Form 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2014

or

 

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

For the transition period from              to             

Commission file number 001-09718

The PNC Financial Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   25-1435979

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707

(Address of principal executive offices, including zip code)

(412) 762-2000

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

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

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

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

As of April 20, 2014, there were 534,128,758 shares of the registrant’s common stock ($5 par value) outstanding.

 

 

 


THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to First Quarter 2014 Form 10-Q

 

     Pages  

PART I – FINANCIAL INFORMATION

  

Item 1.      Financial Statements (Unaudited).

  

Consolidated Income Statement

     59   

Consolidated Statement of Comprehensive Income

     60   

Consolidated Balance Sheet

     61   

Consolidated Statement Of Cash Flows

     62   

Notes To Consolidated Financial Statements (Unaudited)

  

Note 1   Accounting Policies

     64   

Note 2   Loan Sale and Servicing Activities and Variable Interest Entities

     69   

Note 3   Loans and Commitments to Extend Credit

     74   

Note 4   Asset Quality

     75   

Note 5   Purchased Loans

     87   

Note 6    Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit

     88   

Note 7   Investment Securities

     91   

Note 8   Fair Value

     96   

Note 9   Goodwill and Other Intangible Assets

     108   

Note 10 Capital Securities of a Subsidiary Trust and Perpetual Trust Securities

     111   

Note 11 Certain Employee Benefit And Stock Based Compensation Plans

     111   

Note 12 Financial Derivatives

     113   

Note 13 Earnings Per Share

     121   

Note 14 Total Equity And Other Comprehensive Income

     122   

Note 15 Income Taxes

     125   

Note 16 Legal Proceedings

     125   

Note 17 Commitments and Guarantees

     127   

Note 18 Segment Reporting

     131   

Note 19 Subsequent Events

     133   

Statistical Information (Unaudited)

  

Average Consolidated Balance Sheet And Net Interest Analysis

     134   

Estimated Pro forma Fully Phased-In Basel III Common Equity Tier 1 Capital Ratio – 2013 Periods

     136   

2013 Basel I Tier 1 Common Capital Ratio

     136   

Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations.

  

Financial Review

     1   

Consolidated Financial Highlights

     1   

Executive Summary

     3   

Consolidated Income Statement Review

     8   

Consolidated Balance Sheet Review

     11   

Off-Balance Sheet Arrangements and Variable Interest Entities

     19   

Fair Value Measurements

     20   

European Exposure

     21   

Business Segments Review

     21   

Critical Accounting Estimates and Judgments

     30   

Status Of Qualified Defined Benefit Pension Plan

     31   

Recourse And Repurchase Obligations

     31   

Risk Management

     33   

Internal Controls And Disclosure Controls And Procedures

     52   

Glossary Of Terms

     52   

Cautionary Statement Regarding Forward-Looking Information

     57   

Item 3.       Quantitative and Qualitative Disclosures About Market Risk.

     34-52, 96-108, 113-121   

Item 4.      Controls and Procedures.

     52   

PART II – OTHER INFORMATION

  

Item 1.      Legal Proceedings.

     137   

Item 1A.  Risk Factors.

     137   

Item 2.       Unregistered Sales Of Equity Securities And Use Of Proceeds.

     137   

Item 6.      Exhibits.

     137   

Exhibit Index.

     137   

Corporate Information

     138   

Signature

     139   


THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to First Quarter 2014 Form 10-Q (continued)

 

MD&A TABLE REFERENCE

 

Table

  

Description

   Page  

1

  

Consolidated Financial Highlights

     1   

2

  

Summarized Average Balance Sheet

     7   

3

  

Results Of Businesses – Summary

     8   

4

  

Net Interest Income and Net Interest Margin

     8   

5

  

Noninterest Income

     9   

6

  

Summarized Balance Sheet Data

     11   

7

  

Details Of Loans

     12   

8

  

Accretion – Purchased Impaired Loans

     13   

9

  

Purchased Impaired Loans – Accretable Yield

     13   

10

  

Valuation of Purchased Impaired Loans

     13   

11

  

Weighted Average Life of the Purchased Impaired Portfolios

     14   

12

  

Accretable Difference Sensitivity – Total Purchased Impaired Loans

     14   

13

  

Net Unfunded Credit Commitments

     14   

14

  

Investment Securities

     15   

15

  

Loans Held For Sale

     16   

16

  

Details Of Funding Sources

     17   

17

  

Shareholders’ Equity

     17   

18

  

Basel III Capital

     18   

19

  

Fair Value Measurements – Summary

     20   

20

  

Summary of European Exposure

     21   

21

  

Retail Banking Table

     22   

22

  

Corporate & Institutional Banking Table

     24   

23

  

Asset Management Group Table

     26   

24

  

Residential Mortgage Banking Table

     27   

25

  

BlackRock Table

     28   

26

  

Non-Strategic Assets Portfolio Table

     29   

27

  

Pension Expense – Sensitivity Analysis

     31   

28

  

Analysis of Quarterly Residential Mortgage Repurchase Claims by Vintage

     32   

29

   Analysis of Quarterly Residential Mortgage Unresolved Asserted Indemnification and Repurchase Claims      32   

30

  

Analysis of Residential Mortgage Indemnification and Repurchase Claim Settlement Activity

     33   

31

  

Nonperforming Assets By Type

     35   

32

  

OREO and Foreclosed Assets

     36   

33

  

Change in Nonperforming Assets

     36   

34

  

Accruing Loans Past Due 30 To 59 Days

     37   

35

  

Accruing Loans Past Due 60 To 89 Days

     37   

36

  

Accruing Loans Past Due 90 Days Or More

     38   

37

  

Home Equity Lines of Credit – Draw Period End Dates

     39   

38

  

Consumer Real Estate Related Loan Modifications

     40   

39

  

Consumer Real Estate Related Loan Modifications Re-Default by Vintage

     40   

40

  

Summary of Troubled Debt Restructurings

     41   

41

  

Loan Charge-Offs And Recoveries

     42   

42

  

Allowance for Loan and Lease Losses

     43   

43

  

Credit Ratings as of March 31, 2014 for PNC and PNC Bank, N.A.

     47   

44

  

Contractual Obligations

     47   

45

  

Other Commitments

     47   

46

  

Interest Sensitivity Analysis

     48   

47

  

Net Interest Income Sensitivity to Alternative Rate Scenarios (First Quarter 2014)

     48   

48

  

Alternate Interest Rate Scenarios: One Year Forward

     49   

49

  

Enterprise-Wide Gains/Losses Versus Value-at-Risk

     49   

50

  

Customer-Related Trading Revenue

     49   

51

  

Equity Investments Summary

     50   

52

  

Financial Derivatives Summary

     51   


THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to First Quarter 2014 Form 10-Q (continued)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE

 

Table

  

Description

   Page  

53

  

Certain Financial Information and Cash Flows Associated with Loan Sale and Servicing Activities

     70   

54

   Principal Balance, Delinquent Loans (Loans 90 Days or More Past Due), and Net Charge-offs Related to Serviced Loans      71   

55

  

Consolidated VIEs – Carrying Value

     72   

56

  

Non-Consolidated VIEs

     72   

57

  

Loans Summary

     74   

58

  

Net Unfunded Credit Commitments

     75   

59

  

