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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the t

2、ransition period from to Commission file number 001-09718 THE PNC FINANCIAL SERVICES GROUP,INC.(Exact name of registrant as specified in its charter)Pennsylvania25-1435979(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)The Tower at PNC Plaza,300 Fifth

3、 Avenue,Pittsburgh,Pennsylvania 15222-2401(Address of principal executive offices,including zip code)Registrants telephone number,including area code-(888)762-2265Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered C

4、ommon Stock,par value$5.00PNCNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:$1.80 Cumulative Convertible Preferred Stock-Series B,par value$1.00Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes

5、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 pre

6、ceding 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 subm

7、itted 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-accelerat

8、ed 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 filerAccelerated filerEmerging growth companyNon-accelera

9、ted filerSmaller reporting companyIf 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

10、mark whether the registrant has filed a report on and attestation to its managements 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 aud

11、it 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 c

12、orrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants 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 o

13、f the Act).Yes No The aggregate market value of the registrants outstanding voting common stock held by nonaffiliates on June 30,2022,determined using the per share closing price on that date on the New York Stock Exchange of$157.77,was approximately$64.6 billion.There is no non-voting common equity

14、 of the registrant outstanding.Number of shares of registrants common stock outstanding at February 3,2023:399,682,159DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive Proxy Statement of The PNC Financial Services Group,Inc.to be filed pursuant to Regulation 14A for the 2023 annual meeti

15、ng 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 2022 Form 10-KTABLE OF CONTENTS PagePART IItem 1Business.1Item 1ARisk Factors.15Item 1BUnresolved Staff Comments.31Item 2Properties.31Item 3L

16、egal Proceedings.31Item 4Mine Safety Disclosures.31Information about our Executive Officers32PART IIItem 5Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.33Common Stock Performance Graph35Item 6Reserved35Item 7Managements Discussion and Anal

17、ysis of Financial Condition and Results of Operations(MD&A).36Executive Summary36Consolidated Income Statement Review42Consolidated Balance Sheet Review44Business Segments Review48Risk Management56Critical Accounting Estimates and Judgments81Cautionary Statement Regarding Forward-Looking Information

18、84Item 7AQuantitative and Qualitative Disclosures about Market Risk85Item 8Financial Statements and Supplementary Data85Report of Independent Registered Public Accounting Firm86Consolidated Income Statement88Consolidated Statement of Comprehensive Income89Consolidated Balance Sheet90Consolidated Sta

19、tement of Changes in Equity91Consolidated Statement of Cash Flows92Notes to Consolidated Financial Statements94Note 1 Accounting Policies94Note 2 Acquisition and Divestiture Activity111Note 3 Investment Securities115Note 4 Loans and Related Allowance for Credit Losses118Note 5 Loan Sale and Servicin

20、g Activities and Variable Interest Entities129 THE PNC FINANCIAL SERVICES GROUP,INC.Cross-Reference Index to 2022 Form 10-K(continued)TABLE OF CONTENTS(Continued)PageItem 8Financial Statements and Supplementary Data.(continued)Note 6 Goodwill and Mortgage Servicing Rights132Note 7 Leases134Note 8 Pr

21、emises,Equipment and Leasehold Improvements136Note 9 Time Deposits137Note 10 Borrowed Funds137Note 11 Commitments139Note 12 Equity140Note 13 Other Comprehensive Income143Note 14 Earnings Per Share144Note 15 Fair Value145Note 16 Financial Derivatives158Note 17 Employee Benefit Plans164Note 18 Stock B

22、ased Compensation Plans170Note 19 Income Taxes171Note 20 Regulatory Matters173Note 21 Legal Proceedings174Note 22 Parent Company179Note 23 Segment Reporting182Note 24 Fee-based Revenue from Contracts with Customers184Note 25 Subsequent Events188Statistical Information(Unaudited)190Glossary194Defined

23、 Terms194Acronyms198Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.198Item 9AControls and Procedures.198Item 9BOther Information.199PART IIIItem 10Directors,Executive Officers and Corporate Governance.199Item 11Executive Compensation.199Item 12Security Own

24、ership of Certain Beneficial Owners and Management and Related Stockholder Matters.200Item 13Certain Relationships and Related Transactions,and Director Independence.200Item 14Principal Accounting Fees and Services.200PART IVItem 15Exhibits,Financial Statement Schedules.201Item 16Form 10-K Summary20

25、6SIGNATURES207 THE PNC FINANCIAL SERVICES GROUP,INC.Cross-Reference Index to 2022 Form 10-K(continued)MD&A TABLE REFERENCETableDescriptionPage1Summary of Operations,Per Common Share Data and Performance Ratios382Balance Sheet Highlights and Other Selected Ratios383Summarized Average Balances and Net

26、 Interest Income424Noninterest Income435Noninterest Expense436Provision for(Recapture of)Credit Losses447Summarized Balance Sheet Data448Loans459Investment Securities4610Weighted-Average Expected Maturities of Mortgage and Asset-Backed Debt Securities4611Details of Funding Sources4712Retail Banking

27、Table4913Corporate&Institutional Banking Table5214Asset Management Group Table5515Details of Loans6016Commercial and Industrial Loans by Industry6117Commercial Real Estate Loans by Geography and Property Type6218Residential Real Estate Statistics6319Home Equity Loan Statistics6420Auto Loan Statistic

28、s6421Nonperforming Assets by Type6522Change in Nonperforming Assets6523Accruing Loans Past Due6624Summary of Troubled Debt Restructurings6725Allowance for Credit Losses by Loan Class6926Loan Charge-Offs and Recoveries7027Senior and Subordinated Debt7128PNC Bank Notes Issued7129PNC Bank Notes Redeeme

29、d7230Parent Company Notes Issued7331Parent Company Notes Redeemed7332Credit Ratings for PNC and PNC Bank7433Basel III Capital7534Interest Sensitivity Analysis7635Net Interest Income Sensitivity to Alternative Rate Scenarios7636Alternate Interest Rate Scenarios:One Year Forward7737Equity Investments

30、Summary7838Key Macroeconomic Variables in CECL Weighted-Average Scenarios82 THE PNC FINANCIAL SERVICES GROUP,INC.Cross-Reference Index to 2022 Form 10-K(continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCETableDescriptionPage39Acquisition Consideration11140Fair Value and Unpaid Princ

31、ipal Balance of Loans from the BBVA Acquisition11241Intangible Assets11242BBVA Financial Results11343Unaudited Pro Forma Results11344PCD Loan Activity11445Consolidated Income Statement-Discontinued Operations11446Consolidated Statement of Cash Flows-Discontinued Operations11447Investment Securities

32、Summary11548Gross Unrealized Loss and Fair Value of Securities Available for Sale Without an Allowance for Credit Losses11649Gains(Losses)on Sales of Securities Available for Sale11650Contractual Maturity of Debt Securities11751Fair Value of Securities Pledged and Accepted as Collateral11752Analysis

33、 of Loan Portfolio11953Nonperforming Assets12054Commercial Credit Quality Indicators12255Credit Quality Indicators for Residential Real Estate and Home Equity Loan Classes12456Credit Quality Indicators for Automobile,Credit Card,Education and Other Consumer Loan Classes12657Financial Impact and TDRs

34、 by Concession Type12858Rollforward of Allowance for Credit Losses12859Cash Flows Associated with Loan Sale and Servicing Activities13060Principal Balance,Delinquent Loans and Net Charge-offs Related to Serviced Loans For Others13061Non-Consolidated VIEs13162Goodwill by Business Segment13263Commerci

35、al Mortgage Servicing Rights13364Residential Mortgage Servicing Rights13365Commercial Mortgage Servicing Rights Key Valuation Assumptions13466Residential Mortgage Servicing Rights Key Valuation Assumptions13467Lessor Income13468Sales-Type and Direct Financing Leases13569Future Minimum Lessor Receiva

36、ble Arrangements13570Operating Lease Costs and Cash Flows13571Operating Lease Assets and Liabilities13572Operating Lease Term and Discount Rates of Lessee Arrangements13673Future Lease Payments for Operating Lease Liability Arrangements13674Premises,Equipment and Leasehold Improvements13675Depreciat

37、ion and Amortization Expense13676Time Deposits13777Borrowed Funds13778FHLB Borrowings,Senior Debt and Subordinated Debt13779Commitments to Extend Credit and Other Commitments13980Preferred Stock-Authorized,Issued and Outstanding14081Terms of Outstanding Preferred Stock141 THE PNC FINANCIAL SERVICES

38、GROUP,INC.Cross-Reference Index to 2022 Form 10-K(continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE(Continued)TableDescriptionPage82Dividends Per Share14283Other Comprehensive Income(Loss)14384Accumulated Other Comprehensive Income(Loss)Components14385Basic and Diluted Earnings Pe

39、r Common Share14486Fair Value Measurements Recurring Basis Summary14987Reconciliation of Level 3 Assets and Liabilities15088Fair Value Measurements Recurring Quantitative Information15289Fair Value Measurements Nonrecurring15390Fair Value Option Fair Value and Principal Balances15491Fair Value Optio

40、n Changes in Fair Value15592Additional Fair Value Information Related to Other Financial Instruments15793Total Gross Derivatives15894Gains(Losses)Recognized on Fair Value and Cash Flow Hedges in the Consolidated Income Statement 16095Hedged Items-Fair Value Hedges16096Risk Participation Agreements16

41、197Gains(Losses)on Derivatives Not Designated for Hedging16298Derivative Assets and Liabilities Offsetting16399Credit-Risk Contingent Features 164100Reconciliation of Changes in Projected Benefit Obligation and Change in Plan Assets165101Asset Strategy Allocations166102Pension Plan Valuation Methodo

42、logies167103Pension Plan Assets-Fair Value Hierarchy167104Estimated Cash Flows168105Components of Net Periodic Benefit Cost168106Net Periodic Costs-Assumptions169107Other Pension Assumptions169108Nonvested Performance Share Unit Awards and Restricted Share Unit Awards-Rollforward170109Components of

