackRock Inflation Protected Bond Instl. (BPRIX)~~ ~~BPRIX~~ X ~~-8.11~~ %
~~BlackRock International Bond Instl.~~ ~~CINSX~~ X ~~-3.52~~ %
BlackRock International Index* X ~~22.14~~ %
~~BlackRock International Opportunities Instl. (BISIX)~~ ~~BISIX~~ X ~~22.50~~ %
~~BlackRock US Opportunities Instl.~~ ~~BMCIX~~ X X ~~39.99~~ %
~~BlackRock Large Cap Core Instl.~~ ~~MALRX~~ X ~~33.92~~ %
BlackRock Large Cap Index Fund* X ~~32.45~~ %
~~BlackRock LifePath 2015 Fund~~ X X ~~7.60~~ %
~~BlackRock LifePath 2020 Fund~~ X X ~~10.23~~ %
~~BlackRock LifePath 2025 Fund~~ X X ~~12.33~~ %
~~BlackRock LifePath 2030 Fund~~ X X ~~14.04~~ %
~~BlackRock LifePath 2035 Fund~~ X X ~~15.81~~ %
~~BlackRock LifePath 2040 Fund~~ X X ~~17.37~~ %
~~BlackRock LifePath 2045 Fund~~ X X ~~18.90~~ %
~~BlackRock LifePath 2050 Fund~~ X X ~~20.16~~ %
~~BlackRock LifePath Retirement Fund~~ X X ~~6.62~~ %
~~BlackRock Liquidity Temp Fund~~ ~~TMPXX~~ X X X ~~0.07~~ %
~~BlackRock Small Cap Growth Instl~~ ~~PSGIX~~ X ~~45.32~~ %
BlackRock Small/Mid Index Fund* X ~~38.29~~ %
~~BlackRock TIPS~~ X X ~~-8.58~~ %
CRM Mid Cap Value Instl* ~~CRIMX~~ X X ~~33.40~~ %
Dodge & Cox Stock Fund* ~~DODGX~~ X X ~~40.55~~ %
Eagle Small Cap Growth Fund* ~~HSIIX~~ X ~~34.52~~ %
~~Fidelity Spartan International Index Inv. (FSIIX)~~ ~~FSIIX~~ X ~~21.70~~ %
Harbor Capital Appreciation* ~~HACAX~~ X X ~~37.66~~ %
Munder Mid Cap Core Growth Y* ~~MGOYX~~ X ~~33.72~~ %
~~PNC Common Stock Fund~~ ~~PNC~~ X X ~~36.45~~ %
~~PNC Investment Contract Fund Z~~    X    X    X    ~~1.64~~14.01 %
~~Vanguard Instl. Index Fund Plus~~
BlackRock Government Short Term Inv. Fund*
   ~~VIIIX~~    X    X ~~32.37~~ %
~~Vanguard Small Cap Index Inv.~~ ~~NAESX~~    X    0.06 %
BlackRock LifePath 2020 Fund
   ~~37.62~~ %
~~Vanguard Total Bond Mkt. Index Inv. (VBMFX)~~ ~~VBMFX~~    X    X    X    ~~-2.26~~6.61 %
Wells Fargo Adv. Total Return I*
BlackRock LifePath 2025 Fund
   ~~MBFIX~~ X    X X 7.24 %
BlackRock LifePath 2030 Fund
X X X 7.82 %
BlackRock LifePath 2035 Fund
X X X 8.40 %
BlackRock LifePath 2040 Fund
X X 8.86 %
BlackRock LifePath 2045 Fund
X X 9.16 %
BlackRock LifePath 2050 Fund
X X 9.22 %
BlackRock LifePath 2055 Fund
X X 9.17 %
BlackRock LifePath 2060 Fund
X X 9.20 %
BlackRock LifePath Retirement Fund
X X X 6.06 %
BlackRock Liquidity Temp Fund**
TMPXX X X X 0.50 %
BlackRock TIPS
X X X 4.81 %
Brandywine Intern’l Opp Fixed Inc Fund
LMOTX X X 3.78 %
PNC Common Stock Fund
PNC X X 25.78 %
PNC Stable Value Fund
X X X 1.48 %
SSgA S&P 500 Index Fund
X X X 11.96 %
SSgaA U.S. Extended Market Index Fund
X X X 16.03 %
SSgA Global Equity ex U.S. Index Fund
X X X 5.15 %
SSgA Real Return ex Nat. Res. Index Fund
X 6.06 %
SSgA U.S. Bond Index Fund
X X X 2.67 %
SSgA International Equity Index Fund
X X X 1.82 %
SSgA Emerging Markets Equity Index Fund
X X X 11.13 %
FPA Cresent Fund
FPACX X X 10.25 %
Aberdeen Emerging Markets Institutional Fund Instl
ABEMX X X 11.96 %
BlackRock Global Allocation I Fund
MALOX X X 4.09 %
First Eagle Overseas I Fund
SGOIX X X 5.90 %
Vulcan Large Cap Value Fund
VVPLX X X 11.46 %
Fiduciary Mgmt Small Cap Fund
FMIMX X    X       ~~-1.94~~ %
SSgA S&P 500 Index Fund** 20.20 X%
* ~~32.39~~ %
SSgaA U.S. Extended Market Index Fund** XFund added to the ISP, SISP, DCP, DCIP fund line up effective October 1, 2016—fund return reflects inception to date return. ~~37.76~~ %
SSgA Global Equity ex U.S. Index Fund** X ~~14.68~~ %
SSgA Real Return ex Nat. Res. Index Fund** X ~~-4.50~~ %
SSgA U.S. Bond Index Fund** X ~~-2.08~~ %

* ~~Funds eliminated from the ISP/SISP effective May 31, 2013~~
** ~~Funds added to~~Fund removed from the ~~ISP/~~ISP, SISP, DCP, DCIP fund line up effective ~~April~~October 1, ~~2013~~2016.

70    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement69
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The amounts for each year reflect the contributions that were reported in previous summary compensation tables (since 2006). The total represents the portion of the aggregate balance, without giving effect to earnings or distributions, that were reported in previous summary compensation tables.
NEO Plan 2006 2007 2008 2009 2010 2011 2012 2013 Total*
William
S. Demchak SISP $ 77,102 $ 97,100 $ 75,200 $ 63,620 - - - - $ 313,022
DCIP - - - - - - $ 150,000 $ 684,690 $ 834,690
DCP $ 1,278,907 $ 1,625,000 $ 1,125,603 - - - $ 745,500 - $ 4,775,010
James
E. Rohr SISP $ 153,800 $ 163,000 $ 155,738 $ 140,300 - - - - $ 612,838
DCIP - - - - - - - - -
DCP - - - - - - - - -
Robert
Q. Reilly SISP - - - - - - - - -
DCIP - - - - - - - - -
DCP - - - - - - - - -
Richard
J. Johnson SISP $ 47,105 $ 76,000 $ 75,473 $ 58,500 $ 33,479 $ 87,662 - - $ 378,219
DCIP - - - - - - - - -
DCP $ 262,569 - $ 475,000 - - - - - $ 737,569
Michael
P. Lyons SISP - - - - - - - - -
DCIP - - - - - - - - -
DCP - - - - - - - - -
E. William
Parsley, III SISP - - - - $ 665,038 - - - $ 665,038
DCIP - - - - - - - - -
DCP - - - - - - - - -
Steven
C. Van Wyk SISP - - - - - - - - -
DCIP - - - - - - - - -
DCP - - - - - - - - -
* ~~The total amounts may exceed the aggregate balance at year-end due to the impact of plan withdrawals by the individual.~~
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   70
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CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
Benefits upon termination of employment

Our NEOs may receive various forms of compensation or benefits in connection with a termination of employment. These benefits result from:

change in control agreements,

the terms of our equity-based grants, and

other existing plans and arrangements in which our NEOs participate.
We do not have a separate severance plan or program for the NEOs, although the Committee has discretion to provide severance benefits, subject to the parameters of the policy we adopted in February 2011 and described on page 4951 of our CD&A.
The benefits will depend on whether PNC or the executive terminated employment and, if PNC terminated employment, whether it was for cause; whether the termination resulted from death or disability; whether the termination followed a change in control and whether the executive is retirement-eligible. If a retirement-eligible employee resigns or is terminated without cause, we consider it a retirement. For these purposes, a “retirement-eligible” employee is someone who is at least 55 years old and has at least five years of service with us. As of December 31, ~~2013, Mr. Rohr and Mr. Johnson~~2016, none of our NEOs were ~~retirement-eligible, while Mr. Demchak, Mr. Reilly, Mr. Lyons, Mr. Parsley, and Mr. Van Wyk were not.~~retirement-eligible.

Change in control agreements

As of December 31, ~~2013~~2016 we have entered into separate change in control agreements with each of our NEOs ~~except for Mr. Rohr and Mr. Johnson,~~ and similar agreements with a limited group of other senior officers. ~~Mr. Rohr’s change in control agreement terminated as of his transition to Executive Chairman and Mr. Johnson’s change in control agreement terminated as of his retirement date.~~ These agreements have been a valuable component of our executive compensation program for several years. We believe that these arrangements mitigate concerns arising from a change in control, and help to ensure the continued dedicated service of our key employees. ~~While the acceleration of equity requires only a change in control, cash~~Cash payments received under these agreements require a “double trigger”—that is, the occurrence of both a change in control and a qualifying termination of employment. A qualifying termination would occur if the executive resigned for “good reason” or the surviving company terminated the executive without “cause” (each as defined in the change in control agreement).
The treatment of equity awards upon a change in control is handled in the equity awards agreements themselves, described below, not in these agreements.
These agreements would pay cash to our executives, calculated based on various compensation components. These components include base salary and an annual incentive award (bonus). The cash severance payment related to base salary for ~~Mr. Demchak and Mr. Reilly~~our NEOs is based on ~~three times, and for Mr. Lyons and Mr. Van Wyk~~ two times the base salary (the highest monthly base salary rate for the twelve months preceding the change in control multiplied by twelve). ~~The~~For our NEOs, the cash severance payment related to the bonus is ~~three times for Mr. Demchak and Mr. Reilly, and~~ two times ~~for Mr. Lyons and Mr. Van Wyk,~~ the applicable average bonus percent multiplied by the applicable base salary. ~~For Mr. Parsley, the multiple for the base salary component is two and the multiple for the bonus component is one.~~ The agreements also provide for continued benefits under (or compute cash payments by reference to)
some of our retirement and health and welfare benefit plans.
Our historical agreements require a payment to the NEO to reimburse the executive for any excise taxes on severance or other benefits that are considered “excess parachute payments” under the Internal Revenue Code as long as severance and other benefits are at least 105% of the maximum that can be paid without incurring the excise tax. Since 2009, we have eliminated the excise tax “gross-up” provision from new change in control agreements. ~~Mr. Parsley’s, Mr. Lyons’ and Mr. Van Wyk’s agreements do not contain an~~In addition, in 2016, we eliminated excise tax ~~gross-up provision.~~gross-ups in all existing change of control agreements. Our current change in control agreements provide that, in the event the benefits payable to an executive trigger excise taxes under Section 4999 of the Code, the executive will be entitled to a reduction in benefits so that no excise tax is imposed if such a reduction would result in a greater net (after-tax) benefit to the executive than payment of the full amount of his or her benefits. Our Board adopted a policy in February 2011 that requires shareholder approval of certain future severance arrangements if the arrangement provides for additional severance benefits in an amount exceeding 2.99 times the sum of the executive’s annual base salary and target bonus.
The change in control agreements prohibit the executive from using or disclosing any of our confidential business or technical information or trade secrets. The executive may also not employ or solicit any of our officers during the one-year period following termination.
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   71
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While the benefits to be received under a change in control agreement may be significant to an individual, they first require the occurrence of a significant transaction. As a result, the benefits are highly speculative, and contingent on a variety of facts and circumstances. In recognition of this, our Personnel and Compensation Committee does not consider the amount of potential change in control
THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement    71
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
payments when it makes annual compensation decisions for NEOs. Change in control protections,
although meaningful, also become relatively less significant to PNC as we increase in size.
Equity-based grants

If ana NEO resigns or the NEO’s employment is terminated with or without cause, any unvested equity-based compensation is generally forfeited. IfEquity-based compensation is not forfeited, however, if an employee retires—when a ~~retirement-eligible~~retirement eligible employee resigns or is terminated without cause—in which case the compensation continues in effect until its original scheduled payment date. It is also not forfeited under certain circumstances following a change in control. Beginning in 2015, grants to our executive officers are “double trigger,” meaning such grants require the occurrence of both a change in control of PNC and a qualifying termination (which qualifying termination includes a
termination without cause ~~we consider it~~or a ~~retirement.~~ resignation for good reason following a change in control) to vest prior to the original vesting date, although payout does not occur until the original scheduled payment date. Under outstanding equity grants prior to 2015, upon a change in control of PNC, payout does not occur until the original scheduled payment date, although the potential payout amount is calculated and fixed at the time of the change in control.
A change in control of PNC, retirement of a NEO, or ~~the retirement or~~termination of employment by PNC by reason of disability of a NEO, has the following impact on unvested equity-based compensation:
~~GRANTS THAT VEST OR BECOME EXERCISABLE OVER TIME OR OPTIONS WHERE PERFORMANCE CRITERIA HAS BEEN MET~~OUTSTANDING OPTION AWARDS

Change in Control Retirement Disability
~~Securities vest or, if not alreadyexercisable, become~~All outstanding option awards are fully vested and exercisable~~regardless~~ as of ~~whether employmentis terminated.~~
December 31, 2016. Following a termination of employment without causeor a resignation for good reason, ~~theemployee will have~~the grantee has three years to ~~exercisestock options. The three-year periodcannot extend beyond~~exercise stock options (but not later than the original ~~optiontermination date.~~
option termination date).

~~For stock~~All outstanding option awards are fully vested and exercisable as of December 31, 2016. Upon retirement, such options ~~where the performance criteria has already been met or for other options granted at least one year before retirement, there will be no change. These options will~~ continue in effect in accordance with their ~~original~~ terms.
For other stock options grantedbetween six months and one year beforeretirement, the employee will forfeittwo-thirds of the options. The remainingone-third of the options will continue inaccordance with their original terms.For other stock options granted lessthan six months before retirement, theemployee will forfeit all of the options.For restricted stock and restricted shareunits that have not already satisfied theservice requirements, the Committee mayapprove vesting. For certain awards, if theCommittee does not take action withina certain time of the scheduled vestingdate, then the stock does not vest. Forcertain restricted stock awards, theCommittee may accelerate vesting. Forcertain awards, retirement or retirement aspecified period after grant will satisfy theservice retirement. Certain awards do notinclude a service requirement.

All ~~stock options that were not alreadyexercisable become~~outstanding option awards are fully vested and exercisable ~~and theemployee~~as of December 31, 2016. Grantee has three years to ~~exercisethem. The three-year period cannotextend beyond~~exercise stock options (but not later than the original ~~optiontermination date, however.~~
For restricted stock and restricted shareunits that have not already satisfied theservice requirements, the Committeemay approve vesting or, in the case ofcertain restricted share units, the servicerequirement is satisfied. For certainawards, if the Committee does nottake action within a certain time of thescheduled vesting date, then the stockdoes not vest. For certain restricted stockawards, the Committee may acceleratevesting. Certain awards do not include aservice requirement.
option termination date).
GRANTS THAT VEST UPON THE ACHIEVEMENT OF ADDITIONAL PERFORMANCE CRITERIA
Performance-Based Restricted Share Units (Performance RSUs)

~~Performance-Based Restricted Stock Units~~
Change in Control Retirement Disability
~~Any unvested performance~~2013 and 2014 Performance RSUs will vest and ~~pay out~~be paid as soon as practicable following the change of control. 2015 and 2016 Performance RSUs will vest upon the occurrence of both the change of control and a qualifying termination (or continued employment through the original vesting date) and will be paid as soon as practicable following the original vesting date. All Performance RSUs payout at 100% performance if ~~we meet~~ the Tier 1 capital ratio risk factor is met or exceeded as of the last-completed quarter-end, provided that ~~for 2013 and later grants,~~ the payout percentage will also be subject to a second risk-based ~~adjustments~~adjustment based on the most recent annual discretionary risk factor ~~used~~applied prior to ~~that time for~~ the ~~other risk factor.~~change in control. If ~~we do not meet~~ the ~~required performance for the~~Tier 1 capital ratio risk factor is not met, the ~~units~~Performance RSUs are cancelled. Dividend equivalents cease to accrue at the change in control date. Performance RSUs continue in effect in accordance with their ~~terms.~~ ~~Performance RSUs continue in effect in accordance with their terms.~~terms as if the grantee had remained employed for the full performance period.
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CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
GRANTS THAT VEST UPON THE ACHIEVEMENT OF ADDITIONAL PERFORMANCE CRITERIA (CONTINUED)
Incentive Performance Units (IPUs)

Change in Control    Retirement Disability
For both ~~regular~~outstanding standard and ALM incentive performance units, if ~~theperformance~~the performance period has not yet ended before the date of a ~~changein~~change in control, the ~~employee would receive a two-part award. Each partof~~award is calculated in two parts – (1) the ~~award would be prorated based on a~~ portion of the ~~originalmulti-year~~ performance ~~period.~~
~~The first part of the award relates~~period that elapsed prior to ~~the part of the performanceperiod that had already elapsed before~~ the change in ~~control. Thesecond part~~control (measured in quarters) and (2) the portion of the ~~award relates to the part of the performanceperiod~~performance period that ~~had~~ not ~~been~~ completed due to the change in control.