Analysis of Loan Portfolio

     76   

60

  

Nonperforming Assets

     77   

61

  

Commercial Lending Asset Quality Indicators

     78   

62

  

Home Equity and Residential Real Estate Balances

     79   

63

   Home Equity and Residential Real Estate Asset Quality Indicators – Excluding Purchased Impaired Loans      80   

64

  

Home Equity and Residential Real Estate Asset Quality Indicators – Purchased Impaired Loans

     81   

65

  

Credit Card and Other Consumer Loan Classes Asset Quality Indicators

     83   

66

  

Summary of Troubled Debt Restructurings

     84   

67

  

Financial Impact and TDRs by Concession Type

     84   

68

  

TDRs that were Modified in the Past Twelve Months which have Subsequently Defaulted

     85   

69

  

Impaired Loans

     86   

70

  

Purchased Impaired Loans – Balances

     87   

71

  

Purchased Impaired Loans – Accretable Yield

     88   

72

  

Rollforward of Allowance for Loan and Lease Losses and Associated Loan Data

     89   

73

  

Rollforward of Allowance for Unfunded Loan Commitments and Letters of Credit

     90   

74

  

Investment Securities Summary

     91   

75

  

Gross Unrealized Loss and Fair Value of Securities Available for Sale

     93   

76

   Credit Impairment Assessment Assumptions – Non-Agency Residential Mortgage-Backed and Asset-Backed Securities      94   

77

  

Rollforward of Cumulative OTTI Credit Losses Recognized in Earnings

     95   

78

  

Gains (Losses) on Sales of Securities Available for Sale

     95   

79

  

Contractual Maturity of Debt Securities

     95   

80

  

Weighted-Average Expected Maturity of Mortgage and Other Asset-Backed Debt Securities

     96   

81

  

Fair Value of Securities Pledged and Accepted as Collateral

     96   

82

  

Fair Value Measurements – Recurring Basis Summary

     98   

83

  

Reconciliation of Level 3 Assets and Liabilities

     99   

84

  

Fair Value Measurements – Recurring Quantitative Information

     102   

85

  

Fair Value Measurements – Nonrecurring

     104   

86

  

Fair Value Measurements – Nonrecurring Quantitative Information

     104   

87

  

Fair Value Option – Changes in Fair Value

     105   

88

  

Fair Value Option – Fair Value and Principal Balances

     106   

89

  

Additional Fair Value Information Related to Financial Instruments

     107   

90

  

Goodwill by Business Segment

     108   

91

  

Other Intangible Assets

     108   

92

  

Amortization Expense on Existing Intangible Assets

     108   

93

  

Summary of Changes in Customer-Related and Other Intangible Assets

     109   

94

  

Commercial Mortgage Servicing Rights Accounted for at Fair Value

     109   

95

  

Commercial Mortgage Servicing Rights Accounted for Under the Amortization Method

     109   

96

  

Residential Mortgage Servicing Rights

     110   

97

  

Commercial Mortgage Loan Servicing Rights – Key Valuation Assumptions

     110   

98

  

Residential Mortgage Loan Servicing Rights – Key Valuation Assumptions

     110   

99

  

Fees from Mortgage Loan Servicing

     110   

100

  

Net Periodic Pension and Postretirement Benefits Costs

     111   

101

  

Option Pricing Assumptions

     112   

102

  

Stock Option Rollforward

     112   


THE PNC FINANCIAL SERVICES GROUP, INC.

Cross-Reference Index to First Quarter 2014 Form 10-Q (continued)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TABLE REFERENCE (Continued)

 

Table

  

Description

   Page  

103

   Nonvested Incentive/Performance Unit Share Awards and Restricted Stock/Share Unit Awards – Rollforward      112   

104

  

Nonvested Cash-Payable Incentive/Performance Units and Restricted Share Units – Rollforward

     113   

105

  

Total Gross Derivatives

     113   

106

  

Derivatives Designated As Hedging Instruments under GAAP

     114   

107

  

Gains (Losses) on Derivatives and Related Hedged Items – Fair Value Hedges

     114   

108

  

Gains (Losses) on Derivatives and Related Cash Flows – Cash Flow Hedges

     115   

109

  

Gains (Losses) on Derivatives – Net Investment Hedges

     115   

110

  

Derivatives Not Designated As Hedging Instruments under GAAP

     116   

111

  

Gains (Losses) on Derivatives Not Designated As Hedging Instruments under GAAP

     117   

112

  

Credit Default Swaps

     118   

113

  

Credit Ratings of Credit Default Swaps

     118   

114

  

Referenced/Underlying Assets of Credit Default Swaps

     118   

115

  

Risk Participation Agreements Sold

     118   

116

  

Internal Credit Ratings of Risk Participation Agreements Sold

     119   

117

  

Derivative Assets and Liabilities Offsetting

     120   

118

  

Basic and Diluted Earnings per Common Share

     121   

119

  

Rollforward of Total Equity

     122   

120

  

Other Comprehensive Income

     123   

121

  

Accumulated Other Comprehensive Income (Loss) Components

     124   

122

  

Net Operating Loss Carryforwards and Tax Credit Carryforwards

     125   

123

  

Net Outstanding Standby Letters of Credit

     127   

124

  

Analysis of Commercial Mortgage Recourse Obligations

     129   

125

  

Analysis of Indemnification and Repurchase Liability for Asserted Claims and Unasserted Claims

     129   

126

  

Reinsurance Agreements Exposure

     130   

127

  

Reinsurance Reserves – Rollforward

     130   

128

  

Resale and Repurchase Agreements Offsetting

     131   

129

  

Results Of Businesses

     133   


FINANCIAL REVIEW

THE PNC FINANCIAL SERVICES GROUP, INC.

This Financial Review, including the Consolidated Financial Highlights, should be read together with our unaudited Consolidated Financial Statements and unaudited Statistical Information included elsewhere in this Report and with Items 6, 7, 8 and 9A of our 2013 Annual Report on Form 10-K (2013 Form 10-K). We have reclassified certain prior period amounts to conform with the current period presentation, which we believe is more meaningful to readers of our consolidated financial statements. Prior period amounts have also been updated to reflect the first quarter 2014 adoption of Accounting Standards Update (ASU) 2014-01 related to investments in low income housing tax credits. See Note 1 Accounting Policies in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report for more detail. For information regarding certain business, regulatory and legal risks, see the following sections as they appear in this Report and in our 2013 Form 10-K: the Risk Management and Recourse And Repurchase Obligations sections of the Financial Review portion of this Report and of Item 7 of our 2013 Form 10-K, respectively; Item 1A Risk Factors included in our 2013 Form 10-K; and the Legal Proceedings and Commitments and Guarantees Notes of the Notes To Consolidated Financial Statements included in the respective report. Also, see the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and the Critical Accounting Estimates And Judgments section in this Financial Review and in our 2013 Form 10-K for certain other factors that could cause actual results or future events to differ, perhaps materially, from historical performance and from those anticipated in the forward-looking statements included in this Report. See Note 18 Segment Reporting in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report for a reconciliation of total business segment earnings to total PNC consolidated net income as reported on a GAAP basis.