43、Income Tax Expense171110Deferred Tax Assets and Liabilities171111Reconciliation of Statutory and Effective Tax Rates172112Net Operating Loss Carryforwards172113Change in Unrecognized Tax Benefits172114IRS Tax Examination Status173115Basel Regulatory Capital174116Parent Company-Income Statement179117

44、Parent Company-Balance Sheet180118Parent Company-Interest Paid and Income Tax Refunds(Payments)180119Parent Company-Statement of Cash Flows181120Results of Businesses183121Noninterest Income by Business Segment and Reconciliation to Consolidated Noninterest Income185 PART IForward-Looking Statements

45、: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,financi

46、al 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)also include

47、s 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 Not

48、e 21 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 Th

49、e 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 194 for a glossary of certain terms and acronyms used in this Report.ITEM 1 BUSINESSBusiness OverviewHeadquartered in Pittsburgh,Penns

50、ylvania,we are one of the largest diversified financial institutions in the U.S.We have businesses engaged in retail banking,including residential mortgage,corporate and institutional banking and asset management,providing many of our products and services nationally.Our retail branch network is loc

51、ated coast-to-coast.We also have strategic international offices in Canada,China,Germany and the United Kingdom.At December 31,2022,our consolidated total assets,total deposits and total shareholders equity were$557.3 billion,$436.3 billion and$45.8 billion,respectively.We were incorporated under th

52、e laws of the Commonwealth of Pennsylvania in 1983 with the consolidation of Pittsburgh National Corporation and Provident National Corporation.Since 1983,we have diversified our geographical presence,business mix and product capabilities through organic growth,strategic bank and non-bank acquisitio

53、ns and equity investments,and the formation of various non-banking subsidiaries.Acquisition of BBVA USA Bancshares,Inc.On June 1,2021,PNC acquired BBVA USA Bancshares,Inc.(BBVA),a U.S.financial holding company conducting its businessoperations primarily through its U.S.banking subsidiary,BBVA USA.PN

54、C paid$11.5 billion in cash as consideration for theacquisition.On October 8,2021,BBVA USA merged into PNC Bank.On October 12,2021,PNC converted approximately 2.6 millioncustomers,9,000 employees and over 600 branches across seven states.Our results of operations and balance sheets for all periods p

55、resented in this Report reflect the benefit of BBVAs acquired businesses for the period since the acquisition closed on June 1,2021.For additional information on the acquisition of BBVA,see Note 2 Acquisition and Divestiture Activity.Discontinued OperationsIn the second quarter of 2020,PNC divested

56、its entire 22.4%equity investment in BlackRock.Net proceeds from the sale were$14.2 billion with an after-tax gain on sale of$4.3 billion.BlackRocks historical results are reported as discontinued operations.For additional details on the divestiture of our equity investment in BlackRock,see Note 2 A

57、cquisition and Divestiture Activity.SubsidiariesOur corporate legal structure at December 31,2022 consisted of one domestic subsidiary bank,including its subsidiaries,and 59 active non-bank subsidiaries,in addition to various affordable housing investments and historic rehabilitation investments.Our

58、 bank subsidiary is PNC Bank,a national bank chartered in Wilmington,Delaware.For additional information on certain of our subsidiaries,see Exhibit 21 to this Report.The PNC Financial Services Group,Inc.2022 Form 10-K 1Statistical Disclosure By Bank Holding CompaniesThe following statistical informa

59、tion is included on the indicated pages of this Report and is incorporated herein by reference:Form 10-K pageAverage Consolidated Balance Sheet And Net Interest Analysis190Analysis Of Year-To-Year Changes In Net Interest Income191Maturities And Weighted-Average Yield Of Securities117Selected Loan Ma

60、turities And Interest Sensitivity192Credit Ratios65,69 and 70Allocation Of Allowance For Credit Losses69Average Amount And Average Rate Paid On Deposits190Uninsured Deposits and Time Deposits 193Supervision and RegulationThe PNC Financial Services Group,Inc.is a BHC registered under the BHC Act and

61、a financial holding company under the GLB Act.More than 99%of the assets of PNC are held in its domestic bank subsidiary,PNC Bank,a national banking association chartered and located in Wilmington,Delaware.We are subject to numerous governmental regulations,some of which are highlighted below.See No

62、te 20 Regulatory Matters for additional information regarding our regulatory matters.Applicable laws and regulations restrict our permissible activities and investments,impose conditions and requirements on the products and services we offer and the manner in which they are offered and sold,and requ

63、ire compliance with protections for loan,deposit,brokerage,fiduciary,investment management and other customers,among other things.They also restrict our ability to repurchase stock or pay dividends,or to receive dividends from our bank subsidiary,and impose capital adequacy and liquidity requirement

64、s.The consequences of noncompliance with these,or other applicable laws or regulations,can include substantial monetary and nonmonetary sanctions.See the additional information included as Risk Factors in Item 1A of this Report discussing the impact of financial regulatory initiatives on the regulat

65、ory environment for us and the financial services industry.In addition,we are subject to comprehensive supervision and examination by,among other regulatory bodies,the Federal Reserve and the OCC.These examinations consider not only compliance with applicable laws,regulations and supervisory policie

66、s of the agency,but also capital levels,asset quality,risk management effectiveness,the ability and performance of management and the board of directors,the effectiveness of internal controls and internal audit function,earnings,liquidity and various other factors.The results of examination activity

67、 by any of our federal bank regulators potentially can result in the imposition of significant limitations on our activities and growth.These regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity and take enforcement action

68、,including the imposition of substantial monetary penalties and nonmonetary requirements,against a regulated entity where the relevant agency determines,among other things,that the operations of the regulated entity or any of its subsidiaries fail to comply with applicable law or regulations,are con

69、ducted in an unsafe or unsound manner,or represent an unfair or deceptive act or practice.This supervisory framework,including the examination reports and supervisory ratings(which are not publicly available)of the agencies,could materially impact the conduct,growth and profitability of our operatio

70、ns.The CFPB is responsible for examining us for compliance with most federal consumer financial protection laws,including the laws relating to fair lending and prohibiting unfair,deceptive or abusive acts or practices in connection with the offer,sale or provision of consumer financial products or s

71、ervices,and for enforcing such laws with respect to PNC Bank and its affiliates.The results of the CFPBs examinations(which are not publicly available)also can result in restrictions or limitations on the operations of a regulated entity as well as enforcement actions against a regulated entity,incl

72、uding the imposition of substantial monetary penalties and nonmonetary requirements.We also are subject to regulation by the SEC by virtue of our status as a public company and by the SEC and the CFTC due to the nature of some of our businesses.Our businesses with operations outside the U.S.also are

73、 subject to regulation by appropriate authorities in the foreign jurisdictions in which they do business.As a regulated financial services firm,our relationships and good standing with regulators are of fundamental importance to the operation and growth of our businesses.The Federal Reserve,OCC,CFPB

74、,SEC,CFTC and other domestic and foreign regulators have broad enforcement powers,and certain of the regulators have the power to approve,deny,or refuse to act upon our applications or notices to conduct new activities,acquire or divest businesses,assets or deposits,expand our operations geographica

75、lly or reconfigure existing operations.2 The PNC Financial Services Group,Inc.2022 Form 10-KAmong the areas that have been receiving a high level of regulatory focus are compliance with the BSA and anti-money laundering laws,capital and liquidity management(including stress testing),the structure an

76、d effectiveness of enterprise risk management frameworks,the protection of confidential customer information,cybersecurity,the oversight of arrangements with third-party vendors and suppliers,and compliance with fair lending and other consumer protection laws and regulations,including those governin

77、g retail sales practices,fee disclosures,unfair,deceptive or abusive acts or practices,collection practices,protections for military service members and individuals in bankruptcy,and the management of risks associated with the Paycheck Protection Program we participated in to help businesses mitigat

78、e the impact of the COVID-19 pandemic.The profitability of our businesses also is affected by rules and regulations that impact the business and financial sectors in general,including laws governing taxation,antitrust regulation,electronic commerce,data security and privacy.There are numerous rules

79、governing the regulation of financial services institutions and their holding companies.Accordingly,the following discussion is general in nature and does not purport to be complete or to describe all of the laws,regulations and policies that apply to us.To a substantial extent,the purpose of the re

80、gulation and supervision of financial services institutions and their holding companies is not to protect our shareholders and our non-customer creditors,but rather to protect our customers(including depositors),the financial markets and financial system in general.Banking Regulation and Supervision

81、Regulatory Capital Requirements,Stress Testing and Capital Planning.PNC and PNC Bank are subject to the regulatory capital requirements established by the Federal Reserve and the OCC,respectively.The foundation of the agencies regulatory capital rules is the international regulatory capital framewor

82、k developed by the Basel Committee,the international body responsible for developing global regulatory standards for banking organizations for consideration and adoption by national jurisdictions.The regulatory capital rules establish minimum requirements for the ratio of a banking organizations reg

83、ulatory capital to its risk-weighted assets,referred to as risk-based capital requirements,as well as for the ratio of its regulatory capital to measures of assets and other exposures,referred to as leverage capital requirements.The agencies regulatory capital rules have undergone significant change

84、 since 2013,when the agencies adopted final rules to implement the Basel Committees international regulatory capital framework,known as“Basel III”,as well as certain provisions of Dodd-Frank.In September 2022,the federal banking agencies announced their intent to revise U.S.regulatory capital requir

85、ements to align them with the international standards finalized by the Basel Committee in December 2017,which include,among other items,changes to the standardized approach for credit risk,the credit valuation adjustment risk framework,operational risk framework and the leverage ratio framework.Thes

86、e changes could increase capital requirements for U.S.banking organizations,including PNC.The federal banking agencies tailor the application of their capital,liquidity and enhanced prudential requirements for banking organizations to the asset size and risk profile(as measured by certain regulatory