In each part, the award ~~would be~~is calculated by multiplying ~~aperformance~~a performance factor by the target number of units, ~~originallygranted~~ and then ~~applying the applicable proration factor. (For2012 and earlier grants, the target number~~prorating such performance-adjusted amount of ~~regular~~ units wouldbe adjusted for deemed dividends up to the change in controldate, but the ALM units would not receive such an adjustment.For 2013 and later regular grants, the related dividend equivalents,which receive the same performance adjustment as ~~their relatedunits, cease to accrue at the change in control date.)~~described below:

Part 1 - The corporate performance factor used to calculate the first part would ~~bethe~~be the higher of 100% and the actual payout percentage achieved ~~basedon actual applicable corporate performance~~ prior to the date ~~ofthe~~of the change in ~~control. The corporate performance factor used tocalculate~~control, and the ~~second part would be a flat 100%. In some cases, theperformance factors would then be subject to additional, risk-based adjustments.~~
~~For the first part of the award, the performance-adjusted amountof units would then be prorated~~proration is based on the portion of the ~~overallperformance~~overall performance period (measured in quarters) that ~~had elapsedbefore~~elapsed before the date of the change in control. ~~For~~
Part 2 - The corporate performance factor used to calculate the second part is 100%, and the proration ~~would be~~is based on the remainder of the ~~originallyscheduled~~overall performance period not completed due to the ~~changein~~change in control.

~~For~~Dividend equivalents cease to accrue at the ~~regular~~change in control date and receive the same performance adjustment as their related units.
Beginning with 2015 grants, ~~made~~standard and ALM incentive performance units will only vest and pay out upon a qualifying termination following the change in ~~2011 and later,~~control or continued employment through the ~~performancefactors~~original vesting year. In addition, for the standard IPU grants, the performance factors used to calculate the awards ~~would also be subject toadditional, risk-based adjustments. For the 2011 grants, the firstpart of the award would be~~are subject to additional risk-based ~~adjustments incertain circumstances and for the 2012 and later grants, both partsof the award would be subject to risk-based adjustment in certaincircumstances.~~adjustments.

~~For grants of regular~~Outstanding standard or ALM incentive performance units ~~made~~continue in ~~and after 2012,~~effect in ~~the case of either retirement or disability, the granteeremains eligible for consideration for a full award equal tothe same award~~accordance with their terms as if the grantee ~~could have received~~ had ~~thegrantee~~ remained employed for the full performance period.
For grants made before 2012, the Committee may award upto a prorated amount to a retired employee. This amount willbe based on performance prior to retirement and the unitswill be prorated based on the portion of the performanceperiod elapsed prior to the retirement date of the employee.The Committee may award up to the full amount to anemployee who becomes disabled during the performanceperiod.
~~For all grants, regardless of the year that they were made,the Committee retains downward discretion to adjust oreliminate the payout. Any payout would occur after theperformance period ends.~~

~~The retirement and disability benefits summarized above are generally subject to termination by~~THE PNC ~~if it is determined that an employee has engaged in certain competitive activities during employment or the first year post-employment, or that the employee has engaged in other detrimental conduct.~~FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement    73
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

Acceleration upon death.If the executive officer dies, generally (1) stock options ~~become~~remain exercisable ~~restricted stock and restricted stock units vest,~~until the original option termination date, (2) performance RSUs vest and pay out at 100% (provided, ~~for 2013 and later grants,~~ if death occurs after the close of a performance year but before that year’s tranche has paid out, payout of that tranche is the same as if still an employee and otherwise at 100%), and ~~a portion of the outstanding~~(3) for incentive performance units, ~~(or~~ all of such outstanding units ~~beginning with 2014 grants)~~ may be paid ~~subject to the discretion of our Board’s Personnel and Compensation Committee,~~out, up to a maximum based on actual corporate and risk performance through the calendar year of the executive officer’s death ~~and, where applicable,~~(and at 100% ~~thereafter. Any options will~~thereafter) and subject to the negative discretion of the Board’s Personnel and Compensation Committee.
Other material conditions. The retirement and disability awards summarized above are generally ~~remain exercisable until~~subject to forfeiture by PNC if it is determined that a grantee has engaged in certain competitive activities during employment and the ~~original option~~one year period following termination ~~date.~~of employment, or if the grantee has engaged in other detrimental conduct. In addition, the award is subject to grantee’s agreement not to solicit certain customers or employees of PNC during employment and the one year period following termination of employment as well as to at all times maintain confidentiality of business and technical information and to disclose certain and assign certain inventions.
Awards are generally subject to PNC’s clawback, adjustment or similar policies and to any clawback or recoupment that may be required by applicable law or regulations.

~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   73
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Existing plans and arrangements

As of December 31, ~~2013,~~2016, our NEOs could participate in our qualified cash balance pension plan, our ERISA excess pension plan, our ISP, and our DCIP. In addition, ~~our NEOs, other than~~ Mr. ~~Lyons~~Demchak, Mr. Reilly and Mr. ~~Van Wyk,~~Parsley participate in our SISP and our DCP ~~and our NEOs, other than~~(although they may no longer make contributions to these plans). Mr. ~~Lyons, Mr. Parsley~~Demchak and Mr. ~~Van Wyk,~~ Reilly also
participate in our supplemental executive retirement plan. The officers earn these benefits for services provided to us while employed, and many of these plans are also available on a broader basis to other employees. For the most part, an officer’s entitlement to these benefits does not depend on how employment terminates.
Estimated benefits upon termination

The following table shows the estimated incremental benefits payable to our NEOs as of December 31, ~~2013~~2016 as a result of termination of employment in a variety of situations. These estimated amounts have been calculated as if employment was terminated on December 31, ~~2013.~~2016. For change in control benefits, we assumed a change in control of PNC and a termination of employment by the surviving company without cause (or a resignation of the officer for good reason) on that date. To the extent relevant, the amounts assume a PNC stock price of ~~$77.58~~$116.96, the
closing price for our stock on December ~~31, 2013.~~30, 2016. If we calculated these amounts using a different price, the amounts could be significantly different. The benefits below do not include the balances under our qualified cash balance pension plan, our ERISA excess pension plan, our supplemental executive retirement plan, our ISP, our SISP, our DCP and our DCIP unless the NEO receives an enhanced benefit under the termination scenario. In addition, the value of vested but unexercised stock options as of December 31, 2016 are not included as they do not provide an incremental benefit.

~~EMPLOYEES WHO ARE ELIGIBLE FOR RETIREMENT~~
James E. Rohr Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b)(d) Disability Death
Cash Severance - - - - - -
Base Salary - - - - - -
Bonus - - - - - -
Enhanced Benefits - - - - - -
Defined Benefit Plans - - - - - -
Defined Contribution Plans - - - - - -
General Health & Welfare - - - - - -
Unvested Equity - - $ 19,092,704 $ 18,257,588 $ 19,092,704 $ 15,344,126
Restricted Stock/Units - - - - - -
Performance-based RSUs - - $ 9,668,316 $ 8,814,874 $ 9,668,316 $ 8,814,874
Incentive Performance Units - - $ 9,424,388 $ 9,442,714 $ 9,424,388 $ 6,529,252
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - - - -
TOTAL $ - $ - $ 19,092,704 $ 18,257,588 $ 19,092,704 $ 15,344,126
74    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement74
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Richard J. Johnson Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(c) Change
in Control^(b) Disability Death
Cash Severance - - - - - -
Base Salary - - - - - -
Bonus - - - - - -
Enhanced Benefits - - - - - -
Defined Benefit Plans - - - - - -
Defined Contribution Plans - - - - - -
General Health & Welfare - - - - - -
Unvested Equity - - $ 5,426,676 $ 5,202,356 - -
Restricted Stock/Units - - - - - -
Performance-based RSUs - - $ 2,751,124 $ 2,520,857 - -
Incentive Performance Units - - $ 2,675,552 $ 2,681,499 - -
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - - - -
TOTAL $ - $ - $ 5,426,676 $ 5,202,356 $ - $ -
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
William S. Demchak    Termination
for Cause
Voluntary
Termination/
Termination
without
Cause^(a)
   Retirement^(a)
Change
in Control^(b)
   Disability    Death
Cash Severance
   —    —    —    $ 9,778,901    —    —
Base Salary
   —    —    —    $ 2,200,000    —    —
Bonus
   —    —    —    $ 7,578,901    —    —
Enhanced Benefits
   —    —    —    $ 345,281    —    —
Defined Benefit Plans
   —    —    —    $ 299,472    —    —
Defined Contribution Plans
   —    —    —    $ 21,200    —    —
General Benefits & Perquisites
   —    —    —    $ 24,609    —    —
Value of Unvested Equity
   —    —    —    $ 27,695,090    $ 28,753,372    $ 27,581,803
Performance-based RSUs
   —    —    —    $ 12,528,263    $ 13,699,832    $ 12,528,263
Incentive Performance Units
   —    —    —    $ 15,166,827    $ 15,053,540    $ 15,053,540
Reduction Amount^(c)
   —    —    —    —    —    —
TOTAL
   $ 0    $ 0    $ 0    $ 37,819,272    $ 28,753,372    $ 27,581,803
Robert Q. Reilly    Termination
for Cause
Voluntary
Termination/
Termination
without
Cause^(a)
   Retirement^(a)    Change
in Control^(b) Disability    Death
Cash Severance
   —    —    —    $ 3,604,386 —    —
Base Salary
   —    —    —    $ 1,000,000 —    —
Bonus
   —    —    —    $ 2,604,386 —    —
Enhanced Benefits
   —    —    —    $ 183,941 —    —
Defined Benefit Plans
   —    —    —    $ 138,132 —    —
Defined Contribution Plans
   —    —    —    $ 21,200 —    —
General Benefits & Perquisites
   —    —    —    $ 24,609 —    —
Value of Unvested Equity
   —    —    —    $ 7,115,299 $ 7,398,178    $ 7,086,230
Performance-based RSUs
   —    —    —    $ 3,233,500 $ 3,545,448    $ 3,233,500
Incentive Performance Units
   —    —    —    $ 3,881,799 $ 3,852,730    $ 3,852,730
Reduction Amount^(c)
   —    —    —    $ (515,988 ) —    —
TOTAL
   $ 0    $ 0    $ 0    $ 10,387,638 $ 7,398,178    $ 7,086,230

~~EMPLOYEES WHO ARE NOT ELIGIBLE FOR RETIREMENT~~
William S. Demchak Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b) Disability Death
Cash Severance - - - $ 10,594,125 - -
Base Salary - - - $ 3,000,000 - -
Bonus - - - $ 7,594,125 - -
Enhanced Benefits - - - $ 853,101 - -
Defined Benefit Plans - - - $ 795,501 - -
Defined Contribution Plans - - - $ 30,600 - -
General Health & Welfare - - - $ 27,000 - -
Unvested Equity - - - $ 14,707,758 $ 15,333,286 $ 12,138,717
Restricted Stock/Units - - - - - -
Performance-based RSUs - - - $ 6,912,992 $ 7,554,962 $ 6,912,992
Incentive Performance Units - - - $ 7,794,766 $ 7,778,324 $ 5,225,725
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - - - -
TOTAL $ - $ - $ - $ 26,154,984 $ 15,333,286 $ 12,138,717
THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement75
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Robert Q. Reilly Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b) Disability Death
Cash Severance - - - $ 4,515,503 - -
Base Salary - - - $ 1,500,000 - -
Bonus - - - $ 3,015,503 - -
Enhanced Benefits - - - $ 490,220 - -
Defined Benefit Plans - - - $ 421,704 - -
Defined Contribution Plans - - - $ 30,600 - -
General Health & Welfare - - - $ 37,916 - -
Unvested Equity - - - $ 3,459,497 $ 3,607,759 $ 2,770,417
Restricted Stock/Units - - - - - -
Performance-based RSUs - - - $ 1,697,036 $ 1,848,647 $ 1,697,036
Incentive Performance Units - - - $ 1,762,461 $ 1,759,112 $ 1,073,381
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - $ 3,279,434 - -
TOTAL $ - $ - $ - $ 11,744,654 $ 3,607,759 $ 2,770,417
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT
Michael P. Lyons Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b) Disability Death
Cash Severance - - - $ 6,599,957 - -
Base Salary - - - - - -
Bonus - - - $ 6,599,957 - -
Enhanced Benefits - - - - - -
Defined Benefit Plans - - - - - -
Defined Contribution Plans - - - - - -
General Health & Welfare - - - - - -
Unvested Equity - - - $ 10,165,531 $ 10,418,321 $ 8,119,880
Restricted Stock/Units - - - $ 2,263,009 $ 2,263,009 $ 2,263,009
Performance-based RSUs - - - $ 3,588,956 $ 3,854,305 $ 3,588,956
Incentive Performance Units - - - $ 4,313,566 $ 4,301,007 $ 2,267,915
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - NA - -
TOTAL $ - $ - $ - $ 16,765,488 $ 10,418,321 $ 8,119,880

Michael P. Lyons    Termination
for Cause    Voluntary
Termination/
Termination
without
Cause^(a)    Retirement^(a)    Change
in Control^(b) Disability    Death
Cash Severance
   —    —    —    $ 5,413,333 —    —
Base Salary
   —    —    —    $ 1,400,000 —    —
Bonus
   —    —    —    $ 4,013,333 —    —
Enhanced Benefits
   —    —    —    $ 97,772 —    —
Defined Benefit Plans
   —    —    —    $ 50,250 —    —
Defined Contribution Plans
   —    —    —    $ 21,200 —    —
General Benefits & Perquisites
   —    —    —    $ 26,322 —    —
Value of Unvested Equity
   —    —    —    $ 16,280,243 $ 16,947,880    $ 16,206,311
Performance-based RSUs
   —    —    —    $ 7,369,760 $ 8,111,329    $ 7,369,760
Incentive Performance Units
   —    —    —    $ 8,910,483 $ 8,836,551    $ 8,836,551
Reduction Amount^(c)
   —    —    —    $ (3,136,003 ) —    —
TOTAL
   $ 0    $ 0    $ 0    $ 18,655,345 $ 16,947,880    $ 16,206,311
E William Parsley, III    Termination
for Cause    Voluntary
Termination/
Termination
without
Cause^(a)    Retirement^(a)    Change
in Control^(b)    Disability    Death
Cash Severance
   —    —    —    $ 3,940,000    —    —
Base Salary
   —    —    —    $ 1,200,000    —    —
Bonus
   —    —    —    $ 2,740,000    —    —
Enhanced Benefits
   —    —    —    $ 175,712    —    —
Defined Benefit Plans
   —    —    —    $ 128,500    —    —
Defined Contribution Plans
   —    —    —    $ 21,200    —    —
General Benefits & Perquisites
   —    —    —    $ 26,012    —    —
Value of Unvested Equity
   —    —    —    $ 27,581,661    $ 27,848,346    $ 27,553,056
Performance-based RSUs
   —    —    —    $ 3,009,202    $ 3,304,492    $ 3,009,202
Incentive Performance Units
   —    —    —    $ 3,609,017    $ 3,580,178    $ 3,580,178
Phantom Units
   —    —    —    $ 20,963,442    $ 20,963,676    $ 20,963,676
Reduction Amount^(c)
   —    —    —    —    —    —
TOTAL
   $ 0    $ 0    $ 0    $ 31,697,373    $ 27,848,346    $ 27,553,056
76    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement76
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E. William Parsley, III Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b) Disability Death
Cash Severance - - - $ 2,187,625 - -
Base Salary - - - $ 1,000,000 - -
Bonus - - - $ 1,187,625 - -
Enhanced Benefits - - - $ 152,160 - -
Defined Benefit Plans - - - $ 109,382 - -
Defined Contribution Plans - - - $ 20,400 - -
General Health & Welfare - - - $ 22,378 - -
Unvested Equity - - - $ 19,612,499 $ 19,846,115 $ 15,107,576
Restricted Stock/Units - - - - - -
Performance-based RSUs - - - $ 2,453,220 $ 2,691,974 $ 2,453,220
Incentive Performance Units - - - $ 2,889,809 $ 2,884,671 $ 2,092,253
Phantom Units - - - $ 14,269,470 $ 14,269,470 $ 10,562,103
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - NA - -
TOTAL $ - $ - $ - $ 21,952,284 $ 19,846,115 $ 15,107,576
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