TABLE 1: CONSOLIDATED FINANCIAL HIGHLIGHTS

 

Dollars in millions, except per share data

Unaudited

   Three months ended
March 31
 
   2014     2013  

Financial Results (a)

      

Revenue

      

Net interest income

   $ 2,195     $ 2,389  

Noninterest income

     1,582       1,566  

Total revenue

     3,777       3,955  

Noninterest expense (b)

     2,264       2,368  

Pretax, pre-provision earnings (c)

     1,513       1,587  

Provision for credit losses

     94       236  

Income before income taxes and noncontrolling interests

   $ 1,419     $ 1,351  

Net income (b)

   $ 1,060     $ 995  

Less:

      

Net income (loss) attributable to noncontrolling interests (b)

     (2     (8

Preferred stock dividends and discount accretion and redemptions

     70       75  

Net income attributable to common shareholders

   $ 992     $ 928  

Diluted earnings per common share

   $ 1.82     $ 1.74  

Cash dividends declared per common share

   $ .44     $ .40  

Performance Ratios

      

Net interest margin (d)

     3.26     3.81

Noninterest income to total revenue

     42       40  

Efficiency

     60       60  

Return on:

      

Average common shareholders’ equity

     10.36       10.58  

Average assets

     1.35       1.33  

See page 52 for a glossary of certain terms used in this Report.

(a) The Executive Summary and Consolidated Income Statement Review portions of the Financial Review section of this Report provide information regarding items impacting the comparability of the periods presented.
(b) Prior period amounts have been updated to reflect the first quarter 2014 adoption of Accounting Standards Update (ASU) 2014-01 related to investments in low income housing tax credits.
(c) We believe that pretax, pre-provision earnings, a non-GAAP measure, is useful as a tool to help evaluate the ability to provide for credit costs through operations.
(d) Calculated as annualized taxable-equivalent net interest income divided by average earning assets. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. This adjustment is not permitted under generally accepted accounting principles (GAAP) in the Consolidated Income Statement. The taxable-equivalent adjustments to net interest income for the three months ended March 31, 2014 and March 31, 2013 were $46 million and $40 million, respectively.

 

The PNC Financial Services Group, Inc. – Form 10-Q    1


TABLE 1: CONSOLIDATED FINANCIAL HIGHLIGHTS (CONTINUED) (a)

 

Unaudited    March 31
2014
    December 31
2013
    March 31
2013
 

Balance Sheet Data (dollars in millions, except per share data)

        

Assets (b)

   $ 323,423     $ 320,192     $ 300,718  

Loans

     198,242       195,613       186,504  

Allowance for loan and lease losses

     3,530       3,609       3,828  

Interest-earning deposits with banks (c)

     14,877       12,135       1,541  

Investment securities

     58,644       60,294       59,361  

Loans held for sale

     2,102       2,255       3,295  

Goodwill and other intangible assets

     11,189       11,290       10,996  

Equity investments (b) (d)

     10,337       10,560       10,914  

Other assets

     23,315       22,552       24,470  
 

Noninterest-bearing deposits

     70,063       70,306       64,652  

Interest-bearing deposits

     152,319       150,625       146,968  

Total deposits

     222,382       220,931       211,620  

Transaction deposits

     188,105       186,391       175,407  

Borrowed funds

     46,806       46,105       37,647  

Total shareholders’ equity (b)

     43,321       42,334       39,598  

Common shareholders’ equity (b)

     39,378       38,392       36,006  

Accumulated other comprehensive income

     656       436       767  
 

Book value per common share

   $ 73.73     $ 72.07     $ 68.10  

Common shares outstanding (millions)

     534       533       529  

Loans to deposits

     89     89     88
 

Client Assets (billions)

        

Discretionary assets under management

   $ 130     $ 127     $ 118  

Nondiscretionary assets under administration

     125       120       118  

Total assets under administration

     255       247       236  

Brokerage account assets

     41       41       39  

Total client assets

   $ 296     $ 288     $ 275  
 

Capital Ratios

        

Transitional Basel III (e) (f)

        

Common equity Tier 1 (g)

     10.8     N/A (h)      N/A   

Tier 1 risk-based

     12.6       N/A        N/A   

Total capital risk-based

     15.8       N/A        N/A   

Leverage

     11.1       N/A        N/A   
 

Pro forma Fully Phased-In Basel III (f) (i)

        

Common equity Tier 1 (g)

     9.7     9.4     8.0
 

Common shareholders’ equity to assets

     12.2     12.0     12.0
 

Asset Quality

        

Nonperforming loans to total loans

     1.49     1.58     1.83

Nonperforming assets to total loans, OREO and foreclosed assets

     1.66       1.76       2.10  

Nonperforming assets to total assets

     1.02       1.08       1.31  

Net charge-offs to average loans (for the three months ended) (annualized) (j)

     .38       .39       .99  

Allowance for loan and lease losses to total loans

     1.78       1.84       2.05  

Allowance for loan and lease losses to nonperforming loans (k)

     120     117     112

Accruing loans past due 90 days or more (in millions)

   $ 1,310     $ 1,491     $ 1,906  
(a) The Executive Summary and Consolidated Balance Sheet Review portions of the Financial Review section of this Report provide information regarding items impacting the comparability of the periods presented.
(b) Prior period amounts have been updated to reflect the first quarter 2014 adoption of ASU 2014-01 related to investments in low income housing tax credits.
(c) Amounts include balances held with the Federal Reserve Bank of Cleveland of $14.5 billion, $11.7 billion and $1.1 billion as of March 31, 2014, December 31, 2013 and March 31, 2013, respectively.
(d) Amounts include our equity interest in BlackRock.
(e) Calculated using the regulatory capital methodology applicable to PNC during 2014.
(f) See Basel III Capital discussion in the Capital portion of the Consolidated Balance Sheet Review section of this Financial Review and the capital discussion in the Banking Regulation and Supervision section of Item 1 Business in our 2013 Form 10-K. See also the Estimated Pro forma Fully Phased-In Basel III Common Equity Tier 1 Capital Ratio – 2013 Periods table in the Statistical Information section of this Report for a reconciliation of the 2013 periods’ ratios.
(g) The Basel III common equity Tier 1 capital ratio was previously referred to as the Basel III Tier 1 common capital ratio.
(h) Our 2013 Form 10-K included a pro forma illustration of the Transitional Basel III common equity Tier 1 capital ratio using December 31, 2013 data and the Basel III phase-in schedule in effect for 2014 and information regarding our Basel I capital ratios, which applied to PNC in 2013. See also the 2013 Basel I Tier 1 Common Capital Ratio Table in the Statistical Information section of this Report.
(i) Ratios as of December 31, 2013 and March 31, 2013 have not been updated to reflect the first quarter 2014 adoption of ASU 2014-01 related to investments in low income housing tax credits.
(j) Pursuant to alignment with interagency guidance on practices for loans and lines of credit related to consumer lending in the first quarter of 2013, additional charge-offs of $134 million were taken. Excluding the impact of these additional charge-offs, annualized net charge-offs to average loans for the first quarter 2013 was 0.70%.
(k) The allowance for loan and lease losses includes impairment reserves attributable to purchased impaired loans. Nonperforming loans exclude certain government insured or guaranteed loans, loans held for sale, loans accounted for under the fair value option and purchased impaired loans.