87、 metrics)of the banking organization.The agencies capital and liquidity rules classify all BHCs with$100 billion or more in total assets into one of four categories(Category I,Category II,Category III and Category IV),with the most stringent capital and liquidity requirements applying to Category I

88、firms and the least restrictive requirements applying to Category IV firms.The classification of any bank subsidiary of a BHC generally follows that of its parent BHC.PNC and PNC Bank currently are Category III firms because PNC(i)has more than$250 billion,but less than$700 billion,in consolidated t

89、otal assets,(ii)is not designated as a GSIB,and(iii)has less than$75 billion in cross-jurisdictional activity.PNC and PNC Bank would become a Category I or II institution,and subject to more stringent capital and liquidity standards,if PNC were at some point in the future to have$700 billion or more

90、 in total consolidated assets,be designated as a GSIB,or have$75 billion or more in cross-jurisdictional activity.As of December 31,2022,PNC had cross-jurisdictional activities for these purposes of$24.1 billion.The regulatory capital rules generally divide regulatory capital into three components:C

91、ET1 capital,additional Tier 1 capital(which,together with CET1 capital,comprises Tier 1 capital)and Tier 2 capital.CET1 capital is generally common stock,retained earnings,and qualifying minority interests less required deductions.As permitted,PNC and PNC Bank have elected to exclude AOCI related to

92、 both available for sale securities and pension and other post-retirement plans from CET1 capital.Additional Tier 1 capital generally includes,among other things,perpetual preferred stock and qualifying minority interests,less required deductions.Tier 2 capital generally comprises qualifying subordi

93、nated debt and,subject to certain quantitative limits,ACL,less any required deductions from Tier 2 capital.The regulatory capital rules limit the extent to which minority interests in consolidated subsidiaries may be included in regulatory capital.Total capital is the sum of Tier 1 capital and Tier

94、2 capital.Under the regulatory capital rules,PNC and PNC Bank must deduct investments in unconsolidated financial institutions,MSRs and deferred tax assets(in each case,net of associated deferred tax liabilities)from CET1 capital to the extent such categories individually exceed 25%of the institutio

95、ns adjusted CET1 capital.As of December 31,2022,PNC and PNC Banks investments in unconsolidated financial institutions,MSRs and deferred tax assets did not exceed this threshold.The agencies capital rules also permit banking organizations to elect to phase-in,on a straight-line basis over a three-ye

96、ar period,the day-one regulatory capital effects of implementing the Financial Accounting Standards Boards ASU 2016-13-Financial Instruments The PNC Financial Services Group,Inc.2022 Form 10-K 3-Credit Losses(Topic 326),commonly referred to as the CECL standard.PNC implemented the CECL standard effe

97、ctive January 1,2020,but elected not to implement the phase-in of the day-one regulatory capital effects of the standard.Separately,the rules permit banking organizations that were subject to CECL during 2020 to delay CECLs estimated impact on CET1 capital.CECLs estimated impact on CET1 capital is t

98、he change in retained earnings at adoption plus or minus 25%of the change in CECL ACL at the balance sheet date compared to CECL ACL at transition.For institutions electing to utilize this CECL transition rule for regulatory capital,the estimated CECL impact was added to CET1 through December 31,202

99、1,and will be phased-out over the following three years.PNC and PNC Bank elected this five-year transition period effective March 31,2020,which impacts the regulatory capital ratios disclosed in this Report.See Note 1 Accounting Policies for more detail on CECL and the ACL.PNC and PNC Bank are requi

100、red to use the standardized approach for determining risk-weighted assets for purposes of calculating the risk-based capital ratios.The standardized approach for risk-weighted assets takes into account credit and market risk.To calculate risk-weighted assets under the standardized approach for credi

101、t risk,the nominal dollar amounts of assets and credit equivalent amounts of off-balance sheet items are generally multiplied by risk weights set forth in the rules,with the risk weights increasing as the perceived credit risk of the relevant asset or exposure increases.For certain types of exposure

102、s,such as securitization exposures,the standardized approach establishes one or more methodologies that are to be used to calculate the risk-weighted asset amount for the exposure.High volatility commercial real estate,past due,and equity exposures,as well as MSRs and deferred tax assets that are no

103、t deducted from capital,are generally subject to higher risk weights than other types of exposures.Under the market risk capital rule,risk-weighted asset amounts for covered trading positions are determined based on the calculation of VaR(including stressed VaR),specific risk,incremental risk and co

104、mprehensive risk amounts,as specified in the capital rules.We refer to the capital ratios calculated using the definition of capital under the agencies Basel III capital rules and,for the risk-based ratios,standardized risk-weighted assets,as our Basel III regulatory capital ratios.The risk-based ca

105、pital rules establish certain minimum standards for the capital ratios of banking organizations,including PNC and PNC Bank.Banking organizations must maintain a minimum CET1 ratio of 4.5%,a Tier 1 capital ratio of 6.0%,and a Total capital ratio of 8.0%,in each case in relation to risk-weighted asset

106、s,to be considered“adequately capitalized.”In 2020,the Federal Reserve introduced a CET1 SCB for BHCs subject to the Federal Reserves CCAR process,such as PNC.The SCB is calculated based on the difference between a firms starting and minimum CET1 ratio(as projected by the Federal Reserve)in the supe

107、rvisory severely adverse scenario during the CCAR process,plus four quarters of the organizations planned common stock dividends(expressed as a percentage of risk-weighted assets),subject to a floor of 2.5%.Based on PNCs performance under the Federal Reserves supervisory stress tests as part of CCAR

108、 2022,PNCs SCB for the period from the fourth quarter of 2022 through the third quarter of 2023 was set at 2.9%.While PNC Bank is not subject to a SCB,PNC Bank is required to maintain a capital conservation buffer in the form of CET1 equal to a fixed 2.5%of risk-weighted assets.PNC and PNC Bank must

109、 maintain risk-based capital above the minimum risk-based capital ratio requirements plus its SCB(in the case of PNC)or capital conservation buffer(in the case of PNC Bank)in order to avoid limitations on capital distributions,including dividends and repurchases of any Tier 1 capital instrument,such

110、 as common and qualifying preferred stock,and certain discretionary incentive compensation payments.As a result,to avoid limitations on capital distributions and certain discretionary incentive compensation payments,PNC must maintain a CET1 capital ratio of at least 7.4%,a Tier 1 capital ratio of at

111、 least 8.9%,and a Total capital ratio of at least 10.9%,and PNC Bank must maintain a CET1 capital ratio of at least 7.0%,a Tier 1 capital ratio of at least 8.5%,and a Total capital ratio of at least 10.5%.In addition,while a firms SCB is typically determined as part of the Federal Reserves annual CC

112、AR process,the Federal Reserve has the right to conduct supervisory stress tests,require a firm to submit a revised capital plan and calculate a firms SCB more frequently.BHCs subject to a SCB,such as PNC,generally may increase their capital distributions without seeking prior Federal Reserve approv

113、al,provided the BHC otherwise complies with its SCB and any other applicable capital or capital distribution requirements.For Category III banking organizations(such as PNC and PNC Bank),the Federal Reserve and OCC can supplement these higher SCB or capital conservation buffer levels above the regul

114、atory minimums by a countercyclical capital buffer of up to an additional 2.5%of risk-weighted assets.This buffer,which must be held in the form of CET1 capital,is currently set at zero in the U.S.A Federal Reserve policy statement establishes the framework and factors the Federal Reserve would use

115、in setting and adjusting the amount of the U.S.countercyclical capital buffer.Covered banking organizations would generally have 12 months after the announcement of any increase in the countercyclical capital buffer to meet the increased buffer requirement,unless the Federal Reserve establishes an e

116、arlier effective date.The regulatory capital rules also require that banking organizations maintain a minimum amount of Tier 1 capital as compared to average consolidated assets,referred to as the leverage ratio,and require Category III banking organizations to maintain a minimum amount of Tier 1 ca

117、pital as compared to total leverage exposure,referred to as the supplementary leverage ratio.Total leverage exposure takes into account on-balance sheet assets as well as certain off-balance sheet items,including loan commitments and potential future exposure under derivative contracts.Banking organ

118、izations are required to maintain a minimum leverage ratio of Tier 1 capital to total assets of 4.0%,and Category III banking organizations must maintain a minimum supplementary leverage ratio of 4 The PNC Financial Services Group,Inc.2022 Form 10-K3.0%.As of December 31,2022,the leverage and supple

119、mentary leverage ratios of PNC and PNC Bank were above the required minimum level.PNC and PNC Bank are not subject to the additional CET1 capital surcharge,minimum long-term debt requirement,minimum total loss-absorbing capacity or enhanced supplementary leverage ratio requirements that apply to U.S

120、.GSIBs.However,it is possible that the agencies will consider applying one or more of these requirements in the future to additional BHCs or insured depository institutions like PNC and PNC Bank.In October 2022,the Federal Reserve and FDIC jointly issued an advance notice of proposed rulemaking to s

121、olicit input on potential changes to the resolution-related requirements applicable to large banking organizations like PNC that are not GSIBs,including a requirement to maintain loss-absorbing capacity at the bank or holding company in the form of long-term debt.Failure to meet applicable capital r

122、equirements could subject a banking organization to a variety of enforcement remedies available to the federal banking agencies,including a limitation on the ability to pay dividends or repurchase shares,the issuance of a capital directive to increase capital and,in severe cases,the termination of d

123、eposit insurance by the FDIC and the appointment of a conservator or receiver.In some cases,the extent of these powers depends upon whether the institution in question is considered“well capitalized,”“adequately capitalized,”“undercapitalized,”“significantly undercapitalized”or“critically undercapit

124、alized.”The thresholds at which an insured depository institution is considered“well capitalized,”“adequately capitalized,”“undercapitalized,”“significantly undercapitalized”or“critically undercapitalized”are based on(i)the institutions CET1,Tier 1 and total risk-based capital ratios;(ii)the institu

