Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-09718

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

			Pennsylvania						25-1435979
			(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

The Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2401

(Address of principal executive offices, including zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $5.00			PNC			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

$1.80 Cumulative Convertible Preferred Stock - Series B, par value $1.00

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐						Emerging growth company			☐
Non-accelerated filer			☐			Smaller reporting company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s outstanding voting common stock held by nonaffiliates on June 30, 2024, determined using the per share closing price on that date on the New York Stock Exchange of $155.48, was approximately $61.6 billion. There is no non-voting common equity of the registrant outstanding.

Number of shares of registrant’s common stock outstanding at February 3, 2025: 395,749,583

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement of The PNC Financial Services Group, Inc. to be filed pursuant to Regulation 14A for the 2025 annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2024 Form 10-K

TABLE OF CONTENTS

						Page
PART I
Item 1			Business			1
Item 1A			Risk Factors			15
Item 1B			Unresolved Staff Comments			30
Item 1C			Cybersecurity			30
Item 2			Properties			31
Item 3			Legal Proceedings			31
Item 4			Mine Safety Disclosures			31
Information about our Executive Officers						32
PART II
Item 5			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			33
			Common Stock Performance Graph			34
Item 6			Reserved			35
Item 7			Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)			36
			Executive Summary			36
			Consolidated Income Statement Review			41
			Consolidated Balance Sheet Review			44
			Business Segments Review			47
			Risk Management			55
			Average Consolidated Balance Sheet and Net Interest Analysis			81
			Non-GAAP Financial Information			82
			Critical Accounting Estimates and Judgments			83
			Cautionary Statement Regarding Forward-Looking Information			87
Item 7A			Quantitative and Qualitative Disclosures about Market Risk			88
Item 8			Financial Statements and Supplementary Data			88
			Report of Independent Registered Public Accounting Firm			89
			Consolidated Income Statement			91
			Consolidated Statement of Comprehensive Income			92
			Consolidated Balance Sheet			93
			Consolidated Statement of Changes in Equity			94
			Consolidated Statement of Cash Flows			95
			Notes to Consolidated Financial Statements			97
			Note 1 Accounting Policies			97
			Note 2 Investment Securities			116
			Note 3 Loans and Related Allowance for Credit Losses			119
			Note 4 Loan Sale and Servicing Activities and Variable Interest Entities			132

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2024 Form 10-K (continued)

TABLE OF CONTENTS (Continued)

						Page
Item 8			Financial Statements and Supplementary Data (continued)
			Note 5 Goodwill and Mortgage Servicing Rights			135
			Note 6 Leases			138
			Note 7 Premises, Equipment and Leasehold Improvements			140
			Note 8 Time Deposits			140
			Note 9 Borrowed Funds			141
			Note 10 Commitments			142
			Note 11 Equity			143
			Note 12 Other Comprehensive Income			145
			Note 13 Earnings Per Share			146
			Note 14 Fair Value			147
			Note 15 Financial Derivatives			160
			Note 16 Employee Benefit Plans			166
			Note 17 Stock Based Compensation Plans			172
			Note 18 Income Taxes			173
			Note 19 Regulatory Matters			175
			Note 20 Legal Proceedings			176
			Note 21 Parent Company			180
			Note 22 Segment Reporting			182
			Note 23 Fee-based Revenue from Contracts with Customers			185
			Note 24 Subsequent Events			189
			Glossary			190
			Defined Terms			190
			Acronyms			194
Item 9			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			194
Item 9A			Controls and Procedures			194
Item 9B			Other Information			195
PART III
Item 10			Directors, Executive Officers and Corporate Governance			195
Item 11			Executive Compensation			196
Item 12			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			196
Item 13			Certain Relationships and Related Transactions, and Director Independence			196
Item 14			Principal Accounting Fees and Services			196
PART IV
Item 15			Exhibits, Financial Statement Schedules			197
Item 16			Form 10-K Summary			203
SIGNATURES						204

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2024 Form 10-K (continued)