Steven C. Van Wyk Termination
for Cause Voluntary
Termination/
Termination
without Cause^(a) Retirement^(a) Change
in Control^(b) Disability Death
Cash Severance - - - $ 2,200,000 - -
Base Salary - - - $ 1,000,000 - -
Bonus - - - $ 1,200,000 - -
Enhanced Benefits - - - $ 79,878 - -
Defined Benefit Plans - - - $ 38,250 - -
Defined Contribution Plans - - - $ 20,400 - -
General Health & Welfare - - - $ 21,228 - -
Unvested Equity - - - $ 2,419,442 $ 2,464,557 $ 1,950,302
Restricted Stock/Units - - - $ 953,381 $ 953,381 $ 953,381
Performance-based RSUs - - - $ 703,709 $ 748,824 $ 703,709
Incentive Performance Units - - - $ 762,352 $ 762,352 $ 293,212
Phantom Units - - - - - -
Unexercisable Options - - - - - -
Excise Tax and Gross-Up - - - NA - -
TOTAL $ - $ - $ - $ 4,699,320 $ 2,464,557 $ 1,950,302
Steven C. Van Wyk    Termination
for Cause    Voluntary
Termination/
Termination
without
Cause^(a)    Retirement^(a)    Change
in Control^(b) Disability    Death
Cash Severance
   —    —    —    $ 3,146,405 —    —
Base Salary
   —    —    —    $ 1,000,000 —    —
Bonus
   —    —    —    $ 2,146,405 —    —
Enhanced Benefits
   —    —    —    $ 77,219 —    —
Defined Benefit Plans
   —    —    —    $ 38,250 —    —
Defined Contribution Plans
   —    —    —    $ 21,200 —    —
General Benefits & Perquisites
   —    —    —    $ 17,769 —    —
Value of Unvested Equity
   —    —    —    $ 6,273,124 $ 6,526,581    $ 6,245,636
Performance-based RSUs
   —    —    —    $ 2,840,308 $ 3,121,253    $ 2,840,308
Incentive Performance Units
   —    —    —    $ 3,432,816 $ 3,405,328    $ 3,405,328
Reduction Amount^(c)
   —    —    —    $ (1,386,095 ) —    —
TOTAL
   $ 0    $ 0    $ 0    $ 8,110,653 $ 6,526,581    $ 6,245,636
(a) If a retirement-eligible employee resigns or is terminated without cause, we consider it a retirement.
(b) The benefits and awards shown under ~~“Unvested~~“Value of Unvested Equity” that were granted in 2015 and 2016 are received upon a change in control and a termination of employment by the surviving company without cause (or a resignation of the officer for good reason), which this table assumes takes place on December 31, 2016. Awards granted prior to 2015 are received upon the change in control itself and do not require qualifying termination of employment while the other benefits require qualifying termination. In addition, it is possible that an Excise Tax Gross-up payment may be required if a change in control occurred even without a qualifying employment termination. In Mr. Johnson’s case, the benefit assumed a retirement on December 31, 2013 accompanying a change in control.employment.
(c) ~~Mr. Johnson retired as CFO on August 12, 2013. The table reflects~~Amount reduced under the ~~value~~agreement to avoid imposition of his unvested equity as if he had retired instead on December 31, 2013, which will remain outstanding and continue to vest as if he were still employed. As a result, his outstanding equity continues to be subject to the terms and conditions of the applicable awards agreement, including change in control provisions.
~~(d)~~ Mr. Rohr’s change in control agreement, which governs his cash payments, expired as of his transition to Executive Chairman. His outstanding equity awards continue to be subject to the applicable award agreements which allow for immediate vesting upon a change in control.excise tax under IRC 4999.

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SECURITY OWNERSHIP OF ~~DIRECTORS~~MANAGEMENT AND ~~EXECUTIVE OFFICERS~~CERTAIN BENEFICIAL OWNERS
Security ownership of directors and executive officers

The table below sets forth information regarding common stock ownership by our directors and executive officers. We include beneficial ownership of common stock as of ~~January 31, 2014~~February 3, 2017 for each director ~~(including all~~(all of whom are nominees for director), each executive officer named in the Summary compensation table on page ~~55,~~56, and all directors and executive officers as a group. Unless we otherwise note, each person exercises sole voting and investment power over these shares of common stock.
We determine the number of shares in the Common Stock Ownership column as beneficially owned by each director and executive officer pursuant to SEC regulations. This information does not necessarily
indicate beneficial ownership for any other purpose. Beneficial ownership includes any shares of common stock as to which the individual has sole or shared voting power or investment power. We also include any shares of common stock that the individual has the right to acquire within 60 days of ~~January 31, 2014~~February 3, 2017 through the exercise of any option, warrant or ~~right.~~right and any restricted stock units payable in common stock that vest within 60 days of February 3, 2017. The table also shows, as of ~~January 31, 2014,~~February 3, 2017, the number of common stock units credited to the accounts of our directors and executive officers under various ~~compensation and~~ benefit plans. Each of our directors standing for election owns shares of our common stock.

Name Common
Stock
Ownership* Number of
Shares Subject to
Exercisable Options Total Number of
Shares Beneficially
Owned Common
Stock Unit
Ownership** Total Shares
Beneficially Owned
Plus Common Stock
Units
Non-Employee Directors:
Richard O. Berndt 10,068 - 10,068 13,701 23,769
Charles E. Bunch 781 - 781 13,701 14,482
Paul W. Chellgren 23,980 ⁽¹⁾ - 23,980 59,150 83,130
Andrew T. Feldstein 13,000 - 13,000 610 13,610
Kay Coles James 315 - 315 18,289 18,604
Richard B. Kelson 624 - 624 23,921 24,545
Bruce C. Lindsay 1 ⁽²⁾ - 1 25,009 25,010
Anthony A. Massaro 3,136 ⁽¹⁾⁽²⁾ - 3,136 20,129 23,265
Jane G. Pepper 2,840 4,000 6,840 26,581 33,421
Donald J. Shepard 8,967 ⁽³⁾ - 8,967 29,060 38,027
Lorene K. Steffes 2,041 ⁽²⁾ 1,000 3,041 24,848 27,889
Dennis F. Strigl 10,714 4,000 14,714 25,616 40,330
Thomas J. Usher 7,139 ⁽²⁾ 4,000 11,139 48,843 59,982
George H. Walls, Jr. 385 - 385 25,530 25,915
Helge H. Wehmeier 24,533 - 24,533 35,143 59,676
NEOs:
William S. Demchak 273,712 ⁽²⁾⁽⁴⁾ 791,200 1,064,912 8,865 1,073,777
James E. Rohr 591,643 ⁽⁴⁾⁽⁵⁾ 1,543,035 2,134,678 72,197 2,206,875
Robert Q. Reilly 55,163 ⁽⁴⁾ 257,300 312,463 2,062 314,525
Richard J. Johnson 4,392 210,100 214,492 832 215,324
Michael P. Lyons 48,767 - 48,767 - 48,767
E. William Parsley, III 59,875 150,000 209,875 - 209,875
Steven C. Van Wyk 12,606 - 12,606 - 12,606
Nine remaining executive officers 213,454 ⁽⁴⁾ 943,169 1,156,623 20,569 1,177,192
Directors and executive officers as a group (31 persons): 1,368,136 3,907,804 5,275,940 494,656 5,770,596
~~THE PNC FINANCIAL SERVICES GROUP, INC. -~~~~2014 Proxy Statement~~   78
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Name    Common
Stock
Ownership* Options
and
Restricted
Share
Units**    Total
Number of
Shares
Beneficially
Owned    Common
Stock Unit
Ownership***    Total
Shares
Beneficially
Owned
Plus
Common
Stock Units
Non-Employee Directors:

Charles E. Bunch
   1,781 —    1,781    19,423    21,204
Marjorie Rodgers Cheshire
   218 —    218    4,198    4,416
Andrew T. Feldstein
   83,600 ⁽¹⁾⁽²⁾ —    83,600    9,695    93,295
Daniel R. Hesse
   1,100 —    1,100    1,981    3,081
Kay Coles James
   315 —    315    24,584    24,899
Richard B. Kelson
   119 —    119    28,161    28,280
Jane G. Pepper
   2,840 —    2,840    31,007    33,847
Donald J. Shepard
   8,967 ⁽²⁾ —    8,967    37,887    46,854
Lorene K. Steffes
   2,041 ⁽³⁾ —    2,041    32,048    34,089
Dennis F. Strigl
   10,714 ⁽³⁾ —    10,714    32,183    42,897
Michael J. Ward
   1,000 —    1,000    2,794    3,794
Gregory D. Wasson
   2,070 —    2,070    3,607    5,677
NEOs:

William S. Demchak
   447,525 ⁽³⁾⁽⁴⁾ 340,168    787,693    2,923    790,616
Robert Q. Reilly
   81,508 ⁽³⁾⁽⁴⁾ 215,171    296,679    2,211    298,890
Michael P. Lyons
   89,414 55,549    144,963    —    144,963
E William Parsley, III
   75,665 96,832    172,497    —    172,497
Steven C. Van Wyk
   17,529 ⁽²⁾⁽³⁾ 20,778    38,307    —    38,307
8 remaining executive officers
   138,202 ^(2)(3)(4) 159,489    297,691    3,558    301,249
Directors and executive officers as a group (25 persons):
   964,608 887,987    1,852,595    236,260    2,088,855
_* As of ~~January 31, 2014,~~February 3, 2017, there were ~~534,030,756~~486,378,823 shares of PNC common stock issued and outstanding. The number of shares of common stock beneficially owned by each individual is less than 1% of the outstanding shares of common stock; the total number of shares of common stock beneficially owned by the group is approximately ~~1.3%~~.4% of the class. If ~~employee or director~~ stock options were exercisable or units payable in common stock vest within 60 days of ~~January 31, 2014,~~February 3, 2017, we added those numbers to the total number of shares issued and ~~outstanding.~~outstanding to determine these ownership percentages. As of ~~January 31, 2014,~~February 3, 2017, the number of shares of common stock and units held by the group was ~~1.4%~~.4%. No director or executive officer beneficially owns shares of PNC preferred stock.
78    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
** ~~Represents~~Includes options exercisable within 60 days of February 3, 2017 and restricted share units payable in common stock that are expected to vest within 60 days of February 3, 2017.
*** For non-employee directors, includes common stock units credited to their accounts pursuant to deferrals made under the ~~accounts of directors~~Directors Deferred Compensation Plan and predecessor plans and common stock units granted under the Outside Directors Deferred Stock Unit Plan, which will be paid in cash. For executive officers, includes common stock units credited under ~~various compensation~~our DCP and ~~benefit plans that~~SISP, which are payable in cash. These units are not considered beneficially owned under SEC rules.
(1) Includes shares owned by spouse.
(2) Includes shares held in a trust.
(3) Includes shares held jointly with spouse.
~~(3)~~ ~~Included 7,845 shares held in a trust.~~
(4) Includes shares held in our incentive savings plan (ISP).
~~(5)~~ ~~Includes 517 shares held indirectly as custodian for daughter, 58,200 shares owned by spouse, 13,134 shares held in trust for daughter and 225,121 shares held in two revocable trusts.~~
Security ownership of certain beneficial owners

Based on a review, as of February 14, ~~2014,~~2017, of Schedules 13D and 13G filed with the SEC, the following ~~entity~~entities beneficially ~~owns~~own more than five percent of our common stock. The numbers shown
on the table below represent holdings as of December 31, ~~2013~~2016 provided in the Schedule 13G filed with the SEC and should be interpreted in light of the related footnotes.

Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class
Wellington Management Company, LLP 43,369,057 ⁽¹⁾ 8.14 %
280 Congress Street
Boston, MA 02210
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class
BlackRock, Inc.
26,641,912 ⁽¹⁾ 5.5 %
55 East 52nd Street
New York, NY 10055
The Vanguard Group, Inc.
32,627,572 ⁽²⁾ 6.7 %
100 Vanguard Blvd.
Malvern, PA 19355
Wellington Management Group LLP
40,802,171 ⁽³⁾ 8.4 %
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
(1) According to the Schedule ~~13G~~13G/A filed by BlackRock, Inc. with the SEC on January 25, 2017, BlackRock, Inc. and its subsidiaries have beneficial ownership of 26,641,912 shares of our common stock. BlackRock, Inc. reported (1) sole dispositive power with respect to 26,641,412 shares, (2) shared dispositive power with respect to 500 shares, (3) sole voting power with respect to 22,400,872 shares and (4) shared voting power with respect to 500 shares. BlackRock, Inc. is the beneficial owner of our common stock as a result of being a parent company or control person of the following subsidiaries, each of which holds less than 5% of the outstanding shares of common stock: BlackRock (Luxembourg) S.A.; BlackRock (Netherlands) B.V.; BlackRock (Singapore) Limited; BlackRock Advisors (UK) Limited; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; BlackRock Asset Management North Asia Limited; BlackRock Asset Management Schweiz AG; BlackRock Capital Management; BlackRock Financial Management, Inc.; BlackRock Fund Advisors; BlackRock Fund Managers Ltd; BlackRock Institutional Trust Company, N.A.; BlackRock International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; BlackRock Investment Management, LLC; BlackRock Japan Co Ltd; and BlackRock Life Limited.
(2) According to the Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 13, 2017, The Vanguard Group, Inc. has beneficial ownership of 32,627,572 shares of our common stock. The Vanguard Group, Inc. reported (1) sole dispositive power with respect to 31,765,472 shares, (2) shared dispositive power with respect to 862,100 shares, (3) sole voting power with respect to 772,336 shares and (4) shared voting power with respect to 98,439 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 632,421 shares or .12% of our common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 369,594 shares or .07% of our common stock as a result of its serving as investment manager of Australian investment offerings.
(3) According to the Schedule 13G/A filed by Wellington Management ~~Company,~~Group LLP with the SEC on February 9, 2017, Wellington Management ~~Company, in its capacity as investment adviser, may be deemed to beneficially own 43,369,057~~Group LLP has beneficial ownership of 40,802,171 shares of our common stock which are held of record by clients of ~~Wellington Management.~~one or more investment advisors directly or indirectly owned by Wellington Management Group LLP. Wellington Management Group LLP shares dispositive power with respect to ~~43,369,057~~40,802,171 shares of our common stock and shares voting power with respect to ~~21,593,127~~17,868,354 shares of our common stock.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    79
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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2)

Under the Audit Committee’s charter, the Audit Committee is responsible for the selection, appointment, compensation, retention and oversight of PNC’s independent auditors. In connection with this responsibility, the Audit Committee evaluates and monitors the auditors’ qualifications, performance and independence. This responsibility includes a review and evaluation of the lead audit partner. The Audit Committee approves all audit engagement fees and terms associated with the retention of the independent auditors. The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as PNC’s independent auditors for ~~2014.~~2017. PwC has been PNC’s independent auditors since 2007. The Audit Committee carefully considered the selection of PwC as our independent auditors. In connection with this selection, the Audit Committee considered whether there should be a rotation of the independent audit firm. The Audit Committee ~~Charter~~charter requires the Audit Committee to consider, not less frequently than when the lead audit partner is rotated, whether PNC should adopt a policy of regular rotation of the independent audit firm. In addition to assuring the required rotation of the lead audit partner, the Audit Committee oversees the selection of the new lead audit partner and the Audit Committee Chair participates directly in the selection of the new lead audit partner.
On February ~~14, 2014,~~16, 2017, the Audit Committee presented its conclusions regarding the selection and appointment of PwC as the independent
auditors to our Board of Directors, including a determination that the selection of PwC as our independent auditors is in the best interests of PNC. Following this presentation, the Board voted unanimously to recommend that shareholders vote to ratify the Audit Committee’s selection of PwC as PNC’s independent registered public accounting firm for ~~2014.~~2017. The Audit Committee and the Board of Directors believe that the continued retention of PwC as PNC’s independent auditors is in the best interests of PNC.
The Audit Committee and Board of Directors have adopted a policy that if a majority of the votes cast at the annual meeting is against ratification, the Audit Committee will reconsider its selection of PwC. The Audit Committee will be under no obligation, however, to select new independent auditors. If the Audit Committee does select new independent auditors for ~~2014,~~2017, we will not seek shareholder ratification of the new selection.
We expect representatives of PwC to be available at the annual meeting. They will have an opportunity to make a statement and respond to appropriate questions.
You can learn more about the Audit Committee’s responsibilities with respect to the independent auditors in the Committee’s charter, which is posted on the corporate governance section of our corporate website atwww.pnc.com/corporategovernance.
Audit, audit-related and permitted non-audit fees

~~Audit and non-audit fees~~
In considering the nature of the services provided by our independent auditors, the Audit Committee determined that the services are compatible with the provision of independent audit services. The Committee discussed these services with the independent auditors and our management to
determine that they are permitted under the SEC rules and regulations concerning auditor independence.
The following table summarizes the total fees for professional services rendered by PwC to PNC for ~~2013~~2016 and ~~2012:~~2015:

Category 2013 (in millions) 2012 (in millions)    2016 (in millions)    2015 (in millions)
Audit fees $ 17.8 $ 19.9    $ 19.8    $ 19.0
Audit-related fees^* $ 1.9 $ 1.9
Audit-related fees*
   $ 2.1    $ 1.8
Tax fees $ 0.2 $ 0.6    $ 0.2    $ 0.2
All other fees $ 0.9 $ 0.2    $ 0.2    –
TOTAL FEES BILLED $ 20.8 $ 22.6    $ 22.3    $ 21.0
* Excludes fees of ~~$0.8~~$1.8 million in ~~2013~~2016 and ~~$1.6~~$0.6 million in ~~2012~~2015 for financial due diligence services related to potential private equity investments. In those instances, the fees were paid by the company issuing the equity. ~~Also excludes fees of $0.2 million in 2012 for certain services in connection with the GIS divestiture for which PNC was reimbursed.~~

80    THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement80
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2)
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Audit fees.These fees consisted primarily of the audit of PNC’s annual consolidated financial statements, reviews of PNC’s quarterly consolidated financial statements included in Form 10-Q filings, comfort letter procedures, other services related to SEC matters and required attestation services.
Audit-related fees.These fees consisted primarily of SSAE 16 and compliance and internal control reviews.
Tax fees.These fees were attributable to federal and state tax compliance services and tax planning services.
All other fees.These fees primarily consisted of ~~consulting services related to various regulatory matters.~~fees for subscription based services.