125、tions leverage ratio;and(iii)for the definitions of“adequately capitalized”and“undercapitalized”,the institutions supplementary leverage ratio(if applicable).Generally,the smaller an institutions capital base in relation to its risk-weighted or total assets,the greater the scope and severity of the

126、agencies powers.Business activities may also be affected by an institutions capital classification.For example,PNC and PNC Bank must remain“well capitalized”for PNC to continue to take advantage of financial holding company status.At December 31,2022,PNC and PNC Bank exceeded the required ratios for

127、 classification as“well capitalized.”For additional discussion of capital adequacy requirements,including the levels of capital required to be considered“well capitalized,”see the Liquidity and Capital Management portion of the Risk Management section of this Report and Note 20 Regulatory Matters.In

128、 addition to regulatory capital requirements,we are subject to the Federal Reserves capital plan rule,capital stress testing requirements and CCAR process,as well as the DFAST requirements of the Federal Reserve and the OCC.As part of the CCAR process,the Federal Reserve undertakes a supervisory ass

129、essment of the capital planning process of BHCs,including PNC,that have$100 billion or more in total consolidated assets.For us,this capital planning assessment is based on a review of a comprehensive capital plan submitted to the Federal Reserve that describes the companys planned capital actions,s

130、uch as plans to pay or increase common stock dividends,engage in common stock repurchase programs,or issue or redeem preferred stock or other regulatory capital instruments during a nine quarter review period,as well as the results of stress tests conducted by both the company and the Federal Reserv

131、e under different hypothetical macroeconomic scenarios,including a supervisory severely adverse scenario provided by the Federal Reserve.The Federal Reserves capital plan rule provides that a BHC must resubmit a new capital plan prior to the next annual submission date if,among other things,there ha

132、s been or will be a material change in the BHCs risk profile,financial condition or corporate structure since its last capital plan submission.In evaluating PNCs capital plan,the Federal Reserve also considers a number of qualitative factors.In assessing a BHCs capital planning and stress testing pr

133、ocesses,the Federal Reserve considers whether the BHC has sound and effective governance to oversee these processes.The Federal Reserves evaluation focuses on whether a BHCs capital planning and stress testing processes are supported by a strong risk management framework to identify,measure and asse

134、ss material risks and that provides a strong foundation to capital planning.The Federal Reserve also considers the comprehensiveness of a BHCs control framework and evaluates a BHCs policy guidelines for capital planning and assessing capital adequacy.A BHCs stress testing scenario design processes

135、and approaches for estimating the impact of stress on its capital position,including stress testing models and non-model qualitative approaches,may be reviewed to ensure that projections reflect the impact of appropriately stressful conditions,as well as risks idiosyncratic to the BHC,on its capital

136、 position.Significant deficiencies in a BHCs capital planning and stress testing processes may result in supervisory directives that require the firm to address the identified deficiencies and,potentially,a downgrade in the BHCs supervisory capital positions and planning rating.In connection with th

137、e 2023 CCAR exercise,we must file our capital plan and stress testing results using financial data as of December 31,2022,with the Federal Reserve by April 5,2023.In June 2023,we expect to receive PNCs preliminary SCB for the period from the fourth quarter of 2023 through the third quarter of 2024.T

138、he Federal Reserve must provide firms their final SCB for this period by August 31,2023,which would reflect any changes made to the firms planned common stock dividends to remain in compliance with the firms SCB.The PNC Financial Services Group,Inc.2022 Form 10-K 5As a Category III institution,PNC m

139、ust conduct a company-run DFAST stress test biennially in even numbered years and release PNCs projections of certain revenue,loss and capital results from the exercise under the agencies hypothetical supervisory severely adverse macroeconomic scenario and applying the agencies DFAST capital action

140、assumptions.As part of the DFAST and annual CCAR processes,the Federal Reserve releases certain revenue,loss and capital results for each participating firm from its supervisory stress testing exercises.Regulatory Liquidity Standards and Liquidity Risk Management Requirements.The Basel Committees Ba

141、sel III framework also includes short-term liquidity standards and long-term funding standards,such as LCR and NSFR,respectively.The U.S.banking agencies LCR rules are designed to ensure that covered banking organizations maintain an adequate level of cash and high-quality liquid assets to meet esti

142、mated net liquidity needs in a short-term stress scenario using liquidity inflow and outflow assumptions prescribed in the rules(net cash outflow).A companys LCR is the amount of its high-quality liquid assets divided by its net cash outflows,expressed as a percentage,and as calculated under the rul

143、es.The regulatory minimum LCR that covered banking organizations are required to maintain is 100%.PNC and PNC Bank are required to calculate the LCR on a daily basis.If either institutions LCR is below the minimum requirement for three consecutive business days,the institution must promptly provide

144、its regulator with a plan for achieving compliance with the minimum LCR requirement.The NSFR is designed to measure the stability of the maturity structure of assets and liabilities of banking organizations over a one-year time horizon.A covered BHCs NSFR is the ratio of its available stable funding

145、 to its required stable funding amount(as calculated under the rules)over a one-year horizon.The regulatory minimum ratio for all covered banking organizations(expressed as a percentage)is 100%.PNC and PNC Bank are required to calculate the NSFR on an ongoing basis.If either institutions NSFR falls,

146、or is likely to fall below,the minimum requirement,the institution must provide its regulator with a plan for achieving compliance with the minimum NSFR requirement.As Category III institutions with less than$75 billion in weighted short-term wholesale funding,PNC and PNC Bank are subject to reduced

147、 LCR and NSFR requirements,with each companys LCR net outflows and NSFR required stable funding(as calculated under the rules)reduced by 15%,thereby reducing the amount of high-quality liquid assets or available stable funding each institution must hold to meet the LCR and NSFR minimum requirements,

148、respectively.As of December 31,2022,PNC had weighted short-term wholesale funding for these purposes of$33.7 billion.The Federal Reserve requires large BHCs,including PNC,to publicly disclose certain quantitative and qualitative measures of their LCR-and NSFR-related liquidity profile.These disclosu

149、res include major components used to calculate the LCR and NSFR(e.g.,high-quality liquid assets,cash outflows and inflows for the LCR,and available stable funding and required stable funding for the NSFR,at the consolidated parent company),and a qualitative discussion of the BHCs LCR and NSFR result

150、s,including,among other things,key drivers of the results,composition of high-quality liquid assets and available stable funding,and concentration of funding sources.Additionally,as a Category III institution,PNC also must,among other things,conduct internal liquidity stress tests over a range of ti

151、me horizons,maintain a buffer of highly liquid assets sufficient to meet projected net outflows under the BHCs 30-day liquidity stress test and maintain a contingency funding plan that meets certain requirements.For additional discussion of regulatory liquidity requirements,refer to the Liquidity an

152、d Capital Management portion of the Risk Management section of this Report.Source of Parent Company Liquidity and Dividends.The principal source of our liquidity at the parent company level is dividends from PNC Bank.PNC Bank is subject to various restrictions on its ability to pay dividends to PNC

153、Bancorp,Inc.,its direct parent,which is a wholly-owned direct subsidiary of The PNC Financial Services Group,Inc.PNC Bank also is subject to federal laws limiting extensions of credit to its parent holding company and non-bank affiliates as discussed in Note 20 Regulatory Matters.Further information

154、 on bank level liquidity and parent company liquidity is also available in the Liquidity and Capital Management portion of the Risk Management section of this Report.Federal Reserve rules provide that a BHC is expected to serve as a source of financial strength to its subsidiary banks and to commit

155、resources to support such banks if necessary.Dodd-Frank requires that the Federal Reserve jointly adopt new rules with the OCC and the FDIC to implement this source of strength requirement.These joint rules have not yet been proposed.Consistent with this source of strength policy for subsidiary bank

156、s,the Federal Reserve has stated that,as a matter of prudent banking,a BHC generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears to be consis

157、tent with the corporations capital needs,asset quality and overall financial condition.Further,in providing guidance to the large BHCs participating in the CCAR exercise,such as PNC as discussed above,the Federal Reserve has expected capital plans to reflect conservative dividend payout ratios.6 The

158、 PNC Financial Services Group,Inc.2022 Form 10-KEnhanced Prudential Requirements.Under Federal Reserve rules,PNC and other BHCs with total consolidated assets of$100 billion or more are subject to various enhanced prudential standards related to liquidity risk management and overall risk management.