 

2    The PNC Financial Services Group, Inc. – Form 10-Q


EXECUTIVE SUMMARY

PNC is one of the largest diversified financial services companies in the United States and is headquartered in Pittsburgh, Pennsylvania.

PNC has businesses engaged in retail banking, corporate and institutional banking, asset management and residential mortgage banking, providing many of its products and services nationally, as well as other products and services in PNC’s primary geographic markets located in Pennsylvania, Ohio, New Jersey, Michigan, Illinois, Maryland, Indiana, North Carolina, Florida, Kentucky, Washington, D.C., Delaware, Alabama, Virginia, Missouri, Georgia, Wisconsin and South Carolina. PNC also provides certain products and services internationally.

KEY STRATEGIC GOALS

At PNC we manage our company for the long term. We are focused on the fundamentals of growing customers, loans, deposits and fee revenue and improving profitability, while investing for the future and managing risk, expenses and capital. We continue to invest in our products, markets and brand, and embrace our corporate responsibility to the communities where we do business.

We strive to expand and deepen customer relationships by offering a broad range of fee-based and credit products and services. We are focused on delivering those products and services where, when and how our customers want to receive them with the goal of offering insight that reflects their specific needs. Our approach is concentrated on organically growing and deepening client relationships that meet our risk/return measures. Our strategies for growing fee income across our lines of business are focused on achieving deeper market penetration and cross selling our diverse product mix.

Our strategic priorities are designed to enhance value over the long term. A key priority is to drive growth in acquired and underpenetrated markets, including in the Southeast. In addition, we are seeking to attract more of the investable assets of new and existing clients. PNC is focused on redefining our retail banking business to a more customer-centric and sustainable model while lowering delivery costs as customer banking preferences evolve. We are also working to build a stronger residential mortgage banking business with the goal of becoming the provider of choice for our customers. Additionally, we continue to focus on expense management while bolstering critical infrastructure and streamlining our processes.

Our capital priorities are to support client growth and business investment, maintain appropriate capital in light of economic uncertainty and the Basel III framework and return excess capital to shareholders, in accordance with the capital plan included in our 2014 Comprehensive Capital Analysis and Review (CCAR) submission to the Board of Governors of the

Federal Reserve System (Federal Reserve). We continue to improve our capital levels and ratios through retention of quarterly earnings and expect to build capital through retention of future earnings. PNC continues to maintain adequate liquidity positions at both PNC and PNC Bank, National Association (PNC Bank, N.A.). For more detail, see the Capital and Liquidity Actions portion of this Executive Summary, the Funding and Capital Sources portion of the Consolidated Balance Sheet Review section and the Liquidity Risk Management portion of the Risk Management section of this Financial Review and the Supervision and Regulation section in Item 1 Business of our 2013 Form 10-K.

PNC faces a variety of risks that may impact various aspects of our risk profile from time to time. The extent of such impacts may vary depending on factors such as the current economic, political and regulatory environment, merger and acquisition activity and operational challenges. Many of these risks and our risk management strategies are described in more detail in our 2013 Form 10-K and elsewhere in this Report.

RECENT MARKET AND INDUSTRY DEVELOPMENTS

There have been numerous legislative and regulatory developments and dramatic changes in the competitive landscape of our industry over the last several years. The United States and other governments have undertaken major reform of the regulation of the financial services industry, including engaging in new efforts to impose requirements designed to strengthen the stability of the financial system and protect consumers and investors. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), enacted in July 2010, mandates the most wide-ranging overhaul of financial industry regulation in decades. Many parts of the law are now in effect, and others are now in the implementation stage, which is likely to continue for several years. We expect to face further increased regulation of our industry as a result of Dodd-Frank as well as other current and future initiatives intended to enhance the regulation of financial services companies, the stability of the financial system, the protection of consumers and investors, and the liquidity and solvency of financial institutions and markets. We also expect in many cases more intense scrutiny from our supervisors in the examination process and more aggressive enforcement of regulations on both the federal and state levels. Compliance with new regulations will increase our costs and reduce our revenue. Some new regulations may limit our ability to pursue certain desirable business opportunities.

The Federal Reserve on April 7, 2014 announced its intent to give banking entities an additional two years (i.e., until July 21, 2017) to conform their ownership interests in and sponsorship of certain collateralized loan obligations (CLOs) that are treated as covered funds to the requirements of section 619 of Dodd-Frank (commonly known as the Volcker Rule). These extensions will allow more time for PNC’s senior debt interests in CLOs that may be considered covered

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    3


funds to pay down over time before compliance is required, and should reduce the potential for adverse consequences that otherwise might result from a forced sale or restructuring of these investments due to the Volcker Rule.

On April 8, 2014, the Federal Deposit Insurance Corporation, the Federal Reserve and the Office of the Comptroller of the Currency (collectively the “banking agencies”) requested public comment on a notice of proposed rulemaking that would revise the denominator of the supplementary leverage ratio adopted by the banking agencies in July 2013 for banking organizations, such as PNC, subject to the advanced approaches framework to determine risk-based capital. The proposal, among other things, would modify (and in many cases reduce) the credit conversion factors applied to certain off-balance sheet exposures and would revise the treatment of derivatives and certain securities financing transactions. The proposal also would expand the supplementary leverage-related disclosures that covered banking organizations are required to make starting January 1, 2015. Comments on the proposal are due June 13, 2014.

Also on April 8, 2014, the banking agencies released final rules imposing a higher supplementary leverage ratio requirement on bank holding companies with total consolidated assets of more than $700 billion or assets under custody of more than $10 trillion, as well as the insured depository institution subsidiaries of these bank holding companies. Based on the asset and custody thresholds adopted in the final rules, these higher supplementary leverage requirements do not apply to PNC or PNC Bank, N.A.

On March 26, 2014, the Federal Reserve announced the results of its 2014 Comprehensive Capital Analysis and Review exercise (“CCAR 2014”). Of the 30 bank holding companies participating in CCAR 2014, the Federal Reserve announced that it did not object to the capital plans of 25 bank holding companies (including PNC) and objected to the capital plans of five bank holding companies (four for qualitative reasons and one due to the institution’s projected failure to meet the applicable minimum, post-stress capital ratios). In connection with the announcement of these results, the Federal Reserve emphasized that its qualitative assessment of a bank holding company’s capital planning and stress testing processes—which includes an assessment of the extent to which these processes capture and appropriately address potential risks across the organization, the robustness of the organization’s capital planning process, and corporate governance and internal controls over capital planning—is a critical component of the Federal Reserve’s CCAR review process.

On July 31, 2013, the U.S. District Court for the District of Columbia granted summary judgment to the plaintiffs in NACS, et al. v. Board of Governors of the Federal Reserve System. The decision vacated the debit card interchange and network processing rules that went into effect in October 2011

and that were adopted by the Federal Reserve to implement provisions of Dodd-Frank. The court found among other things that the debit card interchange fees permitted under the rules allowed card issuers to recover costs that were not permitted by the statute. The court stayed its decision pending appeal, and the United States Court of Appeals for the District of Columbia Circuit granted an expedited appeal. In March 2014, the court of appeals reversed the district court. It upheld the Federal Reserve’s network processing rule and upheld its interchange fee rule except as to the issue of transaction monitoring costs, and remanded that issue back to the Federal Reserve for further explanation. The court’s mandate has not yet been issued and the plaintiffs could seek rehearing from the court of appeals or review from the United States Supreme Court.