Procedures for pre-approving audit services, audit-related services and permitted non-audit services

The Audit Committee is responsible for pre-approving audit services, audit-related services and permitted non-audit services (such as tax) to be provided to us by our independent auditors. The Committee is given this responsibility to confirm that providing services will not impair our auditors’ independence. The Committee performs this function for us and our subsidiaries.
The Committee’s responsibility also includes pre-approval of the fees for such services (although SEC regulations do not require the pre-approval of fees) and the other terms of the engagement. The Committee may either pre-approve specific fees, or a methodology for determining fees.
Any proposed increase in fees that exceeds the pre-approved amounts require the Committee’s approval.
Pre-approval may be general (categories of services) or specific (individual services). If the Committee pre-approves a general category of services, it will review ~~and pre-approve~~ the ~~category~~scope of services related to such general pre-approval at least ~~every year.~~annually. The Committee is responsible for approving any fee or other compensation arrangements for services covered by a pre-approval of a general category of services.
The full Committee may exercise pre-approval authority, or the Chairman of the Committee may exercise the authority as required between meetings. The Committee may also delegate this authority, in whole or in part, to one or more Committee members. Any person exercising delegated authority reports on the pre-approvals at
the next scheduled meeting of the Committee, which will be reflected in the meeting minutes. The Audit Committee may not delegate its pre-approval authority to any other person, including any member of our management or other PNC employee or agent.
The written request for pre-approval includes, at a minimum, a description of the nature of the engagement, the proposed fee for the services, and a statement by the independent auditor that the provision of the services is consistent with SEC and other applicable rules on auditor independence. All requests for pre-approval of services are reviewed by management to ensure the services are permitted under SEC regulations and the Audit Committee charter and include a recommendation of the proposal by the Chief Financial Officer or the Controller and the General Auditor. In reviewing a pre-approval request, the Committee or Chairman may request members of our management to provide their views on auditor independence questions.
The Controller or designee reports to the Audit Committee at least quarterly as to the status of services that had been pre-approved and the related fees.
All audit services, audit-related services and permitted non-audit services and related fees disclosed above were pre-approved by the Audit Committee. The Audit Committee may amend these procedures from time to time.

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee’s job is one of oversight, as set forth in its charter. It is not the duty of the Audit Committee to prepare PNC’s consolidated financial statements, to plan or conduct audits, or to determine that PNC’s consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles. PNC’s management is responsible for preparing PNC’s consolidated financial statements and for establishing and maintaining effective internal control over financial reporting. PNC’s management is also responsible for its assessment of the effectiveness of internal control over financial reporting. The independent auditors are responsible for the audit of PNC’s consolidated financial statements and the audit of the effectiveness of PNC’s internal control over financial reporting. In addition, the independent auditors are responsible for the audit of management’s assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2013.~~
2016.
The Audit Committee has reviewed and discussed PNC’s audited consolidated financial statements with management and with PricewaterhouseCoopers LLP (PwC), PNC’s ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm for ~~2013.~~2016. The Audit Committee has selected PwC as PNC’s independent auditors for ~~2014~~2017, subject to shareholder ratification. A portion of the Audit Committee’s review and discussion of PNC’s audited consolidated financial statements with PwC occurred in private sessions, without PNC management present.
The Audit Committee has discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. ~~61, as amended (AICPA Professional Standards, Vol. 1. AU Section 380),~~1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight ~~Board in Rule 3200T.~~
Board.
The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed PwC’s independence with representatives of PwC.
Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in PNC’s Annual Report on Form 10-K for the year ended December 31, ~~2013,~~2016, for filing with the Securities and Exchange Commission.
The Audit Committee of the Board of Directors of The PNC Financial Services Group, Inc.
~~Paul W. Chellgren,~~~~Chairman~~
~~Richard O. Berndt~~
Richard B. Kelson,
~~Bruce C. Lindsay~~
Chair
Marjorie Rodgers Cheshire
Donald J. Shepard
~~George H. Walls, Jr.~~
Gregory D. Wasson
In accordance with SEC regulations, the Report of the Audit Committee is not incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 or the Securities Act of 1933. The report is not deemed to be soliciting material or to be filed with the SEC under the Exchange Act or the Securities Act.
The Board of Directors recommends a vote FOR the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ~~2014.~~2017.

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“SAY-ON-PAY”: ADVISORY VOTE
ON EXECUTIVE COMPENSATION (ITEM 3)
What is the purpose of this item?

We describe this item as an advisory vote on executive compensation, but it is more commonly known as “say-on-pay.” We provide this vote under the federal securities laws (Section 14A of the Securities Exchange Act of 1934) and in recognition of our shareholders’ vote in 2011 recommending that we hold an advisory vote on executive compensation each year. After our shareholders voted in 2011, the Board affirmed ~~its~~that recommendation and elected to hold future “say-on-pay” advisory votes on an annual basis, until the
next shareholder vote on “say-on-pay” frequency. ~~We expect to conduct our~~As described in the next item, we are conducting the shareholder vote on “say-on-pay” frequency at ~~our 2017~~this year’s annual ~~meeting of shareholders.~~
meeting.
With this item, shareholders may submit an advisory vote on the compensation of our CEO and the other ~~six~~four executive officers named in theSummary compensation tableon page ~~55.~~56. That table provides an annual snapshot of the compensation paid or granted to our NEOs.

What does it mean to have a “say-on-pay” advisory vote?

As an advisory vote, the outcome will not bind PNC or our Board. We will disclose how many shareholders voted “For” or “Against” the resolution, and how many shareholders abstained from voting.
We believe in soliciting input from our ~~investors~~shareholders throughout the year on a variety of issues, and this advisory vote fits within our broader shareholder engagement efforts. We first provided a “say-on-pay” vote in 2009, voluntarily provided the vote again in 2010, provided the vote as required by the federal securities laws in 2011 and as recommended by our shareholders annually since then. We have averaged ~~94%~~92% support ~~for~~in say-on-pay votes over the past five years.
While this vote is non-binding, our Board values the opinions of shareholders and will carefully consider the results when making future compensation decisions. In considering an overall executive compensation program, “say-on-pay” cannot convey a shareholder’s view on a discrete element of our compensation program or a specific decision made by our Board’s Personnel and Compensation Committee. From 2009 through ~~2013,~~2016, the Committee received reports on the outcome of the “say-on-pay” vote, how PNC compared to its peer group and other large public companies, and whether any changes to the compensation program were being considered in light of the results. The Committee expects to undertake a similar evaluation this year.

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“SAY-ON-PAY”: ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 3)
Where can I find more information on executive compensation?
We describe our executive compensation program and the compensation awarded under that program in the CD&A, the Compensation Tables, and the related disclosure contained in this proxy statement. See pages 3538 to 77.
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What are some of the performance and compensation program highlights for ~~2013?~~2016?
Please review our CD&A, which begins on page ~~35,~~38, as well as the accompanying compensation tables and the related disclosure beginning on page ~~55.~~56. Performance and compensation program highlights, which are also included in our CD&A, should be read in connection with the full CD&A, the Compensation Tables and the related disclosure contained in this proxy statement.
The Board of Directors recommends a vote FOR the following advisory resolution:
“RESOLVED, that the holders of the common stock and the voting preferred stock of The PNC Financial Services Group, Inc. (the “Company”), voting together as a single class, approve the compensation of the Company’s ~~seven~~five executive officers named in the Summary compensation table of the Company’s proxy statement for the ~~2014~~2017 Annual Meeting of Shareholders (the ~~“2014~~“2017 Proxy Statement”), as described in the Compensation Discussion and Analysis, the Compensation Tables and the related disclosure contained in the ~~2014~~2017 Proxy Statement.”

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84FREQUENCY OF “SAY-ON-PAY” VOTE (ITEM 4)
As described in Item 3, we are asking our shareholders to approve an advisory vote on executive compensation, otherwise known as “say-on-pay.” This Item 4 solicits input from our shareholders on how frequently we should hold such a vote in the future. You may vote for a say-on-pay vote to be held every one, two or three years, or you may abstain from voting.
As with “say-on-pay,” we provide this vote pursuant to Section 14A of the Securities Exchange Act of 1934. This item is also an advisory vote, which means that it will not bind PNC or our Board. We will disclose how many shareholders voted for each of the three options (annual, biennial, or triennial votes) as well as how many abstained from voting. We last held a vote regarding the frequency of future “say-on-pay” votes in 2011. Since then, consistent with the recommendation of our shareholders, we have held “say-on-pay” advisory votes on an annual basis.
After careful consideration, our Board recommends that we should continue to seek shareholder input through an annual advisory vote. Our Board of Directors considers regular input on executive compensation from our shareholders an important part of a comprehensive corporate governance program. As discussed in our CD&A, our executive
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compensation program consists of a variety of objectives that include linking compensation to performance over time and aligning the interests of our executive leadership and our long-term shareholders. Despite the importance of performance over time periods beyond one year, our Board’s Personnel and Compensation Committee reviews the elements of our executive compensation program periodically and adjusts executive compensation, as appropriate, every year. Therefore, our Board of Directors believes that it may be beneficial to receive input from our shareholders on an annual basis.
While the advisory nature of this vote will not bind our Board, it gives our shareholders an opportunity to vote and inform us of their preferences as to how frequently shareholders should vote on the compensation of our executives. Our Board will carefully consider the results of this recommendation in determining how frequently to ask our shareholders to vote on the compensation of our executives in future say on pay advisory votes.
We expect to conduct our next shareholder vote on “say-on-pay” frequency at our 2023 annual meeting of shareholders.
The Board of Directors recommends that you vote FOR a frequency of “ONE YEAR” for future advisory votes on executive compensation.
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SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL DIVERSITY DISCLOSURE (ITEM 4)5)

We expect the following proposal to be presented by ~~Boston Common~~Trillium Asset Management ~~LLC~~on behalf of Portfolio 21 Global Equity Fund at the ~~Annual Meeting.~~annual meeting of shareholders. We include the full text of the shareholder’s proposal below, but do not independently verify the assertions made by the shareholder.
The Board of Directors ~~has recommended~~recommends a vote against this proposal ~~for broader policy reasons,~~ as described ~~in more detail~~ below. The address and security holdings of the shareholder will be supplied upon request to the Corporate Secretary at the address listed on page 17. The text of the proposal follows.

“~~Resolved:~~RESOLVED:~~Given the broader societal implications of climate change, shareowners~~ Shareholders request that ~~the Board of Directors~~PNC prepare a diversity report, ~~to shareholders by September 2014,~~ at a reasonable cost and omitting ~~proprietary~~confidential information, ~~PNC’s assessment of the greenhouse gas emissions resulting from its lending portfolio and its exposure~~available to ~~climate change risk in its lending, investing, and financing activities.”~~investors including:

1. A chart identifying employees according to gender and race in major EEOC-defined job categories, listing numbers or percentages in each category;
2. A description of policies/programs focused on increasing gender and racial diversity in the workplace.”
Supporting statement

“~~Whereas:~~WHEREAS:
A McKinsey & Company report found companies with highly diverse executive teams had higher returns on equity and earnings performance than those with low diversity.
~~Banks~~Chairman, President, and ~~other financial institutions contribute~~CEO Bill Demchak states: “PNC has worked through the years to ~~climate change through their financed emissions,~~foster a diverse and inclusive workplace.” And “There is plenty of evidence that tells us diverse teams are more successful. Diverse backgrounds drive different perspectives, which ~~are the greenhouse gas footprint of loans, investments, and financial services. A bank’s financed emissions can dwarf its other climate impacts and expose it~~lead to significant reputational, financial and operational risks. PNC Financial, Inc. (PNC) has not provided investors with sufficient information to permit meaningful assessment of the risks presented by its financing of greenhouse gas intensive businesses.
PNC is headquartered in a region that is economically linked to the extraction of natural gas and coal. The company stated in its 2013 Corporate Responsibility report that it expects to continue to fund these businesses.
PNC has emphasized the importance of climate change management in its brand reputation, stating in its 2013 response to CDP (Carbon Disclosure Project): ‘The increasingly eco-conscious business environment has meant that some customers and investors use a company’s response to climate change as a differentiator between potential options. A lack of a clear carbon emissions strategy, or a low perceived action plan, could cause PNC to lose valuable customers and investors, or limit our ability to attract new customers and investors.’
PNC stated that its ‘credit review process includes due diligence that takes into consideration the environmental impact of a prospective borrower.’ PNC claims to perform a ‘supplemental evaluation for companies in the extractive industries, including an understanding of any significant environmental impacts.’ PNC states it takes these actions because it recognizes the ‘potential risks associated with changing climate conditions that could affect business operations and performance.’ (Source: PNC, 2013 Carbon Disclosure Project response)
PNC has stated that, ‘In addition to the evaluation that we perform on all prospective borrowers, we perform a supplemental evaluation for companies in the extractive industries, including an understanding of any significant environmental impacts.’
more creative solutions.”
However, ~~despite a policy~~PNC does not ~~to extend credit to individual mountain top removal (MTR) mining projects~~disclose workforce data, or ~~to a coal producer that receives a majority~~disclose results of ~~its production from MTR mining, PNC continues to finance four of the top nine MTR coal mining companies (Source: Rainforest Action Network,~~~~Coal Finance Report Card~~~~, 2012).~~diversity initiatives. As a result, ~~it is the focus of a consumer boycott.~~shareholders have insufficient information to determine if PNC has ~~ignored investors’ requests~~a diverse workforce or has been successful in expanding diversity into senior roles.
Leading financial services firms such as Wells Fargo, JP Morgan, and Bank of New York Mellon provide details of diversity programs and policies, and disclose workforce statistics consistent with data provided to ~~provide information detailing its MTR policy implementation or~~ the ~~lending impacts~~Equal Employment Opportunity Commission (EEOC).
Asset management firms have begun acknowledging the lack of ~~this policy.”~~gender diversity in senior roles and in August, 2016 seven global asset managers including Blackrock, Capital Group, and Fidelity, shared diversity statistics which show, on average, that women represent nearly one-half of their workforce but represent just one-quarter of senior staff.

Research from Mercer confirms that improving gender diversity will require greater attention to closing the gender pay gap. Owing to the widespread and general concern about gender and racial wage disparities the EEOC has recently finalized a new rule to stem wage discrimination by collecting pay data by gender, race and ethnicity in a dozen job categories.
Expanding workforce diversity and closing the wage gap also requires policies and programs that attract and retain diversity in the workplace. A company’s family leave policies, for example, can play a role. McKinsey & Company reports that paid parental leave and the availability of on-site child care can significantly impact women’s ability to rise to higher productivity roles and therefore perpetuate a gender wage gap. The best performing companies on gender diversity have implemented gender neutral policies that improve the workplace for both men and women, according to McKinsey.
Diversity benchmarks can help ensure companies hiring hundreds of financial professionals, such as PNC, create competitive workforces. Companies that are publicly accountable to diversity goals are most likely to make rapid progress toward achieving their goals.”
“Supporting Statement:~~This request was also made~~ A report adequate for investors to assess strategy and performance can include a review of appropriate time-bound benchmarks for judging current and future progress, and details of policies and practices designed to reduce unconscious bias in the 2013 PNC Financial, Inc. proxy. At the 2013 Annual Meeting of Shareholders, 80,614,552 of votes cast by shareholders (22.8%) supported this resolution. The closing price on that day, April 23, 2013, was $67.21 per share, representing a total value of $5.4 billion (Source: Bloomberg).hiring and to build mentorship.”