159、For PNC,these rules,among other things,establish liquidity stress testing requirements(discussed above),limitations on PNCs aggregate net credit exposures to any single,unaffiliated company(referred to as SCCL),and certain oversight and governance responsibilities for PNCs Chief Risk Officer,the Boa

160、rd of Directors,and the Risk Committee of the Board of Directors.Under the Federal Reserves SCCL rules,PNCs aggregate net credit exposure(including exposure resulting from,among other transactions,extensions of credit,repurchase and reverse repurchase transactions,investments in securities and deriv

161、ative transactions)to any unaffiliated counterparty may not exceed 25%of PNCs Tier 1 capital.The Federal Reserve may continue to develop the set of enhanced prudential standards that apply to large BHCs in order to further promote the resiliency of such firms and the U.S.financial system.For additio

162、nal information,see Item 1A Risk Factors of this Report.Additional Powers Under the GLB Act.The GLB Act permits a qualifying BHC,such as PNC,to become a“financial holding company”and thereby engage in,or affiliate with companies engaging in,a broader range of financial activities than would otherwis

163、e be permitted for a BHC.Permitted affiliates include securities underwriters and dealers,insurance companies,insurance agents and companies engaged in other activities that are determined by the Federal Reserve,in consultation with the Secretary of the Treasury,to be“financial in nature or incident

164、al thereto”or are determined by the Federal Reserve unilaterally to be“complementary”to financial activities.We became a financial holding company in 2000.A BHC qualifies to become a financial holding company if the BHC and its subsidiary depository institutions are“well capitalized”and“well managed

165、”and its subsidiary depository institutions have a rating under the CRA of Satisfactory or better.Among other activities,we currently rely on our status as a financial holding company to conduct merchant banking activities and securities underwriting and dealing activities.As subsidiaries of a finan

166、cial holding company under the GLB Act,our non-bank subsidiaries are generally allowed to conduct new financial activities,and we generally are permitted to acquire non-bank financial companies that have less than$10 billion in assets,with after-the-fact notice to the Federal Reserve.In addition,the

167、 GLB Act permits qualifying national banks to engage in expanded activities through a“financial subsidiary.”PNC Bank has filed a financial subsidiary certification with the OCC and currently engages in insurance agency activities through financial subsidiaries.PNC Bank may also generally engage thro

168、ugh a financial subsidiary in any activity that is determined to be financial in nature or incidental to a financial activity by the Secretary of the Treasury,in consultation with the Federal Reserve(other than insurance underwriting activities,insurance company investment activities and merchant ba

169、nking).In order to establish a financial subsidiary,a national bank and each of its depository institution affiliates must be“well capitalized”and“well managed”and the national bank and each of its depository institution affiliates must have a CRA rating of Satisfactory or better.If a financial hold

170、ing company or a national bank with a financial subsidiary fails to continue to meet the applicable“well capitalized”or“well managed”criteria,the financial holding company or national bank must enter into an agreement with the Federal Reserve or the OCC,respectively,that,among other things,identifie

171、s how the capital or management deficiencies will be corrected.Until such deficiencies are corrected,the relevant agency may impose limits or conditions on the activities of the company or bank,and the company or bank may not engage in,or acquire a company engaged in,the types of expanded activities

172、 only permissible for a financial holding company or financial subsidiary without prior approval of the relevant agency.In addition,a financial holding company generally may not engage in a new financial activity authorized by the GLB Act,or acquire a company engaged in such a new activity,if any of

173、 its insured depository institutions receives a CRA rating of less than Satisfactory.A national banks financial subsidiary generally may not engage in a new financial activity authorized by the GLB Act,or acquire a company engaged in such a new financial activity,if the national bank or any of its i

174、nsured depository institution affiliates received a CRA rating of less than Satisfactory.At December 31,2022,PNC Bank had a rating of Outstanding with respect to CRA.In May 2022,the federal banking agencies issued a notice of proposed rulemaking to amend the regulations implementing the CRA.The prop

175、osal,among other things,would significantly expand the number of areas in which a bank is evaluated under the CRA,change the tests used to evaluate a bank in those areas,and expand the data a bank must collect and report.We expect the federal banking agencies to finalize revisions to the regulations

176、 implementing the CRA in 2023,which may increase PNC Banks obligations and compliance costs necessary to achieve a“Satisfactory”or“Outstanding”rating.Volcker Rule.The Volcker Rule and its implementing regulations prohibit banking entities from engaging in short-term trading as principal and having c

177、ertain ownership interests in and relationships with hedge funds,private equity funds,and certain other private funds(together,“covered funds”),unless an exemption or exception applies.For example,the exemptions under the Volcker Rule allow banking entities to trade as principal for securities under

178、writing,market making and risk-mitigating hedging purposes,subject to a variety of conditions.PNC and PNC Bank are subject to simplified and tailored compliance program requirements because each entity has trading assets and liabilities of less than$20 billion.The PNC Financial Services Group,Inc.20

179、22 Form 10-K 7Other Federal Reserve and OCC Regulation and Supervision.The federal banking agencies possess broad powers to take corrective action as deemed appropriate based on the actions,operations or risk management programs of a BHC,an insured depository institution or their subsidiaries,and th

180、e Federal Reserve and the OCC have the ability to take enforcement action against PNC and PNC Bank,respectively,to prevent and remedy acts and practices that the agency determines to be unfair or deceptive.A finding that we have engaged in a deceptive act or practice may have collateral consequences

181、 on our ability to rely on certain exemptions in,or take advantage of certain provisions of,the securities laws absent a government waiver of such restrictions.Moreover,less than satisfactory examination ratings,lower capital or liquidity ratios than peer group institutions,or regulatory concerns re

182、garding management,controls,assets,operations or other factors can all potentially result in practical limitations on the ability of a bank or BHC to engage in new activities,grow,acquire new businesses,repurchase its stock or pay dividends or continue to conduct existing activities.Furthermore,the

183、OCC has established certain heightened risk management and governance standards for large banks,including PNC Bank.The guidelines,among other things,establish minimum standards for the design and implementation of a risk governance framework,describe the appropriate risk management roles and respons

184、ibilities of front line units,independent risk management,internal audit,and the board of directors,and provide that a covered bank should have a comprehensive written statement that articulates its risk appetite and serves as a basis for the framework.If the OCC determines that a covered national b

185、ank is not in compliance with these or other enforceable guidelines(including guidelines relating to information security standards),the OCC may require the bank to submit a corrective action plan and may initiate enforcement action against the bank if an acceptable plan is not submitted or the bank

186、 fails to comply with an approved plan.Sections 23A and 23B of the Federal Reserve Act and the Federal Reserves implementing regulation,Regulation W,place quantitative and qualitative restrictions on covered transactions between a bank and its affiliates(for example between PNC Bank,on the one hand,

187、and The PNC Financial Services Group,Inc.and its non-bank subsidiaries,on the other hand).In general,Section 23A and Regulation W limit the total amount of covered transactions between a bank and any single affiliate to 10%of the banks capital stock and surplus,limit the total amount of covered tran

188、sactions between a bank and all its affiliates to 20%of the banks capital stock and surplus,prohibit a bank from purchasing low-quality assets from an affiliate and require certain covered transactions to be secured with prescribed amounts of collateral.Covered transactions include,among other thing

189、s,extensions of credit,guarantees and purchases of assets.Section 23B generally requires that transactions between a bank and its affiliates be on terms that are at least as favorable to the bank as the terms that would apply in comparable transactions between the bank and a third party.Dodd-Frank a

190、mended Section 23A of the Federal Reserve Act to include as a covered transaction the credit exposure of a bank to an affiliate arising from a derivative transaction with the affiliate.The Federal Reserve has yet to propose rules to implement these revisions.The Federal Reserve Act and Federal Reser

191、ve regulations also place quantitative limitations and conditions on extensions of credit by a bank to its executive officers,directors,or principal shareholders and their related interests(including any company controlled by such persons).Generally,extensions of credit by a bank to such individuals

192、,companies and related interests must comply with certain individual and aggregate lending limits,as well as procedural and qualitative requirements.As a result of the amount of PNC common stock held by its advised mutual funds and other accounts,the Vanguard Group is considered a principal sharehol

193、der of PNC Bank for purposes of these regulations.The federal banking agencies have issued an interagency statement addressing the application of these insider lending restrictions to the other portfolio companies owned or controlled by the advised funds and accounts of a fund complex that could be

194、considered a principal shareholder of a bank,which is effective through the sooner of January 1,2024,and the effective date of a final Federal Reserve rule that addresses the treatment of extensions of credit by a bank to fund complex-controlled portfolio companies that are considered insiders of th

195、e bank.The statement explains that the federal banking agencies will continue to exercise discretion to not take enforcement action against either a fund complex that is a principal shareholder of a bank,or a bank for which a fund complex is a principal shareholder,with respect to extensions of cred

196、it by the bank to the related interests of such fund complex that otherwise would violate the insider lending restrictions,subject to certain conditions.The Federal Reserve and the OCC have provided guidance regarding incentive and other elements of compensation provided to executives and other empl

197、oyees at banking organizations they regulate,both as general industry-wide guidance and guidance specific to select larger companies,including PNC.These guidelines are intended to ensure that the incentive compensation practices of covered banking organizations do not encourage excessive risk-taking

198、.Dodd-Frank requires the Federal Reserve,the OCC,the FDIC,the SEC and two other regulatory agencies to adopt regulations governing incentive compensation provided by regulated financial services companies to their executives and other employees.These agencies jointly proposed regulations in 2011 and

199、 again in 2016 to implement these requirements.Final regulations have not been adopted.The trust,investment advisory and other fiduciary activities conducted by PNC Bank also are subject to the OCCs regulations governing the fiduciary activities of national banks,as well as applicable state fiduciar

200、y laws.The OCCs regulations,among other things,set standards for the administration of fiduciary accounts,prohibit or govern potential conflicts of interests and establish recordkeeping requirements for fiduciary accounts.The Federal Reserves prior approval is required whenever we propose to acquire

201、 all or substantially all of the assets of any bank,to acquire direct or indirect ownership or control of more than 5%of any class of voting securities of any bank or BHC,or to merge or consolidate with any other BHC.In reviewing the merger of BHCs,the acquisition of banks or the acquisition of voti

202、ng securities of a 8 The PNC Financial Services Group,Inc.2022 Form 10-Kbank or BHC,the factors the Federal Reserve must consider include(i)the competitive effects of the proposal in the relevant geographic markets;(ii)the financial and managerial resources and future prospects of the companies and

203、banks involved in the transaction;(iii)the effect of the transaction on the financial stability of the U.S.;(iv)the organizations compliance with anti-money laundering laws and regulations;(v)the convenience and needs of the communities to be served;and(vi)the records of performance under the CRA of

204、 the insured depository institutions involved in the transaction.On July 9,2021,President Biden signed an executive order that,among other things,recommended that the U.S.Department of Justice and federal banking agencies update guidelines on banking mergers to provide more robust scrutiny of merger

205、s.The Federal Reserves prior approval also is required,and similar factors are considered,for a BHC to acquire direct or indirect ownership or control of more than 5%of any class of voting securities of a savings association or savings and loan holding company,or to merge or consolidate with a savin