For additional information concerning recent legislative and regulatory developments, as well as certain governmental, legislative and regulatory inquiries and investigations that may affect PNC, please see the Supervision and Regulation section of Item 1 Business, Item 1A Risk Factors, Recent Market and Industry Developments in the Executive Summary section of Item 7, and Note 23 Legal Proceedings and Note 24 Commitments and Guarantees in the Notes To Consolidated Financial Statements in Item 8 of our 2013 Form 10-K, as well as Note 16 Legal Proceedings and Note 17 Commitments and Guarantees in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.

KEY FACTORS AFFECTING FINANCIAL PERFORMANCE

Our financial performance is substantially affected by a number of external factors outside of our control, including the following:

   

General economic conditions, including the continuity, speed and stamina of the current U.S. economic expansion in general and on our customers in particular,

   

The monetary policy actions and statements of the Federal Reserve and the Federal Open Market Committee (FOMC),

   

The level of, and direction, timing and magnitude of movement in, interest rates and the shape of the interest rate yield curve,

   

The functioning and other performance of, and availability of liquidity in, the capital and other financial markets,

   

Loan demand, utilization of credit commitments and standby letters of credit, and asset quality,

   

Customer demand for non-loan products and services,

   

Changes in the competitive and regulatory landscape and in counterparty creditworthiness and performance as the financial services industry restructures in the current environment,

   

The impact of the extensive reforms enacted in the Dodd-Frank legislation and other legislative, regulatory and administrative initiatives and actions,

 

 

4    The PNC Financial Services Group, Inc. – Form 10-Q


   

including those outlined elsewhere in this Report, in our 2013 Form 10-K and in our other SEC filings, and

   

The impact of market credit spreads on asset valuations.

In addition, our success will depend upon, among other things:

   

Focused execution of strategic priorities for organic customer growth opportunities,

   

Further success in growing profitability through the acquisition and retention of customers and deepening relationships,

   

Driving growth in acquired and underpenetrated geographic markets, including our Southeast markets,

   

Our ability to effectively manage PNC’s balance sheet and generate net interest income,

   

Revenue growth from fee income and our ability to provide innovative and valued products to our customers,

   

Our ability to utilize technology to develop and deliver products and services to our customers and protect PNC’s systems and customer information,

   

Our ability to enhance our critical infrastructure and streamline our core processes,

   

Our ability to manage and implement strategic business objectives within the changing regulatory environment,

   

A sustained focus on expense management,

   

Improving our overall asset quality,

   

Managing the non-strategic assets portfolio and impaired assets,

   

Continuing to maintain and grow our deposit base as a low-cost funding source,

   

Prudent risk and capital management related to our efforts to manage risk to acceptable levels and to meet evolving regulatory capital and liquidity standards,

   

Actions we take within the capital and other financial markets,

   

The impact of legal and regulatory-related contingencies, and

   

The appropriateness of reserves needed for critical accounting estimates and related contingencies.

For additional information, please see the Cautionary Statement Regarding Forward-Looking Information section in this Financial Review and Item 1A Risk Factors in our 2013 Form 10-K.

INCOME STATEMENT HIGHLIGHTS

   

Net income for the first quarter of 2014 of $1.1 billion increased 7% compared to the first quarter of 2013. The increase was driven by a decline in provision for credit losses and a 4% reduction of noninterest expense, partially offset by a 5% decline in revenue, which resulted from lower net interest income while noninterest income increased slightly.

   

For additional detail, please see the Consolidated Income Statement Review section in this Financial Review.

   

Net interest income of $2.2 billion for the first quarter of 2014 decreased 8% compared with the first quarter of 2013, reflecting the impact of lower yields on loans and securities, higher borrowed funds balances and lower purchase accounting accretion. These decreases were somewhat offset by loan growth and the impact of lower rates paid on deposits and borrowed funds.

   

Net interest margin decreased to 3.26% for the first quarter of 2014 compared to 3.81% for the first quarter of 2013. The decline was driven by lower rates on new loans and purchased securities in the ongoing low rate environment, as well as lower purchase accounting accretion. In addition, the decline reflected the impact of balance sheet activity in light of new short-term liquidity regulatory standards, partially offset by lower overall rates paid on interest-bearing deposits and redemptions of higher-rate borrowed funds.

   

Noninterest income of $1.6 billion for the first quarter of 2014 increased slightly compared to the first quarter of 2013, as strong fee income and the impact from the gain on a sale of Visa Class B common shares in the first quarter of 2014 was mostly offset by lower residential mortgage fee revenue.

   

The provision for credit losses decreased to $94 million for the first quarter of 2014 compared to $236 million for the first quarter of 2013 due to overall credit quality improvement.

   

Noninterest expense of $2.3 billion for the first quarter of 2014 decreased 4% compared with the first quarter of 2013. The decline was primarily driven by lower personnel expense and also reflected our continued focus on expense management.

CREDIT QUALITY HIGHLIGHTS

   

Overall credit quality continued to improve during the first quarter of 2014. For additional detail, see the Credit Risk Management portion of the Risk Management section of this Financial Review.

   

Nonperforming assets decreased $.2 billion, or 4%, to $3.3 billion at March 31, 2014 compared to December 31, 2013. Nonperforming assets to total assets were 1.02% at March 31, 2014, compared to 1.08% at December 31, 2013.

   

Overall loan delinquencies of $2.2 billion at March 31, 2014 decreased $.3 billion, or 11%, compared with December 31, 2013.

   

The allowance for loan and lease losses was 1.78% of total loans and 120% of nonperforming loans at March 31, 2014, compared with 1.84% and 117% at December 31, 2013, respectively.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    5


   

Net charge-offs of $186 million were down 59% compared to net charge-offs of $456 million for the first quarter of 2013. Annualized net charge-offs were 0.38% of average loans in the first quarter of 2014 and 0.99% of average loans in the first quarter of 2013. These charge-off comparisons were impacted by alignment with interagency guidance in the first quarter of 2013 on practices for loans and lines of credit related to consumer lending. In the first quarter 2013, this alignment had the overall effect of (i) accelerating charge-offs, (ii) increasing nonperforming loans and (iii) in the case of loans accounted for under the fair value option, increasing nonaccrual loans. See the Credit Risk Management portion of the Risk Management section of this Financial Review and Note 4 Asset Quality in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report for further detail.

BALANCE SHEET HIGHLIGHTS

   

Total loans increased by $2.6 billion to $198 billion at March 31, 2014 compared to December 31, 2013.

   

Total commercial lending increased by $3.6 billion, or 3%, from December 31, 2013, as a result of growth in commercial and commercial real estate loans to new and existing customers.

   

Total consumer lending decreased $1.0 billion, or 1%, from December 31, 2013, due to lower home equity, residential mortgage and education loans as well as seasonal declines in credit card loans partially offset by growth in automobile loans.

   

Total deposits increased by $1.5 billion to $222 billion at March 31, 2014 compared with December 31, 2013, driven primarily by growth in transaction deposits.

   

PNC continued to enhance its liquidity position in preparation for implementation of new short-term liquidity regulatory standards as reflected in higher interest-earning deposits with banks, which are primarily maintained with the Federal Reserve Bank, and activity relating to investment securities and borrowed funds.