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SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL DIVERSITY DISCLOSURE (ITEM 5)
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Statement by the ~~board~~Board of ~~directors~~Directors in opposition to the proposal

After careful consideration, the Board of Directors unanimously recommends that you vote against the proposal ~~from Boston Common~~submitted by Trillium Asset ~~Management.~~Management on behalf of Portfolio 21 Global Equity Fund.
~~As stated in our corporate responsibility report, we believe that there should be a healthy and frank dialogue about how our world continues to satisfy the growing demand for energy.~~ PNC is seriously committed to ~~sustainable building practices~~increasing gender and continues to minimize its impact on the environment. PNC actively engages with organizations that are on the forefront of green buildings and corporate sustainability practices and participates in industry challenges that aim to significantly improve building performance. PNC has disclosed its goal to reduce Scope 1 and 2 greenhouse gas emissions by 30 percent by 2020 (based on 2009 emissions). PNC has participatedracial diversity in the Carbon Disclosure Project (CDP), where our emissions data was third-party verified. PNC has also disclosed its goal of decreasing building energy consumption 30 percent by 2020 (based on 2009 data). We provide a more expansive discussion of our efforts in our corporate responsibility report which is available at~~www.pnc.com/aboutpnc~~.
We understand the concern of Boston Common Asset Management regarding greenhouse gas emissions and climate change risk. However, we believe that preparation of a report on the greenhouse gas emissions of our borrowers is not an appropriate use of corporate assets.workplace. We do not believe that ~~we can produce~~adoption of this proposal would enhance PNC’s commitment to promoting diversity in any meaningful way. We do, however, believe that reporting diversity metrics in a report along the lines suggested in the proposal at a reasonable cost. Providing it in the requested timeframe (September 2014) would create a significant burden and would require the investment of substantial human and financial resources that we believe would not provide appropriate value to our shareholders. Preparing this report would be a complex process that would likely involve training for employees, hiring of new employees, implementation of new systems and processes, and the engagement of third-party consultants. Preparation of the report would greatly expand the types of information we gather and analyze from our customers; requiring us to collect and analyze operational data for thousands of customers beyond the data that we would customarily collect in connection with a lending relationship. Additionally, we are not certainform that our ~~customers would be able~~management team considers meaningful disclosure for our company at this time is appropriate.
We agree with our shareholder that diverse teams are more successful. PNC has demonstrated its leadership and support for the real issues presented by this proposal. PNC’s commitment to ~~provide the information~~diversity is evidenced in ~~a timely fashion without a significant burden to them,~~numerous ways as ~~collection~~described in its Corporate Social Responsibility Report and Diversity and Inclusion Annual Report, both of ~~the type of data we believe would be necessary to prepare the requested report is not an industry standard associated with a potential lending transaction.~~
~~Furthermore, there is currently no standardized method to perform the requested assessment or in~~ which to make the requested disclosures. This lack of standardized methodology could result in the publication of data that is not comparable across our peer financial institutions and could potentially be misleading. If implemented now, we would need to evaluate and select a unified methodology for calculating the amount of greenhouse gas emissions, and this methodology may not apply to all of our customers or be comparable to other published data.
are available on PNC’s website. We believe that these documents already provide a thorough description of PNC’s policies and programs focused on increasing gender and racial diversity. A few of the many ways PNC demonstrates its commitment are described here. PNC’s Corporate Diversity Council, which is chaired by our ~~current practices~~CEO Bill Demchak, consists of senior executives across the organization who determine methods and strategies for attracting and developing a talented and diverse workforce, incorporating diversity objectives into all areas of the company. PNC’s lines of business each have diversity and inclusion councils to incorporate the diversity and inclusion mission into the specific line of business. PNC sponsors Employee Business Resource Groups, a grass roots effort created by PNC employees that provide opportunities for
diverse participants to network, learn, and develop both professionally and personally. PNC champions an inclusive workplace where employees are ~~generally comparable~~encouraged to voice their ideas and openly express their perspectives. During 2016 PNC revised its family leave policies to make them more generous.
We also agree with our ~~financial institution peers. In October~~shareholder that reporting a form of 2013, the Greenhouse Gas Protocol (GHG Protocol) and the United Nations Environment Programme Finance Initiative began developing guidance to help financial intermediaries assess the emissions from their lending and investments portfolios. The GHG Protocol stated in its press release of October 29, 2013 that “only six percent of financial companiesdiversity metrics is appropriate at this time. We now include diversity metrics disclosure on our website in the ~~FTSE Global 500 reported any emissions associated~~“Diversity and Inclusion” section, which can be found under the “Corporate Responsibility” tab. However, we do not agree with ~~lending and investment to CDP.” The release continued, noting that “Over~~our shareholder regarding the past 10 years, more than a dozen GHG assessment methodologies have been developed by financial institutions and advocacy groups. However, the level of reporting remains low. One reason is the lack of an internationally harmonized accounting method tailored to the needs and characteristics of financial intermediaries. Practitioners have also identified a set of technical challenges and barriers that have kept the sector from systematically accounting for and reporting on emissions from their lending and investment activities, which this guidance will also seek to address.”
The Deputy Director of GHG Protocol at the World Resources Institute (WRI) was also quoted in the WRI October 29, 2013 press release, indicating that “Financial institutions need a standardized, credible method to measure, understand and report the full breadth of their impact.” The proposal is requesting PNC to produce a report in a short time frame that various proponents of emissions disclosure resulting from a financial institution’s lending and investment portfolios themselves have admitted requires the development of a credible standard.
As we have previously explained, we perform a comprehensive risk assessment in connection with lending transactions and specifically consider the risk implications of lending to customers that operate in the extractive industries. We currently utilize supplemental diligence criteria for customers that operate in the extractive industries, including an understanding of any significant environmental impacts. These criteria apply to loans to coal-producing, minerals, or mining companies – companies that derive a designated percentage of operating income from coal, oil and gas production revenue, coal marketers, regulated electric and gas utilities (or holding companies) and non-regulated electric generation companies. We will continue to evaluate our policies and procedures from time to time.
~~The second component~~nature of the ~~requested~~disclosure. PNC prepares and files its EEO-1 report with the Equal Employment Opportunity Commission each year. While management does track and review these government defined metrics, we use a variety of other metrics determined by management to be appropriate to monitor PNC’s progress against its diversity objectives. We do not believe that public dissemination of the EEO-1 reported information, which could be manipulated or misinterpreted by those with interests adverse to PNC, is appropriate, nor would ~~involve an assessment~~it further promote the goal of gender and racial diversity in any meaningful way, or enhance PNC’s ~~exposure~~serious commitment to ~~climate change risk as a result of lending, investing~~gender and ~~financing activities.~~racial diversity. We do, however, believe that presenting the metrics that our management team considers meaningful disclosure for our company at this time is appropriate ~~methodology to address this broad request is even less clear, would impose an even greater burden on PNC with no more value~~and will demonstrate to our shareholders our commitment to gender and ~~could~~racial diversity in our workplace. We have reviewed this form of disclosure with Trillium Asset Management, who did not ~~be done at a reasonable cost. It would include even more complexity across a larger group of customers, compounding~~accept it as responsive enough to the ~~problems identified above Management seriously~~proposal.

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considers the enterprise wide risk implications of climate change among the variety of enterprise wide risks assessed in connection with operating our business. In our public disclosures, we comply with our disclosure obligations and identify the key risk factors that could have a material adverse impact on our business, financial condition, results of operations or cash flows, in addition to presenting other possible adverse consequences. We believe that this is the appropriate way to disclose to investors the important risks that we face.
We continue to believe that management is in the best position to make decisions affecting our business (including those related to our extension of credit, asset management and capital investments) and to weigh the totality of the risks associated with doing business with particular customers. We believe that it is more prudent to focus our resources on running a profitable banking business, which already includes a thoughtful evaluation of our own greenhouse gas emissions and environmental impact, as well as risk assessment criteria for lending, investing, and financing activities formulated and considered appropriate by our management team. Our Board believes that we can best address the impact of climate change by continuing to monitor our own activities, supporting key environmental initiatives, and regularly communicating our progress to shareholders.
The Board of Directors recommends a vote AGAINST the shareholder ~~proposal.~~proposal requesting additional diversity disclosure.

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GENERAL INFORMATION

PNC will hold ~~the~~its annual meeting of ~~its~~ shareholders on Tuesday, April ~~22, 2014.~~
25, 2017.
This proxy statement includes information about PNC, describes the proposals to be considered at the meeting, and explains the voting process. We encourage you to read it carefully.
This section of the proxy statement reviews important technical points, such as how to attend the meeting, how to access our proxy materials, how to vote, how a proposal gets approved and how shareholder proposals can be brought before a meeting.
Although our By-laws provide the ability to hold a virtual-only annual meeting of shareholders, PNC
currently has no intention to conduct its annual meeting of shareholders in that format.
In this section we sometimes discuss differences between “registered” and “street name” shareholders. For purposes of reviewing the proxy materials and voting shares, this distinction is important. We refer to ~~individuals~~those owning PNC shares in their own name as “registered” holders or “shareholders of record.” We refer to ~~individuals~~those who own PNC shares through an account at an intermediary—such as a brokerage firm or bank—as holding our shares in “street name” or as “beneficial owners.”

Attending the annual meeting

Our annual meeting of shareholders will be held on Tuesday, April ~~22, 2014~~25, 2017 in the James E. Rohr Auditorium in The Tower at ~~the InterContinental Hotel Tampa, 4860 West Kennedy Boulevard, Tampa, Florida 33609.~~PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222. The meeting will begin at 11:00 a.m., Eastern time. Directions to the meeting are available atwww.pnc.com/~~annualmeeting~~annualmeeting..
General requirements
You must be a shareholder on the record date of ~~record as of January 31, 2014~~February 3, 2017, or hold a valid legal proxy, to attend the annual meeting in ~~person, or hold a valid legal proxy. Guests~~person. Each shareholder may bring one guest.
All shareholders, guests of shareholders ~~will not be admitted to the meeting.~~
~~All shareholders~~and persons holding legal proxies must present a valid form of photo identification, such as a driver’s license, to be admitted to the annual meeting.
Additional requirements
~~Additionally, if you are~~In addition to presenting a ~~registered shareholder, locate~~valid form of photo identification, please follow these instructions to be admitted to the meeting:
Registered shareholder. Present one of the following: (i) proxy card admission ticket, ~~in the information you receive from us—either the proxy card attachment or the~~(ii) Notice of Availability of Proxy ~~Materials—and bring it with you to the meeting. If you received your proxy materials by email, you can print an~~Materials or (iii) admission ticket ~~when voting~~that you printed if you voted electronically.
~~If you hold PNC shares in street~~Street name ~~in addition to valid photo identification, please bring evidence~~shareholder. Present one of ~~ownership—an account~~the following: (i) brokerage statement or a letter from your bank or broker ~~that shows the~~demonstrating PNC ~~shares that you owned~~share ownership as of our record date of ~~January 31, 2014, the~~February 3, 2017, (ii) voting instruction form or copy, ~~or the~~(iii) Notice of Availability of Proxy ~~Materials.~~Materials or (iv) a written legal proxy issued by your broker or bank.
~~If you plan to attend the meeting as a proxy~~Proxy for a registered ~~shareholder, you must present~~shareholder. Present a written legal proxy to you signed by the registered ~~shareholder. If you plan to attend as a~~shareholder and one of the following: (i) proxy card admission ticket, (ii) Notice of Availability of Proxy Materials or (iii) printed admission ticket if the registered shareholder voted electronically.
Proxy for a street name ~~holder, you must present~~shareholder. Present a written legal proxy from a broker or bank ~~that is assignable and signed by~~to the street name holder, ~~with an indication by~~in assignable form, and a written legal proxy from the street name holder ~~that~~to you, ~~are~~and one of the ~~person authorized to seek admission, and~~following: (i) a brokerage statement or ~~bank statement showing~~letter from the street name holder’s bank or broker demonstrating PNC ~~shares owned~~share ownership as of our record ~~date.~~date of February 3, 2017, (ii) voting instruction form or copy or (iii) Notice of Availability of Proxy Materials.
A shareholder representative (for example, a person representing an entity that is a shareholder) must present satisfactory documentation evidencing his or her authority with respect to the shares in addition to complying with the general and additional requirements.
We will decide in our sole discretion whether the documentation presented for admission meets the above requirements.
Everyone attending the annual meeting agrees to abide by the regulations for conduct for the meeting. These regulations for conduct are included in Annex B to this proxy statement and will also be printed on the meeting agenda and distributed and reviewed at the meeting.
No cameras, ~~cell phones, smart~~mobile phones, laptops, tablets, or recording equipment are permitted in the meeting room. In addition, large bags, backpacks, briefcases, and similar items are not permitted in the meeting room.
If you cannot attend the annual meeting in person, you can listen to the meeting by using the webcast or conference call options that are described on the Notice of Annual Meeting of Shareholders on page 10. However, those using the webcast or dial-in numbers will not be able to vote or ask questions. Please visit the websitewww.pnc.com/investoreventsorwww.pnc.com/annualmeetingahead of time to register and download any necessary software and to view or print related materials.

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GENERAL INFORMATION
Reviewing proxy materials

Mailing date.We provided access to our proxy materials beginning on ~~Thursday,~~Wednesday, March ~~13, 2014.~~15, 2017. On that day, we mailed the Notice of Availability of Proxy Materials, began mailing paper copies of this proxy statement and proxy card and our 2016 Annual Report to registered shareholders, and delivered proxy materials electronically to registered shareholders who previously consented to that type of delivery. ~~Our 2013 annual report~~Please note that our 2016 Annual Report is not considered part of our proxy solicitation materials.
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Accessing proxy materials.The SEC allows us to deliver proxy materials to shareholders over the Internet. We believe that this offers a convenient way for shareholders to review our information. It also reduces printing expenses and lessens the environmental impact of paper copies.
~~Any shareholder~~Shareholders may access our proxy materials electronically. Upon request, we will continue to provide email or paper copies of proxy materials to shareholders for the current meeting or for future meetings.
If you hold PNC shares in street name, we generally cannot mail our materials to you directly. Your broker or bank must provide you with the Notice of Availability of Proxy Materials or the proxy statement and voting instruction form, and must also explain the voting process to you.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL ~~22, 2014:~~25, 2017: This Notice of Annual Meeting and Proxy Statement and the ~~2013~~2016 Annual Report are available at:
www.envisionreports.com/PNC
Have you received more than one set of proxy materials?If two or more PNC shareholders live in your household, or you maintain more than one shareholder account on the books of our transfer agent, you may have received more than one set of our proxy materials.
In order to reduce duplicate packages and lower expenses, we rely on Securities and Exchange Commission rules allowing delivery of one set of proxy materials to multiple shareholders sharing the same address and last name who consent in a manner provided by these rules. This is referred to as “householding.” Even if you consent to householding, we will always deliver a separate proxy card or Notice of Availability of Proxy Materials for each account. Householding will not affect your right to vote.
If you would like to opt out of or into householding in the future, or would like to receive a separate copy of the proxy materials, please write or call Computershare Trust Company, N.A., our stock transfer agent, at the address or phone number below:
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
~~800-982-7652~~
800-982-7652
You may also receive more than one set of our proxy materials if you have more than one brokerage account. Our householding process does not include accounts that you maintain at a brokerage firm or bank. Some brokerage firms and banks ~~now~~ offer householding—please contact your broker directly if you are interested.

Voting your shares

We want our shareholders, as the owners of PNC, to consider the important matters before them and exercise their right to vote. Our Board of Directors is asking for, or soliciting, a proxy from our shareholders. This section describes the different aspects of the voting process and how proxy voting works.
Who can vote?You ~~must be~~are entitled to vote if you were a shareholder ~~of record~~ as of ~~January 31, 2014 to vote at~~ the ~~annual meeting.~~record date of February 3, 2017.
What is a proxy?~~We understand that not everyone can~~ For shareholders unable to attend and vote at the annual meeting in ~~person. If you are a shareholder,~~person, you can tell us exactly how you want to vote and then allow an officer to vote on your behalf. That is called giving us a “proxy.” By allowing a proxy to carry out your wishes, you can ensure that your vote counts.
Soliciting your proxy.Our Board of Directors is soliciting your proxy to make sure that your vote is properly submitted and received on time, and to improve the efficiency of the annual meeting. We may ask for, or solicit, proxies using several methods.
We may solicit proxies by mail, personal interviews, telephone or fax. We may use the Internet to solicit proxies. PNC officers or employees may solicit proxies, but will not receive any special compensation for doing so.
We will ask brokerage houses, banks and other custodians of PNC stock to forward proxy materials to their clients who hold PNC stock. We will pay for their expenses to do so.

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GENERAL INFORMATION
We hired Morrow ~~& Co., LLC,~~Sodali, 470 West Ave., Stamford, CT 06902, a proxy soliciting firm, to help us with the solicitation of proxies for the ~~2014~~2017 annual meeting. We will pay Morrow $15,000, plus its out-of-pocket expenses, to provide information to our shareholders and to assist with distributing proxy materials.
Revoking your proxy.What if you change your mind after you give us your proxy to vote? You can amend your voting decisions ~~until the polls close at the annual meeting.~~in several ways. We call this “revoking” your proxy.
To revoke your current proxy and replace it with a new proxy, we must receive the newly executed proxy before the deadline. If you revoke by mail, we must receive the new proxy card before the annual meeting begins. Please make sure you have provided enough time for the replacement proxy to reach us. If you revoke by using the telephone or Internet voting options, we must receive your revocation by 1:00 a.m. Eastern time on April ~~22, 2014. If you choose to revoke by mail, please make sure you have provided enough time for the replacement proxy to reach us.~~25, 2017.
After the above deadlines have passed, you can only revoke your proxy in person. You cannot use the webcast or conference call to revoke your proxy. Once the polls close at the annual meeting, the right to revoke ends. If you have not properly revoked your proxy, we will vote your shares in accordance with your most recent valid proxy.
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If you hold PNC shares in street name, follow the instructions provided by your broker to revoke your voting instructions or otherwise change your vote.
How to vote.~~Shareholders of record~~ If your shares are registered in your name, you may ~~always~~ vote in person by submitting a ballot at the annual meeting. We will distribute ballots at the meeting. To make it convenient and simple for you, we offer a number of other ways to vote your shares. We include voting instructions in the Notice of Availability of Proxy Materials and the proxy card.
~~If you hold PNC shares in street name, you will receive information on how to give voting instructions to your brokerage firm or bank.~~ For registered holders, we offer the following methods to vote your shares and give us your proxy:

~~Internet~~
Internet Go towww.envisionreports.com/PNCand follow the instructions. This voting system has been designed to provide security for the voting process and to confirm that your vote has been recorded accurately.
Telephone Follow the instructions on the proxy card.
Mail Complete, sign and date the proxy card and return it in the envelope provided if you ~~requested or~~ were ~~sent~~mailed paper copies of the proxy materials. The envelope requires no postage if mailed in the United States.