206、gs and loan holding company.In cases involving interstate bank acquisitions,the Federal Reserve also must consider the concentration of deposits nationwide and in certain individual states.A BHC is generally prohibited from merging or consolidating with,or acquiring,another company or bank if upon c

207、onsummation the resulting company would control 10%or more of deposits in the U.S.or a state,or if the resulting companys liabilities would exceed 10%of the aggregate liabilities of the U.S.financial sector(including the U.S.liabilities of foreign financial companies).In extraordinary cases,the FSOC

208、,in conjunction with the Federal Reserve,could order the break-up of financial firms that are deemed to present a grave threat to the financial stability of the U.S.OCC prior approval is required for PNC Bank to acquire another insured bank or savings association by merger or to acquire deposits or

209、substantially all of the assets of such institutions.In deciding whether to approve such a transaction,the OCC is required to consider factors similar to those that must be considered by the Federal Reserve in connection with the acquisition of a bank or BHC.Approval of the OCC and the FDIC is requi

210、red to merge a non-bank entity into PNC Bank.The Federal Reserve also has issued rules governing when a BHC is presumed to“control”another company for purposes of the BHC Act,thereby causing the company to be considered a subsidiary for purposes of the BHC Act.The rules establish a set of presumptio

211、ns identifying when a BHC would be deemed to control another company,with the nature and scope of relationships a BHC may have with a non-controlled company(e.g.,director or officer representatives,scope of business relationships,etc.)declining as the BHCs voting ownership percentage in the company

212、increases.FDIC Insurance and Related Matters.PNC Bank is insured by the FDIC and subject to deposit premium assessments.PNC Bank,as an insured depository institution with over$50 billion in assets and controlled by a BHC with over$500 billion in assets on a consolidated basis,is a“highly complex ins

213、titution”under the FDICs methodology for determining premium assessments.Regulatory matters could increase the cost of FDIC deposit insurance premiums to an insured bank as FDIC deposit insurance premiums are“risk based.”Therefore,higher fee percentages would be charged to banks that have lower capi

214、tal ratios or higher risk profiles.These risk profiles take into account,among other things,weaknesses that are found by the primary federal banking regulator through its examination and supervision of the bank and the banks holdings of assets or liabilities classified as higher risk by the FDIC,inc

215、luding brokered deposits.A negative evaluation by the FDIC or a banks primary federal banking regulator could increase the costs to a bank and result in an aggregate cost of deposit funds higher than that of competing banks in a lower risk category.PNC Bank is subject to certain enhanced deposit ins

216、urance recordkeeping requirements adopted by the FDIC,which are designed to assist the FDIC to promptly determine whether,or to what extent,a large banks deposits are covered by deposit insurance if the bank were to fail.Federal banking laws and regulations also apply a variety of requirements or re

217、strictions on insured depository institutions with respect to brokered deposits.For instance,only a“well capitalized”insured depository institution may accept brokered deposits without prior regulatory approval.In addition,brokered deposits are generally subject to higher outflow assumptions than ot

218、her types of deposits for purposes of the LCR.The FDIC has issued rules and guidance for determining whether deposits are considered“brokered.”Resolution and Recovery Planning.BHCs that have$100 billion or more in assets,such as PNC,are required to periodically submit to the Federal Reserve and the

219、FDIC a resolution plan(including a public summary)that includes,among other things,an analysis of how the company could be resolved in a rapid and orderly fashion if the company were to fail or experience material financial distress.The Federal Reserve and the FDIC may jointly impose restrictions on

220、 a covered BHC,including additional capital requirements or limitations on growth,if the agencies jointly determine that the companys plan is not credible or would not facilitate a rapid and orderly resolution of the company under the U.S.Bankruptcy Code(or other applicable resolution framework),and

221、 additionally could require the company to divest assets or take other actions if the company did not submit an acceptable resolution plan within two years after any such restrictions were imposed.PNC generally must file a resolution plan with the Federal Reserve and FDIC at least once each three-ye

222、ar period,with submissions alternating between a full plan and a plan targeted on certain areas or subjects identified by the agencies.The agencies,however,have reserved the ability to alter the scheduled filing date for a covered company,request an interim update before a covered companys next sche

223、duled filing date and require a covered company to submit a full resolution plan in lieu of a scheduled targeted plan.PNC filed a targeted resolution plan in December 2021 and received feedback from the agencies in December 2022 that did not identify any shortcomings or deficiencies in PNCs plan.The

224、 PNC Financial Services Group,Inc.2022 Form 10-K 9In addition to the proposed long-term debt requirements noted above,the Federal Reserves and FDICs October 2022 advance notice of proposed rulemaking solicited input on other potential changes to the resolution-related requirements applicable to larg

225、e banking organizations like PNC that are not GSIBs.The advance notice of proposed rulemaking solicited comments and posed specific questions on whether to impose GSIB-like resolution requirements on large banking organizations that are not GSIBs,including a“clean holding company”requirement that wo

226、uld prohibit top-tier holding companies from entering certain financial arrangements(such as short-term borrowing or derivative contracts),separability requirements,the Federal Reserves supervisory guidance on recovery planning,and certain disclosure requirements currently applicable to GSIBs.Such r

227、equirements could,among other things,increase PNCs borrowing costs,require the implementation of new operational capabilities,and require changes to PNCs resolution strategies at the holding company level and bank level.The FDIC also requires large insured depository institutions,including PNC Bank,

228、to periodically submit a resolution plan(including a public summary)to the FDIC that includes,among other things,an analysis of how the institution could be resolved under the FDI Act in a manner that protects depositors and limits losses or costs to creditors of the bank in accordance with the FDI

229、Act.In January 2021,the FDIC lifted the moratorium that it had instituted on resolution plan filings by insured depository institutions.PNC Bank filed its resolution plan in December 2022 and is awaiting feedback from the FDIC.PNC Bank also is subject to OCC guidelines that establish standards for r

230、ecovery planning.These guidelines require a covered bank to develop and maintain a recovery plan that is evaluated and updated annually that,among other things,identifies a range of options that could be undertaken by the covered bank to restore its financial strength and viability should identified

231、 triggering events occur.The recovery plan guidelines are enforceable in the same manner as the other guidelines the OCC has established.CFPB Regulation and Supervision.The CFPB examines PNC and PNC Bank for compliance with a broad range of federal consumer financial laws and regulations,including t

232、he laws and regulations that relate to deposit products,credit card,mortgage,automobile,student and other consumer loans,and other consumer financial products and services that we offer.The consumer financial protection laws that are subject to the CFPBs supervision and enforcement powers include,am

233、ong others,the Truth in Lending Act,Truth in Savings Act,Home Mortgage Disclosure Act,Fair Credit Reporting Act,Electronic Funds Transfer Act,Real Estate Settlement Procedures Act,Fair Debt Collections Practices Act,Equal Credit Opportunity Act and Fair Housing Act.The CFPB also has authority to tak

234、e enforcement actions to prevent and remedy acts and practices relating to consumer financial products and services that it deems to be unfair,deceptive or abusive,and to impose new disclosure requirements for any consumer financial product or service.The CFPB may issue regulations that impact produ

235、cts and services offered by PNC or PNC Bank.The regulations could reduce the fees that we receive,require that we provide additional consumer disclosures,alter the way we provide our products and services,impair our ability to compete with other providers of financial products or services,or expose

236、us to greater risk of private litigation or regulatory enforcement action.The CFPB has engaged in rulemakings that affect,among other things,consumer remittance transfers,the qualified mortgage definition under the Truth in Lending Act,the Home Mortgage Disclosure Act,the Fair Debt Collection Practi

237、ces Act,and payday,vehicle title,and certain high-cost installment loans and may establish,or modify,rules governing other aspects of consumer financial products or services in the future.Securities and Derivatives RegulationOur registered broker-dealers and investment adviser subsidiaries are subje

238、ct to the Exchange Act,and the Investment Advisers Act of 1940,respectively,and related rules and regulations promulgated by the SEC.These rules,for example,require that broker-dealers and investment advisers act in a customers best interest when making investment recommendations to retail customers

239、,which includes managing conflicts of interest,providing required disclosures and exercising a duty of care in making investment recommendations.FINRA is the primary self-regulatory organization for our registered broker-dealer subsidiaries.Our broker-dealer and investment adviser subsidiaries also

240、are subject to additional regulation by states or local jurisdictions.The SEC and FINRA have active enforcement functions that oversee broker-dealers and investment advisers and can bring actions that result in fines,restitution,a limitation on permitted activities,disqualification to continue to co

241、nduct certain activities and an inability to rely on certain favorable exemptions.Certain types of infractions and violations also can affect our ability to expeditiously issue new securities into the capital markets.In addition,certain changes in the activities of a broker-dealer require approval f

242、rom FINRA,and FINRA takes into account a variety of considerations in acting upon applications for such approval,including internal controls,capital levels,management experience and quality,prior enforcement and disciplinary history and supervisory concerns.The CFTC regulates swap dealers,other than

243、 security-based swap dealers,which are regulated by the SEC.PNC Bank is provisionally registered as a swap dealer with the CFTC.Because of the limited volume of our security-based swap dealing activities,PNC Bank has not registered(and currently does not intend to register)with the SEC as a security

244、-based swap dealer.PNC Banks derivatives and foreign exchange businesses are subject to the regulations and requirements imposed on CFTC-registered swap dealers,and the CFTC(and for certain delegated responsibilities,the National Futures Association)has a meaningful 10 The PNC Financial Services Gro

245、up,Inc.2022 Form 10-Ksupervisory role with respect to PNC Banks derivatives and foreign exchange businesses.The CFTCs regulations are intended to(i)address systemic risk issues,(ii)bring greater transparency to the derivatives and foreign exchange markets,(iii)provide enhanced disclosures and protec

246、tions to customers and(iv)promote market integrity.Among other things,these regulations(i)require that,absent certain specified exemptions,most standardized swaps be centrally cleared through a regulated clearing house and be traded on a centralized exchange or swap execution facility;(ii)subject PN