   

PNC’s well-positioned balance sheet remained core funded with a loans to deposits ratio of 89% at March 31, 2014.

   

PNC took actions reflecting its strong capital position at March 31, 2014.

   

In April 2014 the Board of Directors raised the quarterly cash dividend on common stock to 48 cents per share, an increase of 4 cents per share, or 9 percent, effective with the May dividend.

   

PNC announced share repurchase programs of up to $1.5 billion for the four quarter period beginning in the second quarter of 2014 under its existing common stock repurchase program authorization.

   

The Transitional Basel III common equity Tier 1 capital ratio, calculated using the regulatory capital methodology applicable to PNC during 2014, was 10.8% at March 31, 2014.

   

Pro forma fully phased-in Basel III common equity Tier 1 capital ratio based on the standardized approach rules increased to an estimated 9.7 percent at March 31, 2014 from 9.4 percent at December 31, 2013. See the Capital discussion and Table 18 in the Consolidated Balance Sheet Review section of this Financial Review for more detail.

Our Consolidated Income Statement and Consolidated Balance Sheet Review sections of this Financial Review describe in greater detail the various items that impacted our results during the first three months of 2014 and 2013 and balances at March 31, 2014 and December 31, 2013, respectively.

CAPITAL AND LIQUIDITY ACTIONS

Our ability to take certain capital actions, including plans to pay or increase common stock dividends or to repurchase shares under current or future programs, is subject to the results of the supervisory assessment of capital adequacy undertaken by the Federal Reserve and our primary bank regulators as part of the CCAR process.

In connection with the 2014 CCAR, PNC submitted its 2014 capital plan, approved by its Board of Directors, to the Federal Reserve in January 2014. As we announced on March 26, 2014, the Federal Reserve accepted the capital plan and did not object to our proposed capital actions, which included a recommendation to increase the quarterly common stock dividend in the second quarter of 2014. The capital plan also included share repurchase programs of up to $1.5 billion for the four quarter period beginning in the second quarter of 2014 under PNC’s existing common stock repurchase authorization. These programs include repurchases of up to $200 million to mitigate the financial impact of employee benefit plan transactions. For additional information concerning the CCAR process and the factors the Federal Reserve takes into consideration in evaluating capital plans, see the Supervision and Regulation section in Item 1 Business of our 2013 Form 10-K.

On April 3, 2014, consistent with our 2014 capital plan, our Board of Directors approved an increase to PNC’s quarterly common stock dividend from 44 cents per common share to 48 cents per common share. For the second quarter of 2014, the increased dividend was payable to shareholders of record at the close of business on April 15, 2014 and was paid on May 5, 2014.

See the Liquidity Risk Management portion of the Risk Management section of this Financial Review for more detail on our 2014 capital and liquidity actions.

 

 

6    The PNC Financial Services Group, Inc. – Form 10-Q


AVERAGE CONSOLIDATED BALANCE SHEET HIGHLIGHTS

Table 2: Summarized Average Balance Sheet

 

Three months ended March 31

Dollars in millions

                   Change  
   2014      2013      $     %  

Average assets

            

Interest-earning assets

            

Investment securities

   $ 58,379      $ 58,531      $ (152       

Loans

     196,581        186,099        10,482       6

Interest-earning deposits with banks

     12,157        2,410        9,747       404

Other

     8,661        9,140        (479     (5 )% 

Total interest-earning assets

     275,778        256,180        19,598       8

Noninterest-earning assets

     43,784        47,186        (3,402     (7 )% 

Total average assets

   $ 319,562      $ 303,366      $ 16,196       5

Average liabilities and equity

            

Interest-bearing liabilities

            

Interest-bearing deposits

   $ 150,684      $ 144,801      $ 5,883       4

Borrowed funds

     46,388        39,727        6,661       17

Total interest-bearing liabilities

     197,072        184,528        12,544       7

Noninterest-bearing deposits

     67,679        64,850        2,829       4

Other liabilities

     10,364        12,107        (1,743     (14 )% 

Equity

     44,447        41,881        2,566       6

Total average liabilities and equity

   $ 319,562      $ 303,366      $ 16,196       5

 

Various seasonal and other factors impact our period-end balances, whereas average balances are generally more indicative of underlying business trends apart from the impact of acquisitions and divestitures. The Consolidated Balance Sheet Review section of this Financial Review provides information on changes in selected Consolidated Balance Sheet categories at March 31, 2014 compared with December 31, 2013. Total assets were $323.4 billion at March 31, 2014 compared with $320.2 billion at December 31, 2013.

Average investment securities remained relatively stable in the comparison of the first three months of 2014 compared with the first three months of 2013, as a net decrease in average residential mortgage-backed securities from principal payments was mostly offset by an increase in average U.S. Treasury and government agency securities, which was driven by the impact of fourth quarter 2013 purchases to enhance our liquidity position in light of new short-term liquidity regulatory standards. Total investment securities comprised 21% of average interest-earning assets for the first quarter of 2014 and 23% for the first quarter of 2013.

The increase in average total loans in the first quarter of 2014 compared to the prior year quarter was driven by increases in average commercial loans of $6.0 billion, average commercial real estate loans of $2.8 billion and average consumer loans of $1.7 billion. The increase in average total loans was driven by increased average loans in our Corporate & Institutional

Banking segment, primarily in Real Estate, Corporate Banking and Business Credit.

Loans represented 71% of average interest-earning assets for the first quarter of 2014 and 73% of average interest-earning assets for the first quarter of 2013.

Average interest-earning deposits with banks, which are primarily maintained with the Federal Reserve Bank, increased significantly in the comparison of first quarter 2014 to first quarter 2013, as we continued to enhance our liquidity position in preparation for implementation of new short-term liquidity regulatory standards.

The decrease in average noninterest-earning assets for the first three months of 2014 compared to the first three months of 2013 was driven primarily by decreased unsettled securities sales and securities valuations, both of which are included in noninterest-earning assets for average balance sheet purposes.

Average total deposits increased $8.7 billion in the comparison of the first quarter of 2014 compared with the prior year quarter, primarily due to an increase of $11.1 billion in average transaction deposits, which grew to $184.3 billion for the first quarter of 2014. Growth in business and consumer customer deposits as well as continued customer preference for liquidity drove the increase in average transaction deposits. These increases were partially offset by a decrease of $3.0 billion in average retail certificates of deposit attributable to run-off of maturing accounts.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    7


Total deposits at March 31, 2014 were $222.4 billion compared with $220.9 billion at December 31, 2013 and are further discussed within the Consolidated Balance Sheet Review section of this Financial Review.

Average total deposits represented 68% of average total assets for the first quarter of 2014 and 69% for the first quarter of 2013.

The increase in average borrowed funds in the current year first quarter compared with the prior year first quarter was primarily due to increases in average Federal Home Loan Bank (FHLB) borrowings and average bank notes and senior debt, including increases as part of the enhancement of our liquidity position in light of new short-term liquidity regulatory standards. Total borrowed funds at March 31, 2014 were $46.8 billion compared with $46.1 billion at December 31, 2013 and are further discussed within the Consolidated Balance Sheet Review section of this Financial

Review. The Liquidity Risk Management portion of the Risk Management section of this Financial Review includes additional information regarding our sources and uses of borrowed funds.