If you hold PNC shares in street name, you will receive information on how to give voting instructions to your brokerage firm or bank. Note that if you hold PNC shares in street name and plan to vote at the annual meeting, you must present a written legal proxy from your broker or bank authorizing you to vote the shares it holds for you in its name.
PNC is incorporated in Pennsylvania. Pennsylvania law allows properly authenticated proxies to be transmitted by telephone or the Internet. Pennsylvania law also permits a shareholder of record, such as a brokerage firm or bank, to communicate a vote by telephone or Internet for a beneficial owner.
Brokers voting your shares.If you hold PNC shares in street name, you must give instructions to your broker on how you would like your shares to be voted. If you do not provide any instructions, your broker ~~can~~has discretionary authority to vote your shares on “routine” items. New York Stock Exchange (NYSE) rules define which items are “routine” or “non-routine.” We discuss below under ~~“-Votes~~Votes required for ~~approval”~~approval whether the items to be acted upon at the annual meeting are “routine” or “non-routine.”
AIf an item is non-routine and you do not provide voting instructions, no vote will be cast on your behalf. This is considered a broker “non-vote” ~~occurs when the shareholder provides no instructions and the item is non-routine.~~. In determining whether a vote was cast for a proposal, we will not count broker non-votes.
Our voting recommendations.If your shares are registered in your name and you sign, date and return your proxy card but do not give voting instructions, or if you use Internet or telephone
voting and do not provide voting instructions for each proposal, we will vote your shares as follows:

• ~~FOR~~~~each of the Board’s 15 nominees for director.~~
• ~~FOR~~~~the ratification of the selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2014.~~
• ~~FOR~~~~the advisory resolution on executive compensation.~~
• ~~AGAINST~~~~a shareholder proposal regarding a report on greenhouse gas emissions of borrowers and exposure to climate change risk.~~
FOR each of the Board’s 13 nominees for director

~~If you use Internet or telephone voting, you will need to provide voting instructions~~
FOR the ratification of the selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for ~~each proposal.~~
2017

FOR the advisory resolution on executive compensation
FOR a frequency ofONE YEAR for future advisory votes on executive compensation
AGAINST a shareholder proposal requesting additional diversity disclosure
Confidential voting.We keep votes confidential and do not disclose them to our directors, officers or employees, except:

• ~~As necessary to meet legal requirements or to pursue or defend legal actions.~~
• ~~To allow the Judge of Election to certify the voting results.~~
• ~~When expressly requested by a shareholder or benefit plan participant.~~
• ~~If there is a contested proxy solicitation.~~
As necessary to meet legal requirements or to pursue or defend legal actions.

To allow the Judge of Election to certify the voting results.
When expressly requested by a shareholder or benefit plan participant.
If there is a contested proxy solicitation.
Our Board has adopted a “confidential voting” policy. With the exceptions described above, this policy states that all proxies, ballots, voting instructions from employee benefit plan participants and voting tabulations that identify the particular vote of a shareholder or benefit plan participant be kept permanently confidential and not be disclosed.
Computershare Trust Company, N.A., our independent vote tabulator and Judge of Election for the ~~2014~~2017 annual meeting, confirmed that its procedures will be consistent with this policy.

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GENERAL INFORMATION
How a proposal gets approved

On the record date, we had ~~over 500~~approximately 490 million ~~outstandingshares~~outstanding shares of common stock, as well as additional ~~sharesof~~shares of preferred stock. Under Pennsylvania law, we ~~musthave~~must have a quorum before we can consider proposals ~~atan~~at an annual meeting. A quorum is the number of ~~sharesthat~~shares that must be present at the meeting. In ~~determiningif~~determining if a quorum exists, we count the number of ~~sharesrepresented~~shares represented by shareholders in person as well as ~~thenumber~~the number of shares represented by proxies.
To have a quorum, we need the presence of shareholdersor their proxies who are entitled to cast atleast amajorityof the votes that all shareholders are entitledto cast. If you return a proxy, whether you vote for ~~oragainst~~or against a proposal, abstain from voting or only sign ~~anddate~~and date your proxy card, your holdings will be ~~countedtoward~~counted toward the quorum.
Once a quorum is achieved, different proposals ~~mayrequire~~may require different standards of approval. Street ~~nameholders~~name holders may need to take additional precautions ~~toensure~~to ensure that their vote counts. We discuss the ~~mechanicsof~~mechanics of proposal approval below.
Issued and outstanding ~~shares.~~shares.This table shows thenumber of issued and outstanding shares of our ~~commonand~~common and preferred stock entitled to vote on ~~January 31, 2014,~~February 3, 2017, the record date. We have additional issued and outstanding series of preferred stock that are not entitled to vote at the meeting. The table also shows the number ~~ofvotes~~of votes for each share for the matters brought ~~beforethis~~before this meeting. The number of votes shown for ~~eachshare~~each share of voting preferred stock equals the number ~~offull~~of full shares of PNC common stock that can be ~~acquiredupon~~acquired upon the conversion of a share of preferred ~~stock.At~~stock. At the meeting, holders of common and ~~preferredstock~~preferred stock entitled to vote will vote together as a single class. There is ~~nocumulative~~no cumulative voting.

Class Shares
Issued and
Outstanding* Votes Per
Share Effective
Voting Power
Common 533,985,638 1 533,985,638
Preferred – Series B 699 8 5,592
Preferred – Series K 50,000 0 0
Preferred – Series O 10,000 0 0
Preferred – Series P 15,000 0 0
Preferred – Series Q 4,800 0 0
Preferred – Series R 5,000 0 0
Class    Issued and
Outstanding
Shares
Entitled to
Vote    Votes
Per
Share    Effective
Voting
Power
Common
   486,362,046    1    486,362,046
Preferred – Series B
   615    8    4,920
* There are also 45,118 issued and outstanding shares that are not entitled to vote. These shares represent shares originally issued by predecessor companies that PNC acquired that have not been exchanged for PNC shares.
Votes required for ~~approval.~~approval.Under Pennsylvania law, if you abstain from voting it will not count as a vote “cast.” To abstain, you must check the “Abstain” box on your proxy card, or select the appropriate option when voting by Internet or telephone. If you sign, date and return your proxy card but do not provide voting instructions, or if you do not provide voting instructions when voting over the Internet, we will vote your shares represented by that proxy as recommended by our Board of Directors and this vote will count as a vote cast. A
broker non-vote will also be treated as a failure to record a vote and will not count as a vote cast.
Election of directors (Item 1).Unless a company’s articles of incorporation or ~~By-laws~~by-laws provide otherwise, Pennsylvania law contemplates election of directors by a plurality of votes cast. In 2009, PNC amended its By-laws to include an eligibility requirement for director nominees in uncontested elections, whereby an incumbent director will offer to resign if he or she does not receive a majority of the votes cast. Our By-laws and corporate governance guidelines describe this majority voting requirement and the related procedure that requires an incumbent director to tender his or her resignation to the Board. To receive a majority of the votes cast means that the shares voted “for” a director’s election exceed 50% of the number of votes cast with respect to that director’s election. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.
Ratification of ~~auditors~~independent registered public accounting firm (Item 2).A majority of the votes cast will be required to approve the ratification of our Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2014.~~2017. This will be considered a routine item, and brokers have the discretion to vote uninstructed shares on behalf of ~~clients.~~beneficial owners. As a routine item, there will be no broker non-votes, although brokers may otherwise fail to submit a vote. Any failures by brokers to vote or abstentions will not be included in the total votes cast and will not affect the results.
“Say-on-pay”: advisory vote on executive compensation (Item 3).A majority of the votes cast will be required to approve this item, an advisory vote on executive compensation. Because your vote is advisory, it will not be binding on the Board or PNC. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.
~~“Shareholder proposal”~~Frequency of “say-on-pay” advisory vote on executive compensation (Item 4):.A The frequency of future advisory votes on executive compensation receiving a majority of the votes cast, if any—every one year, every two years or every three years—will be ~~required to approve~~ the ~~shareholder proposal.~~frequency that shareholders approve. Because your vote is advisory, it will not be binding on the Board or PNC. This will be considered a non-routine item. As a non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

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GENERAL INFORMATION
Shareholder proposal requesting additional diversity disclosure (Item 5). A majority of the votes cast will be required to approve the shareholder proposal. This will be considered a non-routine item. As a
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non-routine item, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.
92    THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement
SHAREHOLDER PROPOSALS FOR THE ~~2015~~2018 ANNUAL MEETING

SEC Rule 14a-8.If you are a shareholder who would like us to include your proposal in our notice of the ~~2015~~2018 annual meeting and related proxy materials, you must follow SEC Rule 14a-8. In submitting your proposal, our Corporate Secretary must receive your proposal, in writing, at our principal executive offices, no later than November ~~13, 2014.~~15, 2017. If you do not follow Rule 14a-8, we will not consider your proposal for inclusion in next year’s proxy statement.
Advance notice procedures.Under our By-laws, a shareholder who wishes to nominate an individual for election to the Board of Directors directly at an annual meeting, or to propose any business to be considered at an annual meeting, must deliver advance notice of such nomination or business to PNC. The shareholder must be a shareholder ~~of record~~ as of the date the notice is delivered and at the time of the annual meeting and must be entitled to vote at the meeting. The notice must be in writing and contain the information specified in our By-laws for a director nomination or other business.
The company’s ~~2015~~2018 annual meeting is currently scheduled to be held on April ~~28, 2015,~~24, 2018, and to be timely, the written notice must be delivered not earlier than December ~~23, 2014~~26, 2017 (the 120^th day prior to the first anniversary of this year’s annual meeting) and not later than January ~~22, 2015~~25, 2018 (the 90^th day prior to the first anniversary of this year’s annual meeting) to the Corporate Secretary at our principal executive offices by mail or facsimile.
~~The requirements described above~~These advance notice procedures are separate from the procedures you must follow to submit a director nominee for consideration by the Nominating and Governance Committee for recommendation to the Board for election as described underCorporate Governance—Board committees—Nominating and Governance Committee—How ~~We Identify New Directors~~we identify new directorsand from the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy statement pursuant to SEC Rule ~~14a-8.~~14a-8 referred to above.
Proxy access procedures.Our By-laws permit a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of the voting power entitled to vote in the election of directors for at least 3 years to nominate and include in PNC’s annual meeting proxy materials director nominees (known generally as “proxy access”) constituting up to the greater of 2
directors or 20% of the number of directors serving on the board on the last day on which notice of the nomination may be delivered. The notice must be in writing and contain the information specified in our By-laws for a proxy access nomination.
PNC’s By-laws specify that, to be timely, written notice of such nomination for the 2018 annual meeting must be delivered not earlier than October 16, 2017 (the 150^th day prior to the first anniversary of the filing date of the definitive proxy statement for the preceding year’s annual meeting) and not later than the November 15, 2017 (the 120^th day prior to the first anniversary of the filing date of the definitive proxy statement for the preceding year’s annual meeting) to the Corporate Secretary at our principal executive offices by mail or facsimile.
These proxy access procedures are separate from the procedures you must follow to submit a director nominee for consideration by the Nominating and Governance Committee for recommendation to the Board for election as described underCorporate Governance—Board committees—Nominating and Governance Committee—How we identify new directors, from the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy statement pursuant to SEC Rule 14a-8 referred to above and from the advance notice procedures referred to above.
General.The proxies we appoint for the ~~2015~~2018 annual meeting may exercise their discretionary authority to vote on any shareholder proposal timely received and presented at the meeting. Our proxy statement must advise shareholders of the proposal and how our proxies intend to vote. A shareholder may mail a separate proxy statement to our shareholders, and satisfy certain other requirements, to remove discretionary voting authority from our proxies.
The Chairperson or other officer presiding at the annual meeting has the sole authority to determine whether any nomination or other business proposed to be brought before the annual meeting was made or proposed in accordance with our By-laws, and to declare that a defective proposal or nomination be disregarded.
Please direct any questions about the requirements or notices in this section to our Corporate Secretary at the address given on page 17.

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OTHER MATTERS
Our Board of Directors does not know of any other business to be presented at the meeting. If any other business should properly come before the meeting, or if there is any meeting adjournment, proxies will be voted in accordance with the best judgment of the persons named in the proxies.

March ~~13, 2014~~15, 2017 By Order of the Board of Directors,


   Christi Davis
~~Senior Counsel and~~ Corporate Secretary

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ANNEX A ~~(RECONCILIATIONS)~~(NON-GAAP TO GAAP RECONCILIATIONS)
We provide information below to reconcile to GAAP those financial metrics used by the Personnel and Compensation Committee that are either non-GAAP financial metrics or reflect adjustments approved by the Personnel and Compensation Committee (as described in footnote (1) to the table on page ~~42)~~44). Financial metrics disclosed in the table on page 4244 that are not discussed below are GAAP metrics that were not affected by the Personnel and Compensation Committee approved adjustments in ~~2012~~2015 and 2013. Additionally, we provide reconciliations of other non-GAAP metrics appearing in the proxy statement and information regarding our estimated pro forma fully phased-in Basel III Tier 1 common capital ratio under the standardized approach and how it differs from the Basel I Tier 1 common capital ratio. For additional information regarding the differences between Basel III and Basel I Tier 1 common capital, see the Funding and Capital Sources portion of the Consolidated Balance Sheet Review section of Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013.2016.
~~Earnings per Share~~
Year ended December 31
2013 2012
Diluted earnings per common share, as adjusted $ 7.46 $ 5.99
Personnel and Compensation Committee approved adjustments, on an after-tax basis $ (0.07 ) $ (0.69 )
Diluted earnings per common share $ 7.39 $ 5.30
Return on Common Equity without Goodwill

Year ended December 31
Dollars in millions 2013 2012
Net income attributable to common shareholders, as adjusted $ 4,008 $ 3,197
Personnel and Compensation Committee approved adjustments, on an after-tax basis $ (37 ) $ (365 )
Net income attributable to common shareholders $ 3,971 $ 2,832
Average common shareholders’ equity less average goodwill $ 27,423 $ 25,061
Average goodwill $ 9,074 $ 9,005
Average common shareholders’ equity $ 36,497 $ 34,066
Return on common equity without goodwill^(a) 14.63% 12.76%
Return on common equity^(b) 10.88% 8.31%

   Year ended December 31
Dollars in millions    2016      2015
Net income attributable to common shareholders
   $ 3,688      $ 3,881
Average common shareholders’ equity
   $ 41,694      $ 40,873
Average goodwill
   9,103      9,103
Average common shareholders’ equity less average goodwill
   $ 32,591      $ 31,770
Return on common equity (a)
   8.85 %      9.50 %
Return on common equity without goodwill (b)
   11.32 %      12.22 %
(a) ~~This metric was calculated by dividing net income attributable to common shareholders, as adjusted, by average common shareholders’ equity less average goodwill.~~
~~(b)~~ This metric was calculated by dividing net income attributable to common shareholders by average common shareholders’ equity.

(b) This metric was calculated by dividing net income attributable to common shareholders by average common shareholders’ equity less average goodwill.
Tangible Book Value per Common Share
   Year ended December 31
Dollars in millions, except per share data    2016      2015
Book value per common share
   $ 85.94      $ 81.84
Tangible book value per common share

Common shareholders’ equity
   $ 41,723      $ 41,258
Goodwill and Other Intangible Assets
   (9,376 )      (9,482 )
Deferred tax liabilities on Goodwill and Other Intangible Assets
   304      310
Tangible common shareholders’ equity
   $ 32,651      $ 32,086
Period-end common shares outstanding (in millions)
   485      504
Tangible book value per common share (Non-GAAP)
   $ 67.26      $ 63.65
Return on ~~Assets~~Economic Capital vs. Cost of Capital

Year ended December 31
Dollars in millions 2013 2012
Net income, as adjusted $ 4,264 $ 3,366
Personnel and Compensation Committee approved adjustments, on an after-tax basis $ (37 ) $ (365 )
Net income $ 4,227 $ 3,001
Average assets less average goodwill N/A $ 286,020
Average goodwill N/A $ 9,005
Average assets $ 305,766 $ 295,025
Return on average assets, as adjusted^(a) 1.39% 1.18%
Return on average assets 1.38% 1.02%
   Year ended December 31
Dollars in millions    2016      2015
Net income
   $ 3,985      $ 4,143
Personnel and Compensation Committee approved adjustments, on an after-tax basis
   (21 )      (110 )
Net income, as adjusted
   $ 3,964      $ 4,033
Average economic capital
   $ 30,328      $ 31,456
Plan-specified cost of capital hurdle
   7.43 %      7.76 %
Return on economic capital less cost of capital hurdle (a)
   5.71 %      5.41 %
Return on economic capital less cost of capital hurdle, as adjusted (b)
   5.64 %      5.06 %

(a) ~~For 2012, this~~This metric was calculated by dividing net income by economic capital, expressing the quotient as a percentage, and then subtracting the committee-specified cost of capital hurdle.
(b) This metric was calculated by dividing net income, as adjusted, by ~~average assets less average goodwill. For 2013, this metric was calculated by dividing net income,~~economic capital, expressing the quotient as ~~adjusted, by average assets.~~a percentage, and then subtracting the committee-specified cost of capital hurdle.

