X0306 4 2015-02-09 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001194841 GUYAUX JOSEPH C ONE PNC PLAZA 249 FIFTH AVENUE PITTSBURGH PA 15222-2707 0 1 0 0 Senior Vice Chairman $5 Par Common Stock 2015-02-09 4 A 0 4433 0.00 A 51394 D $5 Par Common Stock 2015-02-09 4 F 0 1396 89.845 D 49998 D $5 Par Common Stock 2015-02-09 4 A 0 3631 0.00 A 53629 D $5 Par Common Stock 2015-02-09 4 F 0 1269 89.845 D 52360 D $5 Par Common Stock 580 I 401(k) Plan On February 9, 2015, 4,433 shares of PNC Common Stock vested following the approval of Personnel and Compensation Committee of the PNC Board of Directors on January 28, 2015 of a payout of 120.32% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 9, 2011 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC's total shareholder return for the prior year. Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 9, 2015 and granted on February 9, 2011. On February 9, 2015, 3,631 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 28, 2015 of a payout of 120.32% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 9, 2011 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% target) or increased (up to 125% of target), based on PNC's total shareholder return for the prior fiscal year. The amount of securities beneficially owned represents the number of shares of common stock indirectly held for the account of the reporting person under The PNC Financial Services Group, Inc. ("PNC") Incentive Savings Plan (the "ISP"). Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund, approximately 98% of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the unitized fund investment option that are deemed to be invested in PNC common stock may vary from time to time. See attached footnotes page. Rachel L. Smydo, Attorney-in-Fact for Joseph C. Guyaux 2015-02-11