BUSINESS SEGMENT HIGHLIGHTS

The Business Segments Review section of this Financial Review includes further analysis of our business segment results over the first three months of 2014 and 2013 including presentation differences from Note 18 Segment Reporting in our Notes To Consolidated Financial Statements in Part I, Item 1 of this Report. Note 18 Segment Reporting presents results of businesses for the first three months of 2014 and 2013.

We provide a reconciliation of total business segment earnings to PNC total consolidated net income as reported on a GAAP basis in Note 18 Segment Reporting in our Notes To Consolidated Financial Statements of this Report.

 

 

Table 3: Results Of Businesses – Summary

(Unaudited)

 

     Net Income      Revenue      Average Assets (a)  
Three months ended March 31 – in millions    2014     2013      2014      2013      2014      2013  

Retail Banking

   $ 158     $ 120      $ 1,494      $ 1,483      $ 75,920      $ 74,116  

Corporate & Institutional Banking

     523       541        1,298        1,341        117,937        111,671  

Asset Management Group

     37       43        270        255        7,599        7,131  

Residential Mortgage Banking

     (4     45        206        291        8,777        10,803  

BlackRock

     123       108        160        138        6,272        5,859  

Non-Strategic Assets Portfolio

     110       79        148        219        8,889        10,735  

Total business segments

     947       936        3,576        3,727        225,394        220,315  

Other (b) (c) (d)

     113       59        201        228        94,168        83,051  

Total

   $ 1,060     $ 995      $ 3,777      $ 3,955      $ 319,562      $ 303,366  
(a) Period-end balances for BlackRock.
(b) “Other” average assets include investment securities associated with asset and liability management activities.
(c) “Other” includes differences between the total business segment financial results and our total consolidated net income. Additional detail is included in Note 18 Segment Reporting in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.
(d) The increase in net income in the first quarter 2014 compared to the first quarter 2013 for “Other” primarily reflects a decline in noninterest expense due to lower personnel expense related to lower benefits costs and the impact of a first quarter 2013 contribution to the PNC Foundation.

 

CONSOLIDATED INCOME STATEMENT REVIEW

Our Consolidated Income Statement is presented in Part I, Item 1 of this Report.

Net income for the first three months of 2014 was $1.1 billion, an increase of 7% compared with $1.0 billion for the first three months of 2013. The increase was driven by lower provision for credit losses and a decline in noninterest expense of 4%, partially offset by a 5% decline in revenue. Lower revenue in the comparison resulted from lower net interest income while noninterest income increased slightly.

NET INTEREST INCOME

Table 4: Net Interest Income and Net Interest Margin

 

     Three months ended
March 31
 
Dollars in millions    2014     2013  

Net interest income

   $ 2,195     $ 2,389  

Net interest margin

     3.26     3.81

Changes in net interest income and margin result from the interaction of the volume and composition of interest-earning assets and related yields, interest-bearing liabilities and related rates paid, and noninterest-bearing sources of funding. See the Statistical Information (Unaudited) – Average Consolidated Balance Sheet And Net Interest Analysis section of this Report and the discussion of purchase accounting accretion on

 

 

8    The PNC Financial Services Group, Inc. – Form 10-Q


purchased impaired loans in the Consolidated Balance Sheet Review section of this Financial Review for additional information.

Net interest income decreased by $194 million, or 8%, in the first quarter of 2014 compared with the first quarter of 2013. The decline was driven by lower purchase accounting accretion, lower yields on loans and securities and higher borrowed funds balances, somewhat offset by loan growth and the impact of lower rates paid on deposits and borrowed funds. Purchase accounting accretion declined $86 million from lower scheduled accretion and lower excess cash recoveries on purchased impaired loans.

Net interest margin declined 55 basis points in the first quarter of 2014 compared to the first quarter of 2013 due to lower yields on interest-earning assets, which decreased 57 basis points, slightly offset by a 4 basis point decrease in the weighted-average rate paid on total interest-bearing liabilities, both of which include the impact of lower purchase accounting accretion in the comparison.

The yield on interest-earning assets decreased primarily due to lower rates on new loans and purchased securities in the ongoing low rate environment, as well as the impact of higher interest-earning deposits with banks maintained with the Federal Reserve Bank and investment securities activity in light of new short-term liquidity regulatory standards. The decrease in the rate paid on interest-bearing liabilities was primarily due to lower overall rates paid on interest-bearing deposits and redemptions of higher-rate bank notes and senior debt and subordinated debt.

In the second quarter of 2014, we expect net interest income to be down modestly compared to first quarter 2014 due to the continued decline in purchase accounting accretion and further interest rate spread compression.

For full year 2014, we expect total purchase accounting accretion to be down approximately $300 million compared with 2013.

NONINTEREST INCOME

Table 5: Noninterest Income

 

Three months ended March 31

Dollars in millions

          Change  
   2014     2013     $     %  

Noninterest income

          

Asset management

   $ 364     $ 308     $ 56       18

Consumer services

     290       296       (6     (2 )% 

Corporate services

     301       277       24       9

Residential mortgage

     161       234       (73     (31 )% 

Service charges on deposits

     147       136       11       8

Net gains on sales of securities

     10       14       (4     (29 )% 

Net other-than-temporary impairments

     (2     (10     8       (80 )% 

Other

     311       311                

Total noninterest income

   $ 1,582     $ 1,566     $ 16       1

Noninterest income increased slightly during the first quarter of 2014 compared to first quarter of 2013, reflecting strong fee income and a gain on sale of Visa Class B common shares in the first quarter of 2014, mostly offset by lower residential mortgage fee revenue. Noninterest income as a percentage of total revenue was 42% in the first quarter of 2014, up from 40% in the first quarter of 2013.

Higher asset management revenue in the first three months of 2014 was driven by stronger equity markets and sales production, as well as increased earnings from our BlackRock investment. Discretionary assets under management grew to $130 billion at March 31, 2014 compared with $118 billion at March 31, 2013 driven by higher equity markets and strong sales.

Consumer service fees declined slightly in the first quarter of 2014 compared to the prior year quarter, as growth in customer-initiated transaction volumes was more than offset by several individually insignificant items.

Corporate services revenue increased to $301 million in the first quarter of 2014 compared to $277 million in the first quarter of 2013, principally due to higher merger and acquisition advisory fees. Net commercial mortgage servicing rights valuations were stable at $11 million in both first quarters of 2014 and 2013.

Residential mortgage fee revenue decreased to $161 million in the first three months of 2014 from $234 million in the first three months of 2013, which was driven by a decline in loan sales revenue from a reduction in origination volume and lower net hedging gains on residential mortgage servicing rights. These declines were partially offset by a net benefit of $19 million from the release of reserves for residential mortgage repurchase obligations in the first quarter 2014. The repurchase reserve provision recorded during the first quarter of 2013 was not significant.

Service charges on deposits increased in the first quarter of 2014 compared to the prior year quarter due to growth in customer activity and changes in product offerings.

Other noninterest income was stable at $311 million for both first quarters of 2014 and 2013, as a $62 million gain on the sale of 1 million Visa Class B common shares in the first quarter of 2014 was substantially offset by lower commercial mortgage loans held for sale activity and a net expense of $14 million in the current year quarter from credit valuations for customer-related derivatives activities. The first quarter 2013 impact to other noninterest income related to these credit valuations was not significant.