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~~Efficiency Ratio~~
Fee Income

Year ended December 31
Dollars in millions 2013 2012
Noninterest expense, as adjusted $ 9,744 $ 10,020
Personnel and Compensation Committee approved adjustments, on a before-tax basis $ 57 $ 562
Noninterest expense $ 9,801 $ 10,582
Total revenue $ 16,012 $ 15,512
Efficiency ratio, as adjusted 61% 65%
Efficiency ratio 61% 68%
   Year ended December 31
Dollars in millions    2016    2015    % Change
Noninterest income

Asset management
   $1,521    $ 1,567
Consumer services
   1,388    1,335
Corporate services
   1,504    1,491
Residential mortgage
   567    566
Service charges on deposits
   667    651
Total fee income
   5,647    5,610    1%
Other
   1,124    1,337
Total noninterest income
   $6,771    $ 6,947    -3%

~~Tangible Book Value per Common Share~~
Year ended December 31
Dollars in millions, except per share data 2013 2012 2011 2010
Tangible common shareholders’ equity $ 29,146 $ 25,969 $ 23,821 $ 21,005
Goodwill and other intangible assets^(a) $ 9,654 $ 9,798 $ 9,027 $ 9,052
Deferred tax liabilities on goodwill and other intangible assets^(a) $ (333 ) $ (354 ) $ (431 ) $ (461 )
Common shareholders’ equity $ 38,467 $ 35,413 $ 32,417 $ 29,596
Period-end common shares outstanding (in millions) 533 528 527 526
Tangible book value per common share $ 54.68 $ 49.18 $ 45.20 $ 39.93
Book value per common share $ 72.21 $ 67.05 $ 61.52 $ 56.29
~~(a)~~ ~~Excludes the impact from mortgage servicing rights of $1.6 billion, $1.1 billion, $1.1 billion and $1.7 billion at December 31, 2013, 2012, 2011 and 2010, respectively.~~
~~ROEC vs. Cost of Capital~~
Year ended December 31
Dollars in millions 2013 2012
Net income, as adjusted $ 4,155 $ 3,193
Personnel and Compensation Committee approved adjustments, on an after-tax basis $ 72 $ (192 )
Net income $ 4,227 $ 3,001
Average economic capital $ 18,790 $ 21,301
Plan-specified cost of capital hurdle 8.4% 11.3%
Return on economic capital less cost of capital hurdle, as adjusted 13.76% 3.69%
Return on economic capital less cost of capital hurdle 14.15% 2.79%
~~Basel Capital Ratios~~
Year ended December 31
Dollars in millions 2013
Basel I Tier 1 common capital $ 28,484
Less regulatory capital adjustments:
Basel III quantitative limits $ (1,386 )
Accumulated other comprehensive income^(a) $ 196
All other adjustments $ 162
Estimated Fully Phased-In Basel III Tier 1 common capital $ 27,456
Basel I risk-weighted assets $ 272,169
Estimated Basel III standardized approach risk-weighted assets $ 291,977
Basel I Tier 1 common capital ratio 10.5%
Pro forma Fully Phased-In Basel III standardized approach Tier 1 common capital ratio 9.4%
~~(a)~~ ~~Represents net adjustments related to accumulated other comprehensive income for available for sale securities and pension and other postretirement benefit plans.~~
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ANNEX B (REGULATIONS FOR ~~CONDUCT)~~CONDUCT AT ANNUAL MEETING)
In the interest of a fair and orderly meeting, and to accommodate as many shareholders as possible who may wish to speak, we have established the following rules:

1. Calling the Meeting to Order
Our CEO will preside as the Chairman of the meeting. The Chairman will call the meeting to order promptly at 1111:00 a.m. The Chairman will conduct the meeting in accordance with the Agenda and these Regulations for Conduct. The Chairman retains sole authority to make any and all determinations with respect to the conduct of the meeting.

2. How to Vote
~~During the meeting, if you~~If your shares are ~~a shareholder of record~~registered in your name, you may vote ~~by ballot or~~in person by submitting a ballot at the meeting. If you hold PNC shares in street name, you may present a written legal proxy from your ~~proxy~~broker or bank authorizing you to ~~vote.~~vote the shares it holds for you in its name. The Chairman will announce the opening and closing of the polls. No proxies or ballots will be accepted after the polls have closed. PNC representatives will be on hand to distribute ballots or to accept proxies. If you have already submitted your proxy, your shares will be voted in accordance with the instructions you provided. Unless you want to change your vote, or have not submitted a proxy, you do not need a ballot.

3. Questions and Comments
You will have an opportunity to ask questions or make comments about each Agenda item as it is addressed. Your questions or comments must pertain to the Agenda item. We have scheduled a general question and answer session at the conclusion of the meeting to discuss matters not on the Agenda, but appropriate for discussion.

4. Procedures for Speaking
Only shareholders or their proxies may be heard during the meeting. To ask a question or make a comment, please ~~proceed to a microphone~~raise your hand and wait to be recognized by the Chairman. All questions or comments must be addressed to the ~~Chairman. After the~~ Chairman, ~~recognizes you, please~~once a microphone has been passed to you. Please give your name and state whether you are a shareholder or a proxy for a shareholder. Speaking out of turn or interfering when another speaker has the floor is prohibited. After a shareholder has spoken, the Chairman may respond personally or designate another person to respond.

5. Speaker Rotation and Time Limits
The Chairman may limit questions to one at a time. Shareholders who wish to speak will be recognized on a rotating basis. Please keep your comments brief in order to give other shareholders the opportunity to speak. You may speak for up to two minutes on a particular matter and no one person may speak for more than six minutes.

6. Other Limitations
The Chairman may refuse to permit a nomination or proposal to be made by a shareholder who has not complied with applicable laws or rules, or the procedures set forth in PNC’s ~~by-laws.~~By-laws. The Chairman may end discussion if it appears that the matter has been adequately addressed, or is not appropriate, or for other reasons. Personal matters are not appropriate for discussion. Representatives of PNC will be available following the meeting to address individual shareholder concerns. Rudeness, personal attacks, comments in bad taste, and the injection of irrelevant controversy are not permitted at any time.

7. Mobile Devices, Recording Devices, and Briefcases
No cameras, ~~cell phones, smart~~mobile phones, laptops, tablets, or recording equipment are permitted in the meeting room. In addition, large bags, backpacks, briefcases, and similar items are not permitted in the meeting room. A staffed coat check for personal belongings is available.

8. ~~Safety/~~Safety and Security

Disturbing this meeting is a misdemeanor punishable by imprisonment and fines. ~~Fla.~~18 Pa. Cons. Stat. ~~§ 871.01.~~§§ 1101, 1104, 5508. Violators will be prosecuted.
A sergeant at arms and/or local law enforcement will be present to enforce compliance with these Regulations for Conduct and all applicable laws at the direction of the Chairman, including removal of noncompliant attendees, as necessary.
• ~~Weapons are not permitted in the meeting room and may not be checked in the staffed coat room.~~
• ~~Bags, briefcases or other carried items may be searched.~~
Weapons are not permitted in the meeting room and may not be checked in the staffed coat room.
Bags, briefcases or other carried items may be searched.
In the event of an emergency, exit the doors at the ~~sides~~front of the room.
Failure to comply with these Regulations for Conduct or otherwise impeding a fair and orderly
meeting may be grounds for removal from the meeting.
The Annual Meeting of Shareholders is audio-recorded.

THE PNC FINANCIAL SERVICES GROUP, INC. -~~2014~~2017 Proxy Statement    95
~~Back to Contents~~
97
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~~Back to Contents~~
Corporate Headquarters
The PNC Financial Services Group, Inc.
~~One~~ The Tower at PNC Plaza ~~249~~300 Fifth Avenue
Pittsburgh, PA ~~15222-2707~~
~~412-762-2000~~15222-2401
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on April 25, 2017.
Vote by Internet
•  Go towww.envisionreports.com/PNC
•  Or scan the QR code with your smartphone
•  Follow the steps outlined on the secure website
Vote by telephone
•  Call toll free 1-800-652-VOTE (8683) within the USA, US
territories & Canada on a touch tone telephone
Using ablack inkpen, mark your votes with anXas shown in    ☒
this example. Please do not write outside the designated areas.
•  Follow the instructions provided by the recorded message
q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

A Proposals — The Board recommends a voteFOR all nominees in Item 1,FOR Items 2 and 3,1 YEAR on Item 4, andAGAINST Item 5.
~~Back~~
1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain +
01 - Charles E. Bunch ☐    ☐ ☐ 02 - Marjorie Rodgers Cheshire ☐    ☐ ☐ 03 - William S. Demchak ☐    ☐ ☐
04 - Andrew T. Feldstein ☐    ☐ ☐ 05 - Daniel R. Hesse ☐    ☐ ☐ 06 - Kay Coles James ☐    ☐ ☐
07 - Richard B. Kelson ☐    ☐ ☐ 08 - Jane G. Pepper ☐    ☐ ☐ 09 - Donald J. Shepard ☐    ☐ ☐
10 - Lorene K. Steffes ☐    ☐ ☐ 11 - Dennis F. Strigl ☐    ☐ ☐ 12 - Michael J. Ward ☐    ☐ ☐
13 - Gregory D. Wasson ☐    ☐ ☐
For Against Abstain 1 Year 2 Years 3 Years Abstain
2. Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2017. ☐    ☐ ☐ 4. Recommendation for the frequency of future advisory votes on executive compensation. ☐ ☐    ☐ ☐
For Against Abstain
3. Advisory vote to approve named executive officer compensation. ☐    ☐ ☐ 5. A shareholder proposal requesting a diversity report with specific additional disclosure, including EEOC-defined metrics. ☐    ☐ ☐
B Authorized Signatures — This section must be completed for your vote to ~~Contents~~be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
        /        /
IF VOTING BY MAIL, PLEASE COMPLETE SECTIONS A AND B ON THIS CARD.

Notice of Annual Meeting of Shareholders
THE PNC FINANCIAL SERVICES GROUP, INC.
2017 Annual Meeting of Shareholders
For the purpose of considering and acting upon the election of 13 directors to serve until the next annual meeting and until their successors are elected and qualified, the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2017, the advisory vote to approve named executive officer compensation, the recommendation for the frequency of future advisory votes on executive compensation, a shareholder proposal requesting a diversity report with specific additional disclosure, including EEOC-defined metrics and such other business as may properly come before the meeting and any adjournment.
If you sign and date this proxy card in Section B but do not give voting instructions in Section A, this proxy will be voted in accordance with the recommendations of the Board of Directors.
Tuesday, April 25, 2017 - 11:00 a.m. Eastern Time
The Tower at PNC Plaza - James E. Rohr Auditorium
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Upon arrival, please present this admission ticket and valid photo identification at the registration desk.
q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q
Proxy — The PNC Financial Services Group, Inc.
+
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Shareholders on April 25, 2017.
William S. Demchak, Robert Q. Reilly and Christi Davis, and each of them with full power to act alone and with full power of substitution, are hereby authorized to represent the undersigned at The PNC Financial Services Group, Inc. Annual Meeting of Shareholders to be held on April 25, 2017, and at any adjournment, and to vote, as indicated on the reverse side, the shares of common stock and/or preferred stock that the undersigned would be entitled to vote if personally present at said meeting. The above-named individuals are further authorized to vote such stock upon any other business as may properly come before the meeting, and any adjournment, in accordance with their best judgment.
If you are a participant in The PNC Financial Services Group, Inc. Incentive Savings Plan (the ISP or 401(k) plan) with units in the PNC Stock Fund, this proxy also serves as voting instructions to the Trustee of the plan for voting at the Annual Meeting of Shareholders to be held on April 25, 2017, and at any adjournment. You have the right to provide the Trustee with voting instructions for the equivalent shares you hold in your PNC Stock Fund account. Your vote must be received by 11:59 p.m., Eastern Time, on April 20, 2017 to insure that the Trustee has adequate time to tabulate voting instructions.
The Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa. Cons. Stat. § 1759(b), provides that shareholders voting by means of the telephone or the Internet, as instructed, will be treated as transmitting a properly authenticated proxy for voting purposes. Pennsylvania law permits the use of telephone or Internet voting both when a shareholder of record is voting and when a beneficial owner is communicating its vote to a shareholder of record, such as a securities depositary or brokerage firm.
Please sign and return promptly.
C Non-Voting Items
Change of Address— Please print new address below.
Will attend Meeting    ☐
IF VOTING BY MAIL, PLEASE COMPLETE SECTIONS A AND B ON THIS CARD.
~~Back~~
∎ +
Using ablack inkpen, mark your votes with anXas shown in    ☒
this example. Please do not write outside the designated areas.
q  PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q
A Proposals — The Board recommends a voteFOR all nominees in Item 1,FOR Items 2 and 3,1 YEAR on Item 4, andAGAINST Item 5.
1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain +
01 - Charles E. Bunch ☐    ☐ ☐ 02 - Marjorie Rodgers Cheshire ☐    ☐ ☐ 03 - William S. Demchak ☐    ☐ ☐
04 - Andrew T. Feldstein ☐    ☐ ☐ 05 - Daniel R. Hesse ☐    ☐ ☐ 06 - Kay Coles James ☐    ☐ ☐
07 - Richard B. Kelson ☐    ☐ ☐ 08 - Jane G. Pepper ☐    ☐ ☐ 09 - Donald J. Shepard ☐    ☐ ☐
10 - Lorene K. Steffes ☐    ☐ ☐ 11 - Dennis F. Strigl ☐    ☐ ☐ 12 - Michael J. Ward ☐    ☐ ☐
13 - Gregory D. Wasson ☐    ☐ ☐
For Against Abstain 1 Year 2 Years 3 Years Abstain
2. Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2017. ☐    ☐ ☐ 4. Recommendation for the frequency of future advisory votes on executive compensation. ☐ ☐    ☐ ☐
For Against Abstain
3. Advisory vote to approve named executive officer compensation. ☐    ☐ ☐ 5. A shareholder proposal requesting a diversity report with specific additional disclosure, including EEOC-defined metrics. ☐    ☐ ☐
B Authorized Signatures — This section must be completed for your vote to ~~Contents~~be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
        /        /

~~Back to Contents~~

~~Back to Contents~~

q  PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   q
Proxy — The PNC Financial Services Group, Inc.
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Shareholders on April 25, 2017.
William S. Demchak, Robert Q. Reilly and Christi Davis, and each of them with full power to act alone and with full power of substitution, are hereby authorized to represent the undersigned at The PNC Financial Services Group, Inc. Annual Meeting of Shareholders to be held on April 25, 2017, and at any adjournment, and to vote, as indicated on the reverse side, the shares of common stock and/or preferred stock that the undersigned would be entitled to vote if personally present at said meeting. The above-named individuals are further authorized to vote such stock upon any other business as may properly come before the meeting, and any adjournment, in accordance with their best judgment.
The Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa. Cons. Stat. § 1759(b), provides that shareholders voting by means of the telephone or the Internet, as instructed, will be treated as transmitting a properly authenticated proxy for voting purposes. Pennsylvania law permits the use of telephone or Internet voting both when a shareholder of record is voting and when a beneficial owner is communicating its vote to a shareholder of record, such as a securities depositary or brokerage firm.
Please sign and return promptly.



Check the appropriate box:

☐		Preliminary Proxy Statement

☐		CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE ~~14A-6(e)~~14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material ~~Pursuant to §.240.14a-12~~under §240.14a-12



Payment of Filing Fee (Check the appropriate box):

☑		No fee required.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐		Fee paid previously with preliminary materials.

☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
~~(1)~~
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~~(3)~~	~~Filing Party:~~
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~~Web~~

	~~Telephone~~	~~Mail~~

www.envisionreports.com/PNC	Follow the instructions on the proxy card.	Complete, sign and date the proxy card and return it in the envelope provided.

	~~11:00 a.m. on Tuesday, April 22, 2014~~
Directions to attend the annual meeting ~~are~~		~~InterContinental Hotel Tampa~~Tuesday, April 25, 2017 at 11:00 a.m.
are available at		The Tower at PNC Plaza – James E. Rohr Auditorium
www.pnc.com/annualmeeting		~~4860 West Kennedy Boulevard~~300 Fifth Avenue
		~~Tampa, Florida 33609~~Pittsburgh, Pennsylvania 15222

	–	*~~Capture more investable assets.~~* ~~We increased new primary client acquisitions, referral revenues and brokerage fees.~~

		We delivered consistent results in a challenging operating environment, with net income of approximately $4.0 billion and diluted earnings per common share of $7.30.
	–
	*~~Redefine~~*	We grew net interest income despite the low interest rate environment, and we increased our fee income. We grew deposits and loans and managed our loan portfolio within our desired risk appetite. We maintained strong capital and liquidity positions.

		We delivered value for our shareholders. Our one-year total shareholder return (TSR) was 25.8% and our three-year TSR was 17.3%, which was the highest in our peer group.

		We met our continuous improvement goal of $400 million in expense savings and continued to keep our noninterest expenses stable.

		We continued to execute against our strategic priorities of building a leading banking franchise in our underpenetrated markets, capturing more investable assets, reinventing the retail banking ~~business.~~ ~~We closed or consolidated 186 branches for the year, phased out traditional free checking, added customers~~experience, and ~~grew net demand deposit account (DDA) households.~~bolstering critical infrastructure and streamlining core processes.