MD&A TABLE REFERENCE

Table			Description			Page
1			Summary of Operations, Per Common Share Data and Performance Ratios			38
2			Balance Sheet Highlights and Other Selected Ratios			38
3			Summarized Average Balances and Net Interest Income			41
4			Noninterest Income			42
5			Noninterest Expense			43
6			Provision for (Recapture of) Credit Losses			43
7			Summarized Balance Sheet Data			44
8			Loans			45
9			Investment Securities			45
10			Weighted-Average Expected Maturities of Mortgage and Asset-Backed Debt Securities			46
11			Details of Funding Sources			46
12			Retail Banking Table			48
13			Corporate & Institutional Banking Table			51
14			Asset Management Group Table			54
15			Details of Loans			59
16			Commercial and Industrial Loans by Industry			60
17			Commercial Real Estate Loans by Geography and Property Type			61
18			Residential Real Estate Loan Statistics			62
19			Home Equity Loan Statistics			63
20			Auto Loan Statistics			64
21			Nonperforming Assets by Type			64
22			Change in Nonperforming Assets			65
23			Accruing Loans Past Due			65
24			Selected Loan Maturities and Interest Sensitivity			66
25			Allowance for Credit Losses by Loan Class			68
26			Loan Charge-Offs and Recoveries			69
27			Senior and Subordinated Debt			70
28			Primary Contingent Liquidity Sources			71
29			PNC Bank Notes Issued			71
30			PNC Bank Notes Redeemed			72
31			Parent Company Notes Issued			73
32			Parent Company Notes Redeemed			73
33			Credit Ratings and Outlook			74
34			Basel III Capital			75
35			Net Interest Income Sensitivity Analysis			76
36			Economic Value of Equity Sensitivity Analysis			77
37			Equity Investments Summary			78
38			Average Consolidated Balance Sheet and Net Interest Analysis			81
39			Analysis of Year-to-Year Changes in Net Interest Income			82
40			Reconciliation of Taxable-Equivalent Net Interest Income (non-GAAP)			83
41			Reconciliation of Tangible Book Value Per Common Share (non-GAAP)			83
42			Key Macroeconomic Variables in CECL Weighted-Average Scenarios			84

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2024 Form 10-K (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE

Table			Description			Page
43			Investment Securities Summary			116
44			Gross Unrealized Loss and Fair Value of Securities Available-for-Sale Without an Allowance for Credit Losses			117
45			Gains (Losses) on Sales of Securities Available-for-Sale			117
46			Contractual Maturity of Debt Securities			118
47			Fair Value of Securities Pledged and Accepted as Collateral			118
48			Analysis of Loan Portfolio			120
49			Nonperforming Assets			121
50			Commercial Credit Quality Indicators			122
51			Credit Quality Indicators for Residential Real Estate and Home Equity Loan Classes			124
52			Credit Quality Indicators for Automobile, Credit Card, Education and Other Consumer Loan Classes			126
53			Loan Modifications Granted to Borrowers Experiencing Financial Difficulty			128
54			Financial Effect of FDMs			129
55			Delinquency Status of FDMs			130
56			Subsequently Defaulted FDMs			131
57			Financial Impact and TDRs by Concession Type			131
58			Rollforward of Allowance for Credit Losses			132
59			Loan Sale and Servicing Activities			133
60			Principal Balance, Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others			134
61			Non-Consolidated VIEs			134
62			Goodwill by Business Segment			135
63			Commercial Mortgage Servicing Rights			136
64			Residential Mortgage Servicing Rights			137
65			Commercial Mortgage Servicing Rights – Key Valuation Assumptions			137
66			Residential Mortgage Servicing Rights – Key Valuation Assumptions			138
67			Lessor Income			138
68			Sales-Type and Direct Financing Leases			138
69			Future Minimum Lessor Receivable Arrangements			139
70			Operating Lease Costs and Cash Flows			139
71			Operating Lease Assets and Liabilities			139
72			Operating Lease Term and Discount Rates of Lessee Arrangements			139
73			Future Lease Payments for Operating Lease Liability Arrangements			140
74			Premises, Equipment and Leasehold Improvements			140
75			Depreciation and Amortization Expense			140
76			Time Deposits			140
77			Borrowed Funds			141
78			FHLB Advances, Senior Debt and Subordinated Debt			141
79			Commitments to Extend Credit and Other Commitments			142
80			Preferred Stock - Authorized, Issued and Outstanding			143
81			Terms of Outstanding Preferred Stock			144

THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to 2024 Form 10-K (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE (Continued)

Table			Description			Page
82			Dividends Per Share			145
83			Other Comprehensive Income (Loss)			145
84			Accumulated Other Comprehensive Income (Loss) Components			146
85			Basic and Diluted Earnings Per Common Share			146
86			Fair Value Measurements – Recurring Basis Summary			151
87			Reconciliation of Level 3 Assets and Liabilities			152
88			Fair Value Measurements – Recurring Quantitative Information			154
89			Fair Value Measurements – Nonrecurring			156
90			Fair Value Option – Fair Value and Principal Balances			157
91			Fair Value Option – Changes in Fair Value			157
92			Additional Fair Value Information Related to Other Financial Instruments			159
93			Total Gross Derivatives			160
94			Gains (Losses) Recognized on Fair Value and Cash Flow Hedges in the Consolidated Income Statement			162
95			Hedged Items - Fair Value Hedges			162
96			Risk Participation Agreements			163
97			Gains (Losses) on Derivatives Not Designated for Hedging			164
98			Derivative Assets and Liabilities Offsetting			165
99			Credit-Risk Contingent Features			166
100			Reconciliation of Changes in Projected Benefit Obligation and Change in Plan Assets			167
101			Asset Strategy Allocations			168
102			Pension Plan Valuation Methodologies			169
103			Pension Plan Assets - Fair Value Hierarchy			169
104			Estimated Cash Flows			170
105			Components of Net Periodic Benefit Cost			170
106			Net Periodic Costs - Assumptions			171
107			Other Pension Assumptions			171
108			Nonvested Performance Share Unit Awards and Restricted Share Unit Awards - Rollforward			172
109			Components of Income Tax Expense			173
110			Deferred Tax Assets and Liabilities			173
111			Reconciliation of Statutory and Effective Tax Rates			173
112			Net Operating Loss Carryforwards			174
113			Change in Unrecognized Tax Benefits			174
114			IRS Tax Examination Status			174
115			Basel Regulatory Capital			175
116			Parent Company - Income Statement			180
117			Parent Company - Balance Sheet			181
118			Parent Company - Interest Paid and Income Tax Refunds (Payments)			181
119			Parent Company - Statement of Cash Flows			182
120			Business Segment Results			184
121			Reconciliation of Business Segment Results to Consolidated			184
122			Noninterest Income by Business Segment and Reconciliation to Consolidated Noninterest Income			185

PART I

Forward-Looking Statements: From time to time, The PNC Financial Services Group, Inc. has made and may continue to make written or oral forward-looking statements regarding our outlook for financial performance, such as earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset levels, asset quality, financial position and other matters regarding or affecting us and our future business and operations or the impact of legal, regulatory or supervisory matters on our business operations or performance, including our sustainability strategy. This Annual Report on Form 10-K (the “Report” or “Form 10-K”) includes such forward-looking statements. With respect to all such forward-looking statements, you should review our Risk Factors discussion in Item 1A, our Risk Management, Critical Accounting Estimates and Judgments, and Cautionary Statement Regarding Forward-Looking Information sections included in Item 7, and Note 20 Legal Proceedings. In this Report, “PNC,” “we,” “us,” “the Company” or “the Corporation” refers to The PNC Financial Services Group, Inc. and its subsidiaries on a consolidated basis (except when referring to PNC as a public company, its common stock or other securities issued by PNC, which just refer to The PNC Financial Services Group, Inc.). References to The PNC Financial Services Group, Inc. or to any of its subsidiaries are specifically made where applicable.

See page 190 for a glossary of certain terms and acronyms used in this Report.