247、C Bank to capital requirements in excess of historical practice;(iii)subject PNC Bank to comprehensive recordkeeping,regulatory reporting and real-time public reporting requirements;(iv)subject PNC Bank to various business conduct requirements,including the provision of daily marks to counterparties

248、 and disclosing to counterparties(pre-execution)the material risks,material incentives and any conflicts of interest associated with their swap;(v)impose special duties on PNC Bank when transacting a swap with a“special entity”(e.g.,governmental agency(federal,state or local)or political subdivision

249、 thereof,pension plan or endowment);and(vi)impose margin requirements on certain swaps that are not centrally cleared through a regulated clearing house.The regulations and requirements applicable to PNC Bank,as a provisionally registered CFTC swap dealer,impose compliance burdens on PNC Bank and in

250、troduce additional legal risks(including as a result of applicable anti-fraud and anti-manipulation provisions and private rights of action).In addition,failure to comply with the“pay-to-play”regulations that govern our swap and municipal securities businesses could result in limitations on PNC Bank

251、s ability to conduct swap and municipal securities business with state or local governments and their authorities.Regulations of Other AgenciesIn addition to regulations issued by the federal banking,securities and derivatives regulators,we also are subject to regulations issued by other federal age

252、ncies with respect to certain financial products and services we offer.For example,certain of our fiduciary,brokerage and investment management activities are subject to regulations issued by the Department of Labor under ERISA and related provisions of the Internal Revenue Code.CompetitionWe are su

253、bject to intense competition from other regulated banking organizations,as well as various other types of financial institutions and non-bank entities that can offer a number of similar products and services without being subject to bank regulatory supervision and restrictions.Our businesses compete

254、 for deposits and/or loans with:Other commercial banks,Savings banks,Credit unions,Consumer finance companies,Leasing companies,Other non-bank lenders,Financial technology companies,Treasury management service companies,Insurance companies,Issuers of commercial paper and other securities,including m

255、utual funds,andOther international money transfer businesses.In providing asset management services,our businesses compete with:Investment management firms,Large banks and other financial institutions,Brokerage firms,Financial technology companies,Mutual fund complexes,andInsurance companies.Our var

256、ious non-bank businesses engaged in investment banking and alternative investment activities compete with:Commercial banks,Investment banking firms,Collateralized loan obligation managers,Hedge funds,Mutual fund complexes,Merchant banks,Insurance companies,Private equity firms,and The PNC Financial

257、Services Group,Inc.2022 Form 10-K 11Other investment vehicles.Competition is based on a number of factors including pricing,product structure,the range of products and services offered and the quality of customer service.Loan pricing,structure and credit standards are extremely important as we seek

258、to achieve appropriate risk-adjusted returns.Deposit-taking activities are also subject to pricing pressures and to customer migration as a result of intense competition for deposits and investments.Competitors may seek to compete with us through traditional channels such as physical locations or th

259、rough digital channels such as the internet or mobile applications.We include here by reference the additional information regarding competition and factors affecting our competitive position included in Item 1A Risk Factors of this Report.Human CapitalWe place great importance on having the right p

260、eople in the right roles,with the right skills,and doing their best work.By focusing on the growth and development of our talented team members,we believe we are best positioned to deliver results for our customers.We believe when our employees deliver for our customers,they deliver for our communit

261、ies and shareholders as well.PNC devotes substantial resources to managing and developing human capital.Our Board of Directors provides oversight of our human capital management strategies,programs and policies developed by our Chief Human Resources Officer and senior management team and is assisted

262、 by our Boards Nominating and Governance and Human Resources Committees.Our Management Level Executive Committee assists and makes recommendations to our Chief Executive Officer and Board of Directors on human capital matters.The Board of Directors also includes a Special Committee on Equity&Inclusi

263、on,which assists the Board in its oversight of managements equity and inclusion efforts.Additionally,under the leadership of the Chief Corporate Responsibility Officer,PNC operates a corporate responsibility department.The Chief Corporate Responsibility Officer is a member of the Executive Committee

264、,reporting directly to the Chief Executive Officer.The Board of Directors provides formal oversight of the companys corporate responsibility strategy and regularly reviews policies,programs and strategies foundational to the work of the corporate responsibility department.Additionally,our Corporate

265、Diversity Council is co-chaired by our Chief Executive Officer and Chief Diversity Officer and includes senior leaders from across the organization.The council is responsible for overseeing strategic corporate initiatives that impact the creation and sustainment of an inclusive corporate culture and

266、 a talented,diverse workforce.Employees totaled 61,545 at December 31,2022.This total included 59,894 full-time and 1,651 part-time employees,of which 32,467 full-time and 1,577 part-time employees were employed in our Retail Banking business.Part of PNCs ability to compete effectively depends on ou

267、r ability to attract new employees and retain and develop our existing employees.In support of our employees,our strategic human capital goals include:Advancing PNCs talent-focused culture by developing strong leaders who exemplify our Leadership Standards,a set of standards designed to hold manager

268、s accountable for intentional inclusion,living our corporate values,enabling change,achieving results and developing the best talent and providing them with the tools and insights to effectively manage our people.Focusing on the development and retention of diverse,high performing talent and providi

269、ng employees with opportunities for professional growth,career mobility and health and financial wellness.Supporting a strong,ethical culture anchored in our corporate values and doing the right thing for our employees,customers,communities and shareholders.Continuing to focus on improving workforce

270、 diversity and creating an equitable and inclusive work place.In managing our employees,we focus on these key factors:Recruiting,developing and retaining talent.We believe recruiting,developing and retaining talent starts with our leaders,and we measure our managers against our Leadership Standards.

271、Our talent priority is to invest in the development of our internal talent and to provide career advancement opportunities to our employees.We measure how many open requisitions we fill with internal candidates,participation in early career development programs and turnover.At our first-level and ab

272、ove career bands we fill approximately 56%of our open requisitions with internal candidates,which has a direct impact on our ability to retain and develop our people.In addition,we hire approximately 500 interns and 500 full-time development program associates each year from our 11 early career deve

273、lopment programs that support each of our lines of business and support areas.Diversity,equity and inclusion.We focus on attracting,developing and retaining a diverse workforce that reflects and is equipped to meet the needs of our diverse customer base.Based on employee self-disclosure,we measure r

274、epresentation of LGBTQ+,people with disabilities,veterans and women,and across all races and certain ethnicities.As of December 31,2022,approximately 59%of PNCs workforce and 51%of PNCs employees in managerial roles were women.People of color represented approximately 35%of PNCs workforce,including

275、26%of our employees in managerial roles,as of 12 The PNC Financial Services Group,Inc.2022 Form 10-KDecember 31,2022.As part of building a pipeline of diverse talent,73%of the early career development program participants in 2022 were diverse,including LGBTQ+,women,veterans,people of color and those

276、 with a disability.Total rewards.We are committed to providing competitive compensation and benefits programs as part of our overall strategy to retain and recruit diverse talent.We design our compensation and benefits programs to focus on three key aspects of employee well-being:health,money and qu

277、ality of life.These programs include competitive base salaries and,depending on eligibility,cash incentive and/or stock-based award opportunities,an Employee Stock Purchase Plan,a 401(k)Plan with employer match,a pension plan,healthcare,life insurance and disability benefits,health savings and depen

278、dent care flexible spending accounts,paid time off,paid maternity and parental leave,family care resources,flexible work schedules,a robust wellness program with incentives,adoption assistance,employee assistance programs and educational assistance,among others.Additionally,we conduct pay equity ana

279、lyses to determine if employees are being compensated fairly and consistently across roles.Employee engagement.Twice a year,PNC conducts employee surveys to measure employee engagement because we believe that engaged employees have lower attrition rates and improved customer outcomes.Climate Change

280、StrategyWe recognize that environmental issues,such as climate change,could pose significant financial,legal and reputational risk to PNC.We support the transition to a low-carbon economy by striving to manage our physical footprint in a sustainable manner,incorporating climate-related risk consider

281、ations into our ERM framework,integrating responsible investing strategies into our investment and portfolio management practices,and helping clients finance their own sustainability goals.These tenets have been incorporated into our Climate Action Strategy that was formalized at the start of 2022 t

282、o set us on a pathway to finance the transition to a low-carbon economy.Our approach will be iterative and flexible,highlighting five main areas:employee engagement;long-term collaboration with stakeholders,external partners and industry groups;support for our customers transition plans;executing on

283、 our own operation sustainability goals;and portfolio alignment over time,emphasizing climate risk identification and management,and financed emissions calculations as initial work sets.Our governance of climate issues seeks to ensure an appropriate balancing of environmental considerations with oth

284、er organizational priorities as we pursue our purpose of helping all of our stakeholders move forward financially.PNCs Board oversees the environmental,social and governance issues most relevant to PNCs business and our climate change-related efforts.Specific internal working groups,engaging with re

285、levant stakeholders within PNC,then carry out these efforts.In addition,we have an established risk management framework that helps identify,assess,monitor and report on environmental and social risks,including those related to climate change.PNCs recently established Climate Risk Committee specific

286、ally oversees the integration of climate-related risks into the ERM Framework.We assess climate change risks under two distinct categories:transition risks and physical risks.Transition risks are experienced as the world moves toward a low-carbon economy and becomes less reliant upon fossil fuels.Th

287、ey can be reputational in nature or driven by changes in the market,technology and/or policy.Because transition risks are typically experienced to a greater degree in the short-to medium-term,they are dependent upon near-term policy decisions.Physical risks arise from risks associated with natural p

288、erils,such as hurricanes,fires,floods and drought.Physical risks may increase due to a changing climate,and we believe such increased risks are realized to a greater degree in the medium-to long-term.Transition and physical risks each requires a different risk management approach,and we explore a ra