	–	*~~Build a stronger mortgage banking business.~~* We ~~continued~~returned more than $3 billion in capital to ~~show good volume trends, even though demand softened,~~our shareholders through share repurchases and ~~we expanded seamless delivery across our network, while improving~~common stock dividends, including raising the ~~average application-to-close time.~~

	–	*~~Manage expenses.~~* ~~We exceeded our $700 million continuous improvement goal established at the beginning of the year, improved our efficiency ratio, and decreased our expenses over last year.~~quarterly common stock dividend.


☑ Filed by the Registrant		☐ Filed by a Party other than the Registrant

•	~~Each year, our Board’s Audit Committee selects PNC’s independent registered public accounting firm. For 2014, the Audit Committee selected PricewaterhouseCoopers LLP (PwC) to fulfill this role.~~
•	~~Our Board recommends that you vote~~ ~~FOR~~ ~~the ratification of the Audit Committee’s selection of PwC as our independent registered public accounting firm for 2014.~~

•	We ask shareholders to cast a non-binding advisory vote on our executive compensation program – known generally as the “say-on-pay” vote. We have offered a say-on-pay vote since 2009, and our shareholders confirmed their preference for annual votes in 2011. Last year, 84% of the votes cast by our shareholders supported our executive compensation program, and PNC has averaged 94% support for say-on-pay over the past five years.
•	We recommend that you read the Compensation Discussion and Analysis (CD&A) (beginning on page 35), which explains how and why our Board’s Personnel and Compensation Committee made executive compensation decisions for 2013.
•	~~Our Board recommends that you vote~~ ~~FOR~~ ~~the non-binding advisory vote on executive compensation (say-on-pay).~~

•	You will also be asked to consider a shareholder proposal described in this proxy statement. The proposal asks PNC to report to shareholders on our assessment of greenhouse gas emissions resulting from our lending portfolio and our exposure to climate change risk in lending, investing and financing activities.
•	~~Our Board recommends that you vote~~ ~~AGAINST~~ ~~the shareholder proposal.~~

	–	~~Record net income of $4.2 billion represents an increase of 41% over last year.~~

	–	~~Our annual total shareholder return (TSR) was 36.5%.~~

	–	We strengthened our capital throughout the year – at December 31, 2013, our Basel I Tier 1 common capital ratio was 10.5% and our pro forma fully phased-in Basel III Tier 1 common capital ratio under the standardized approach was an estimated 9.4% (see Annex A for additional information). As a result of increased earnings and our improving capital strength, our Board increased the common stock dividend by 10% in April 2013.

•		You can find out more about our governance policies and principles atwww.pnc.com/~~corporategovernance.~~corporategovernance.

•	~~Our entire Board is re-elected every year; we have no staggered elections~~

•	~~Our Board is subject to a majority voting requirement; any director not receiving a majority of votes in an uncontested election must tender his or her resignation to the Board.~~

•	Our Board has a substantial majority of independent directors (currently 15 out of 17, or 88%), with our only non-independent directors being (1) an executive officer and (2) a former executive officer of PNC. A substantial majority of our nominees to the Board (14 out of 15, or 93%) are independent.

•	~~Our Board has had a Presiding Director, an independent lead director with specific duties and responsibilities, since 2004.~~

•	~~Our Presiding Director approves Board meeting schedules and agendas.~~

•	~~Our Board meets regularly in executive session, with no members of management present.~~

•	In 2013, our Board met 12 times and each of our directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served. The average attendance of all directors at Board and committee meetings was 99%. All current directors then serving attended our 2013

	–	~~Audit Committee~~

	–	Personnel and Compensation Committee (Compensation)


Name	Age	Director since	Independent	Primary Standing Committee Memberships	Age	Director since	Independent	Primary Standing Committee Memberships
Richard O. Berndt	71	2007		Audit; Risk
Charles E. Bunch	64	2007		Compensation; Governance	67	2007	☑	Compensation; Governance
Paul W. Chellgren	71	1995		Audit (Chair); Compensation
Marjorie Rodgers Cheshire					48	2014	☑	Audit; Risk
William S. Demchak	51	2013		Risk	54	2013	☐	Risk
Andrew T. Feldstein	49	2013		Compensation; Risk	52	2013	☑	Compensation; Risk (Chair)
Daniel R. Hesse					63	2016	☑	Risk
Kay Coles James	64	2006		Risk	67	2006	☑	Governance; Risk
Richard B. Kelson	67	2002		Audit; Compensation	70	2002	☑	Audit (Chair); Compensation
Anthony A. Massaro	69	2002		Governance; Risk
Jane G. Pepper	68	1997		Risk	71	1997	☑	Risk
Donald J. Shepard	67	2007		Audit; Risk (Chair)	70	2007	☑	Audit; Governance (Chair); Risk
Lorene K. Steffes	68	2000		Risk	71	2000	☑	Risk
Dennis F. Strigl	67	2001		Compensation (Chair); Governance	70	2001	☑	Compensation (Chair); Governance
Thomas J. Usher*	71	1992		Compensation; Governance (Chair)
George H. Walls, Jr.	71	2006		Audit; Risk
Helge H. Wehmeier	71	1992		Governance
Michael J. Ward					66	2016	☑	Compensation; Governance
Gregory D. Wasson					58	2015	☑	Audit



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS		10


ELECTION OF DIRECTORS (ITEM 1)		11

~~CORPORATE GOVERNANCE~~	17
CORPORATE GOVERNANCE		17

Corporate governance guidelines		17
~~Annual meeting format~~	17
Our Board leadership structure	18	17
Communicating with our Board	19	18
Our ~~code~~Code of ~~ethics~~Business Conduct and Ethics		19
Orientation and education	20	19
Board committees	20	19
Board meetings in ~~2013~~2016	28
	28

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS		2829

Director independence	28	29
Transactions with directors	30	31
~~Related person transactions~~Code of Business Conduct and Ethics		32
Regulation O policies and procedures	30	32
Family relationships	32	33
Indemnification and advancement of costs	32
~~Section 16(a) beneficial ownership reporting compliance~~	32
33
~~DIRECTOR COMPENSATION~~	33
RELATED PERSON TRANSACTIONS		34

Related person transactions policy		34
Certain related person transactions		34

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		35

DIRECTOR COMPENSATION		35

Director compensation in ~~2013~~2016	34
	36

COMPENSATION DISCUSSION AND ANALYSIS		3538
~~Introduction~~	35
~~Significant~~2016 PNC performance		38
Compensation philosophy		38
Stakeholder engagement and impact of 2016 say-on-pay vote		39
Compensation program summary		40
2016 compensation decisions	36	44
~~PNC performance during 2013~~	36
~~Compensation philosophy and principles~~	38
~~Compensation program—summary~~	39
~~Compensation program—decisions~~	42
Compensation policies and practices	47
	48

COMPENSATION COMMITTEE REPORT	52
	53

COMPENSATION AND RISK		5354

Risk management at PNC	53	54
~~Compensation and risk~~	53
Risk review of compensation plans	54

~~COMPENSATION TABLES~~55	55
~~Summary compensation table~~	55
~~Grants of plan-based awards in 2013~~	57

Summary compensation table		56
Grants of plan-based awards in 2016		58
Outstanding equity awards at ~~2013~~2016 fiscal year-end	59	60
Option exercises and stock vested in fiscal ~~2013~~2016		64
Pension benefits at ~~2013~~2016 fiscal year-end		65
Non-qualified deferred compensation in fiscal ~~2013~~2016	67
	67

CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT		71

Benefits upon termination of employment		71
Change in control agreements		71
Equity-based grants		72
Existing plans and arrangements		74
Estimated benefits upon termination	74
	74

SECURITY OWNERSHIP OF ~~DIRECTORS~~MANAGEMENT AND ~~EXECUTIVE OFFICERS~~CERTAIN BENEFICIAL OWNERS		78

Security ownership of directors and executive officers		78
Security ownership of certain beneficial owners	79
	79

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2)		80

Audit, audit-related and permitted non-audit fees		80
Procedures for pre-approving audit, audit-related and permitted non-audit services	81
	81

REPORT OF THE AUDIT COMMITTEE		82


“SAY-ON-PAY”: ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 3)		83

What is the purpose of this item?		83
What does it mean to have a “say-on-pay” advisory vote?		83
Where can I find more information on executive compensation?	83	84
What are some of the performance and compensation program highlights for ~~2013?~~2016?	84
	84

FREQUENCY OF “SAY-ON-PAY” VOTE (ITEM 4)		85

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL DIVERSITY DISCLOSURE (ITEM 4)5)		8586
Supporting statement	85	86
Statement by the ~~board~~Board of ~~directors~~Directors in opposition to the proposal	86
	87
~~GENERAL INFORMATION~~	88
GENERAL INFORMATION		88

Attending the annual meeting		88
Reviewing proxy materials	88	89
Voting your shares		89
How a proposal gets approved	91
	91

SHAREHOLDER PROPOSALS FOR THE ~~2015~~2018 ANNUAL MEETING	92
	93
~~OTHER MATTERS~~	92
OTHER MATTERS		94

ANNEX A ~~(RECONCILIATIONS)~~(NON-GAAP TO GAAP RECONCILIATIONS)	93
	95

ANNEX B (REGULATIONS FOR ~~CONDUCT)~~CONDUCT AT ANNUAL MEETING)		9597

	~~Tuesday, April 22, 2014~~
	*~~11:00 a.m. (Eastern time)~~*
	~~InterContinental Hotel Tampa, 4860 West Kennedy Boulevard, Tampa, Florida 33609~~

	~~WEBCAST~~
	~~A webcast of our annual meeting will be available at www.pnc.com/annualmeeting. An archiveof the webcast will be available on our website for thirty days.~~

	~~CONFERENCE CALL~~
	You may access the conference call of the annual meeting by calling 877-402-9103 or 303-223-2690(international). A telephone replay will be available for one week by calling 800-633-8284 or402-977-9140 (international), conference ID 21708912.

	~~ITEMS OF BUSINESS~~
	1.	Electing as directors the 1513 nominees named in the proxy statement that follows, to ~~serveuntil~~serve until the next annual meeting and until their successors are elected and qualified;

	5.6.	Such other business as may properly come before the meeting.

	~~RECORD DATE~~
	~~Shareholders of record at the close of business on January 31, 2014 are entitled to receive noticeof and to vote at the meeting and any adjournment.~~

	~~MATERIALS TO REVIEW~~
	We began providing access to this proxy statement and a form of proxy card on March 13, 2014.We have made our proxy materials available electronically. Certain shareholders will receive anotice explaining how to access our proxy materials and vote. Other shareholders will receive apaper copy of this proxy statement and a proxy card.

	~~PROXY VOTING~~
	Even if you plan to attend the annual meeting in person, we encourage you to cast your vote overthe Internet, or by telephone or mail if you have a proxy card. This Notice of Annual Meeting andProxy Statement and our 2013 Annual Report are available at www.envisionreports.com/PNC.

	~~ADMISSION~~
	To be admitted to our annual meeting you must present proof of your stock ownership as of therecord date and valid photo identification. Please follow the admission procedures describedbeginning on page 88 of this proxy statement. Guests of shareholders will not be admitted tothe meeting.

	March ~~13, 2014~~	15, 2017 By Order of the Board of Directors,

		~~Christi Davis~~
		~~Senior Counsel and Corporate Secretary~~

•	~~their names and ages~~
•	~~the years they first became directors of PNC~~
•	~~their principal occupations and public company directorships over the past five years~~
•	a brief discussion of the specific experience, qualifications, attributes or skills that led to our Board’s conclusion that the person should serve as a director, in light of our business and structure

•	~~our Board’s leadership structure~~
•	~~how our Board operates~~
•	~~relationships between PNC and our directors~~
•	~~how we evaluate director independence~~
•	~~how we pay our directors~~
•	~~our director stock ownership requirement~~

•	~~Corporate Governance (page 17)~~
•	~~Primary Board Committees (page 20)~~
•	~~Director and Executive Officer Relationships (page 28)~~
•	~~Director Compensation (page 33)~~
•	~~Security Ownership of Directors and Executive Officers (page 78)~~

•	~~Corporate governance guidelines~~

•	~~By-laws~~

•	~~Code of ethics~~

•	~~Board committee charters~~

•	~~The qualifications that we want to see in a director~~

•	~~What we expect the lead independent director to do~~

•	~~How the Board committees serve to support the Board’s duties~~

•	~~A description of ordinary course relationships that will not impair a director’s independence~~

•	~~The importance of meeting in executive session without management~~

•	~~The importance of having access to management~~

•	~~The mandatory director retirement age (72)~~

•	~~How the Board evaluates our CEO’s performance~~

•	~~How the Board considers management succession planning~~

•	~~Our views on directors holding outside board positions~~

•	~~How the Board continually evaluates its own performance~~

•	~~Our approach to director education~~

~~2013 ANNUAL MEETING VOTING RESULTS~~
~~Eligible Votes (millions)~~		~~528~~
~~Total Voted (millions)~~	~~454.4 (86.0%)~~
~~Broker Non-Votes (millions)~~		~~42.9 (8.1%)~~

~~Proposal~~	~~Votes “For”~~
~~Director Elections - Average~~		~~98.0%~~
~~Richard O. Berndt~~		~~99.1%~~
~~Charles E. Bunch~~		~~97.0%~~
~~Paul W. Chellgren~~		~~97.1%~~
~~William S. Demchak~~		~~98.7%~~
~~Kay Coles James~~		~~99.4%~~
~~Richard B. Kelson~~		~~97.3%~~
~~Bruce C. Lindsay~~		~~98.5%~~
~~Anthony A. Massaro~~		~~98.6%~~
~~Jane G. Pepper~~		~~98.6%~~
~~James E. Rohr~~		~~94.9%~~
~~Donald J. Shepard~~		~~99.1%~~
~~Lorene K. Steffes~~		~~98.2%~~
~~Dennis F. Strigl~~		~~97.3%~~
~~Thomas J. Usher~~		~~97.2%~~
~~George H. Walls, Jr.~~		~~99.0%~~
~~Helge H. Wehmeier~~		~~98.1%~~
~~Ratification of Auditors~~		~~99.7%~~
~~Say-on-Pay~~		~~84.0%~~
~~Shareholder Proposal~~		~~22.8%~~

•	~~A substantial majority of independent directors~~

•	~~A lead independent director with specific duties~~

•	~~Regular executive sessions of all independent directors without management present~~

•	~~Preside at meetings of the Board of Directors in the event of the Chairman’s unavailability.~~

•	~~Convene and preside at executive sessions of the Board’s independent directors whenever he or she deems it appropriate to do so.~~

•	~~Preside at executive sessions of the Board’s non-management and independent directors.~~

•	Confer with the Chairman or CEO immediately following the executive sessions of the Board’s non-management or independent directors to convey the substance of the discussions held during those sessions, subject to any limitations specified by the independent directors.

•	~~Act as the principal liaison between the Chairman and the CEO and the Board’s independent directors.~~

•	~~Be available for confidential discussions with any non-management or independent director who may have concerns which he or she believes have not been properly considered by the Board as a whole.~~

•	~~Following consultation with the Chairman, CEO and other directors as appropriate, approve the Board’s meeting schedule and agendas, and the~~ information provided to the Board, in order to promote the effectiveness of the Board’s operation and decision making and help ensure that there is sufficient time for discussion of all agenda items.

•	~~Be available for consultation and direct communication with major shareholders as appropriate.~~

•	~~Discharge such other responsibilities as the Board’s independent directors may assign from time to time.~~

•	~~Our commitment to ethics and values~~

•	~~Fair dealing with customers, suppliers, competitors, and employees~~

•	~~Conflicts and potential conflicts of interest~~

•	~~Self-dealing and outside employment~~

•	~~Insider trading and other trading restrictions, including prohibitions on transactions in any derivative of PNC securities, including buying and writing options~~

•	~~Transactions with PNC~~

•	~~Gifts and entertainment~~

•	~~Creating business records, document retention, and protecting confidential information~~

•	~~Protection and proper use of our assets, including intellectual property and electronic media~~

•	~~Communicating with the public~~

•	~~Political contributions and fundraising~~

•	~~Compliance with laws and regulations~~

•	~~Protection from retaliation~~

		Chair		Other members:
		Richard B. Kelson		Marjorie Rodgers Cheshire
		~~Paul W. Chellgren~~		~~Richard O. Berndt~~
				~~Richard B. Kelson~~
				~~Bruce C. Lindsay~~
				Donald J. Shepard
				~~George H. Walls, Jr.~~Gregory D. Wasson

	•
•	The responsibility for selecting and overseeing our independent auditors

	•
��	The establishment of procedures for handling complaints regarding our accounting practices

	•
•	The determination of appropriate funding for payment of the independent auditors and any outside advisors engaged by the committee and for the payment of the committee’s ordinary administrative ~~expenses.~~expenses


~~The Audit Committee’s primary purposes are to assist the Board by:~~
•
•	Monitoring the integrity of our consolidated financial statements

COMPENSATION PRINCIPLES

Pay for performance

2.Provide appropriate compensation for demonstrated performance across the enterprise

Create value
Align executive compensation with long-term shareholder value creation

Engage talent
Provide competitive compensation opportunities to attract, retain, and motivate executives

Discourage excessive
risk-taking
Encourage ~~the~~ focus on the long-term success of PNC and discourage excessive risk-taking