X0306 4 2018-02-14 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001198053 DEMCHAK WILLIAM S THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH PA 15222-2707 0 1 0 0 President/CEO $5 Par Common Stock 2018-02-14 4 A 0 37670 0.00 A 549737 D $5 Par Common Stock 2018-02-14 4 F 0 17133 158.27 D 532604 D $5 Par Common Stock 2124 I 401(k) Plan On February 14, 2018, 37,670 shares of PNC common stock vested after the Personnel and Compensation Committee of the PNC Board of Directors approved a payout of 107.18% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 13, 2015 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares pf PNC common stock (if PNC meets specific performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level). Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 14, 2018 and granted on February 13, 2015. 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. Christi Davis, Attorney-in-Fact for William S. Demchak 2018-02-16