289、nge of possible outcomes to gain insight on how to best manage these risks.For more information on PNCs climate change-related risks,see Item 1A Risk Factors and the Credit Risk Management section of this Report.SEC Reports and Corporate Governance InformationWe are subject to the informational requ

290、irements of the Exchange Act and,in accordance with the Exchange Act,we file annual,quarterly and current reports,proxy statements,and other information with the SEC.Our SEC File Number is 001-09718.The SEC maintains a website at www.sec.gov that contains reports,including exhibits,proxy and informa

291、tion statements,and other information about issuers,like us,who file electronically with the SEC.You can also inspect reports,proxy statements and other information about us at the offices of the New York Stock Exchange,20 Broad Street,New York,New York 10005.We make our Annual Report on Form 10-K,Q

292、uarterly Reports on Form 10-Q,Current Reports on Form 8-K,and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a)or 15(d)of the Exchange Act available free of charge on our internet website as soon as reasonably practicable after we electronically file such mater

293、ial with,or furnish it to,the SEC.Our corporate internet address is ,and you can find this information at and bondholders may obtain copies of these filings without charge by contacting PNC Investor Relations at 800-843-2206 or via the request financial information form at for copies without exhibit

294、s,or via e-mail to The PNC Financial Services Group,Inc.2022 Form 10-K for copies of exhibits,including financial statement and schedule exhibits where applicable.The interactive data file(XBRL)exhibit is only available electronically.Information about our Board of Directors and its committees and c

295、orporate governance,including our PNC Code of Business Conduct and Ethics(as amended from time to time),is available on our website at addition,any future waivers from a provision of the PNC Code of Business Conduct and Ethics covering any of our directors or executive officers(including our princip

296、al executive officer,principal financial officer,and principal accounting officer or controller)will be posted at this internet address.Shareholders who would like to request printed copies of the PNC Code of Business Conduct and Ethics or our Corporate Governance Guidelines or the charters of our B

297、oards Audit,Nominating and Governance,Human Resources,or Risk Committees(all of which are posted on our website at do so by sending their requests to our Corporate Secretary at The PNC Financial Services Group,Inc at The Tower at PNC Plaza,300 Fifth Avenue,Pittsburgh,Pennsylvania 15222-2401.Copies w

298、ill be provided without charge.Internet InformationThe PNC Financial Services Group,Inc.s financial reports and information about its products and services are available on the internet at .We provide information for investors on our corporate website under“About Us Investor Relations.”We use our Tw

299、itter account,pncnews,as an additional way of disseminating to the public information that may be relevant to investors.We generally post the following under“About Us Investor Relations”shortly before or promptly following its first use or release:financially-related press releases,including earning

300、s releases and supplemental financial information,various SEC filings,including annual,quarterly and current reports and proxy statements,presentation materials associated with earnings and other investor conference calls or events,and access to live and recorded audio from earnings and other invest

301、or conference calls or events.In some cases,we may post the presentation materials for other investor conference calls or events several days prior to the call or event.For earnings and other conference calls or events,we generally include in our posted materials a cautionary statement regarding for

302、ward-looking and non-GAAP financial information,and we provide GAAP reconciliations when we include non-GAAP financial information.Such GAAP reconciliations may be in materials for the applicable presentation,in materials for prior presentations or in our annual,quarterly or current reports.When war

303、ranted,we will also use our website to expedite public access to time-critical information regarding PNC instead of using a press release or a filing with the SEC for first disclosure of the information.In some circumstances,the information may be relevant to investors but directed at customers,in w

304、hich case it may be accessed directly through the home page rather than“About Us-Investor Relations.”We are required to provide additional public disclosure regarding estimated income,losses and pro forma regulatory capital ratios under supervisory and PNC-developed hypothetical severely adverse eco

305、nomic scenarios,as well as information concerning our capital stress testing processes,pursuant to the stress testing regulations adopted by the Federal Reserve and the OCC.We are also required to make certain additional regulatory capital-related public disclosures about our capital structure,risk

306、exposures,risk assessment processes,risk-weighted assets and overall capital adequacy,including market risk-related disclosures,under the regulatory capital rules adopted by the Federal banking agencies.Similarly,the Federal Reserves rules require quantitative and qualitative disclosures about our L

307、CR and,beginning in 2023,our NSFR.Under these regulations,we may satisfy these requirements through postings on our website,and we have done so and expect to continue to do so without also providing disclosure of this information through filings with the SEC.Other information posted on our corporate

308、 website that may not be available in our filings with the SEC includes information relating to our corporate governance and annual communications from our chairman to shareholders.Where we have included internet addresses in this Report,such as our internet address and the internet address of the S

309、EC,we have included those internet addresses as inactive textual references only.Except as specifically incorporated by reference into this Report,information on those websites is not part hereof.14 The PNC Financial Services Group,Inc.2022 Form 10-KITEM 1A RISK FACTORSWe are subject to a number of

310、risks potentially impacting our business,financial condition,results of operations and cash flows.As a financial services company,certain elements of risk are inherent in what we do and the business decisions we make.Thus,we encounter risk as part of the normal course of our business,and we design r

311、isk management processes to help manage these risks.Our success is dependent on our ability to identify,understand and manage the risks presented by our business activities so that we can appropriately balance risk taking with revenue generation and profitability.We discuss our principal risk manage

312、ment oversight and processes and,in appropriate places,related historical performance and other metrics in the Risk Management section of this Report.The following are the material risk factors that affect us of which we are currently aware.Any one or more of these risk factors could have a material

313、 adverse impact on our business,financial condition,results of operations or cash flows.In addition,these risks present other possible adverse consequences,including those described below.These risk factors and other risks we face are also discussed further in other sections of this Report.Thus,the

314、risk factors below should not be considered a complete list of potential risks that we may face.SummaryThe following is a summary of the Risk Factors in this Item 1A:Our business and financial performance are vulnerable to the impact of adverse economic conditions.The policies of the Federal Reserve

315、 and other governmental agencies and the impact of government legislation,regulation and policy and other political factors on the economy,interest rates,overall financial market performance and banking organizations could have an adverse effect on our business and financial performance and our abil

316、ity to pay dividends or otherwise return capital to shareholders.A downgrade in our credit ratings could significantly impact our liquidity,funding costs and access to the capital markets.The scheduled cessation of LIBOR presents risks to the financial instruments originated,held or serviced by PNC

317、that use LIBOR as a reference rate.Climate change-related risks could adversely affect our business and performance,including indirectly through impacts on our customers.We are subject to risks related to the use of technology which is critical to our ability to maintain or enhance the competitivene

318、ss of our businesses and is dependent on having the right to use its underlying intellectual property.We could also suffer a material adverse impact from interruptions in the effective operation of our information systems and other technology,including as a result of third-party breaches of data sec

319、urity either at PNC or at third parties handling PNC information.Our business and financial results are subject to risks associated with the creditworthiness of our customers and counterparties,the concentration and mix of our assets,market interest rates and movements in those rates and changes in

320、the values of financial assets.We are subject to risks related to the selection of accounting methods,inaccurate estimates and assumptions and to risks related to poorly designed and implemented models that are extensively used in our business.We operate in a highly competitive environment and our s

321、uccess depends on our ability to attract and retain customers and talented employees and we are at risk for an adverse impact on our business due to damage to our reputation.We are subject to operational risks as a result of our dependence on the effectiveness and integrity of our employees and inte

322、rnal systems and on third-party vendors,service providers and other counterparties over whom we do not have direct control.We are subject to risks related to growing our business by acquiring other financial services business from time to time as these acquisitions present a number of risks and unce

323、rtainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into PNC after closing.Risks Related to the Economy and Other External Factors,Including RegulationOur business and financial performance are vulnerable to the impact of adverse econom

324、ic conditions.As a financial services company,our business and overall financial performance are affected to a significant extent by economic conditions,primarily in the U.S.Declining or adverse economic conditions and adverse changes in investor,consumer and business sentiment generally result in r

325、educed business activity,which may decrease the demand for our products and services or reduce the number of creditworthy borrowers.The ability of borrowers to repay loans is often weakened as a result of economic downturns and higher inflation and unemployment.This may be further exacerbated by the

326、 expiration of pandemic-related government assistance in the U.S.,which could lead to a decrease in economic activity and a deterioration in households finances,particularly if consumers also continue to face high inflation.In addition,periods of inflation may affect certain of our costs or expenses

327、(including increasing our cost of capital and labor),erode consumer and customer purchasing power,confidence and spending and may also reduce our tolerance for extending credit.Increases in costs or expenses impacting our customers operations and financial performance,such as the interest rates paya

328、ble on their debt obligations,could increase our credit risk or decrease the demand for our products and services.The PNC Financial Services Group,Inc.2022 Form 10-K 15While the U.S.economy has generally improved since the onset of the COVID-19 pandemic,we now operate in an uncertain economic enviro

329、nment as a result of the impacts of the pandemic and responsive measures to manage it,high inflation,supply chain disruptions,changes in the labor markets,volatile energy prices and geopolitical tensions(including as a result of the Russia-Ukraine conflict).These conditions may not abate in the near

330、 term,and their continuation could materially adversely affect our operations and financial performance.Such economic conditions also have led and may continue to lead to turmoil and volatility in financial markets,often with at least some financial asset categories losing value.Any of these effects

331、 would likely have an adverse impact on our operations and financial performance,with the significance of the impact generally depending on the nature and severity of the adverse economic conditions.Even when economic conditions are relatively good or stable,specific economic factors can negatively

332、affect our business and performance.This can be especially true when the factors relate to particular segments of the economy.For example,shifting consumer behavior with respect to retail purchases being made over the internet rather than in physical stores has negatively impacted performance by som

333、e retailers.This likely decreases demand for financial services in that sector,possibly harming the creditworthiness of some shopping mall operators,retail companies and others with whom we do business.As another example,we could experience an increase in credit losses as a result of structural and secular changes fostered by the pandemic for certain sectors of the economy.In addition,remote work