We held approximately 9 million Visa Class B common shares with a fair value of approximately $850 million and recorded investment of $135 million as of March 31, 2014.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    9


Other noninterest income typically fluctuates from period to period depending on the nature and magnitude of transactions completed. Further details regarding our customer-related trading activities are included in the Market Risk Management – Customer-Related Trading Risk portion of the Risk Management section of this Financial Review. Further details regarding private and other equity investments are included in the Market Risk Management – Equity And Other Investment Risk section, and further details regarding gains or losses related to our equity investment in BlackRock are included in the Business Segments Review section.

In the second quarter 2014, we expect fee-based noninterest income to increase in the low single digits, on a percentage basis, compared to first quarter 2014, reflecting our continued focus on our strategic priorities.

Assuming a continuation of the current economic environment, we expect that full year 2014 revenue will be under some pressure, and as a result, could likely be down compared to full year 2013 revenue due to expected purchase accounting accretion declines as well as lower residential mortgage revenues.

PROVISION FOR CREDIT LOSSES

The provision for credit losses totaled $94 million for the first quarter of 2014 compared with $236 million for the first quarter of 2013. The decrease in provision reflected overall credit quality improvement. A contributing economic factor was the increasing value of residential real estate that improved expected cash flows on our purchased impaired loans.

We currently believe that credit trends may not remain at first quarter levels and expect our provision for credit losses in the second quarter of 2014 to be between $100 million and $150 million.

The Credit Risk Management portion of the Risk Management section of this Financial Review includes additional information regarding factors impacting the provision for credit losses.

NONINTEREST EXPENSE

Noninterest expense decreased $104 million, or 4%, to $2.3 billion for the first quarter of 2014 compared with first quarter 2013 reflecting overall disciplined expense management. A decrease in personnel expense related to lower headcount and benefit costs and the impact of a first quarter 2013 contribution to the PNC Foundation were partially offset by higher legal accruals associated with the residential mortgage banking business and investments in technology.

In the first quarter of 2014 we have captured savings of more than 35% of our 2014 continuous improvement savings goal of $500 million, and we expect to achieve the full-year goal. We expect cost savings to fund investments in our infrastructure,

including those related to cybersecurity, and investments in our diversified businesses, including our Retail Banking transformation, consistent with our strategic priorities.

In the first quarter of 2014, we adopted new accounting guidance which changes how investments in low income housing tax credits are recognized. As a result, losses on certain tax credit investments which were previously recorded in noninterest expense will be recorded to income taxes. While this change is expected to reduce our expenses for full year 2014, retrospective application of this accounting change was required upon adoption, which had the effect of reducing reported expenses for 2013 as well. As a result, this reclassification did not have an impact on our expense guidance for the year. See the following Effective Income Tax Rate portion of this Consolidated Income Statement Review for more detail.

In the second quarter of 2014, we expect noninterest expense to increase by low single digits, on a percentage basis, compared to first quarter 2014 due to the expected impact of seasonality with second quarter expenses typically higher than first quarter expenses.

We plan to remain focused on disciplined expense management in the current environment and continue to expect noninterest expense for full year 2014 to be lower compared with full year 2013, apart from the impact of potential legal and regulatory contingencies.

EFFECTIVE INCOME TAX RATE

The effective income tax rate was 25.3% in the first quarter of 2014 compared with 26.4% in the first quarter of 2013. The effective tax rate is generally lower than the statutory rate primarily due to tax credits PNC receives from our investments in low income housing and new markets investments, as well as earnings in other tax exempt investments.

The lower effective income tax rate in the first quarter 2014 compared to the prior year quarter was primarily attributable to the impact of higher tax-exempt income and tax credits.

The effective tax rate for both first quarters of 2014 and 2013 reflect the adoption of Accounting Standards Update 2014-01, which relates to amortization of investments in low income

housing tax credits. See the Recent Accounting Pronouncements portion of Note 1 Accounting Policies in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Report for further detail. The retrospective application of this guidance resulted in increased income tax expenses in both periods due to the reclassification of noninterest expense associated with these investments.

As a result of the adoption of this accounting guidance, we now expect our 2014 effective tax rate to be approximately 26%.

 

 

10    The PNC Financial Services Group, Inc. – Form 10-Q


CONSOLIDATED BALANCE SHEET REVIEW

Table 6: Summarized Balance Sheet Data

 

Dollars in millions

  

March 31

2014

   

December 31

2013

    Change  
       $     %  

Assets

                                

Interest-earning deposits with banks

   $ 14,877     $ 12,135     $ 2,742       23

Loans held for sale

     2,102       2,255       (153     (7 )% 

Investment securities

     58,644       60,294       (1,650     (3 )% 

Loans

     198,242       195,613       2,629       1

Allowance for loan and lease losses

     (3,530     (3,609     79       2

Goodwill

     9,074       9,074             

Other intangible assets

     2,115       2,216       (101     (5 )% 

Other, net

     41,899       42,214       (315     (1 )% 

Total assets

   $ 323,423     $ 320,192     $ 3,231       1

Liabilities

          

Deposits

   $ 222,382     $ 220,931     $ 1,451       1

Borrowed funds

     46,806       46,105       701       2

Other

     9,317       9,119       198       2

Total liabilities

     278,505       276,155       2,350       1

Equity

          

Total shareholders’ equity

     43,321       42,334       987       2

Noncontrolling interests

     1,597       1,703       (106     (6 )% 

Total equity

     44,918       44,037       881       2

Total liabilities and equity

   $ 323,423     $ 320,192     $ 3,231       1

 

The summarized balance sheet data above is based upon our Consolidated Balance Sheet in Part I, Item 1 of this Report.

The increase in total assets was primarily due to higher interest-earning deposits with banks and loan growth, partially offset by lower investment securities. The increase in interest-earning deposits with banks resulted from the continuation of PNC’s efforts to enhance its liquidity position in preparation for implementation of new short-term liquidity regulatory standards. Interest-earning deposits with banks included balances held with the Federal Reserve Bank of Cleveland of $14.5 billion and $11.7 billion at March 31, 2014 and December 31, 2013, respectively. The increase in liabilities was largely due to growth in deposits and higher Federal Home Loan Bank borrowings and bank notes and senior debt, partially offset by a decline in federal funds purchased and repurchase agreements. An analysis of changes in selected balance sheet categories follows.

LOANS

Outstanding loan balances of $198.2 billion at March 31, 2014 and $195.6 billion at December 31, 2013 were net of unearned income, net deferred loan fees, unamortized discounts and premiums, and purchase discounts and premiums totaling $2.0 billion at March 31, 2014 and $2.1 billion at December 31, 2013, respectively. The balances include purchased impaired loans but do not include future accretable net interest (i.e., the difference between the undiscounted expected cash flows and the carrying value of the loan) on those loans.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    11


Table 7: Details Of Loans

 

Dollars in millions

  

March 31

2014

    

December 31

2013

     Change  
         $     %  

Commercial lending

                                  

Commercial

            

Retail/wholesale trade

   $ 16,157      $ 15,530      $ 627       4

Manufacturing

     17,185        16,208        977       6

Service providers

     13,576        13,052        524       4

Real estate related (a)

     10,856        10,729        127       1

Financial services

     4,720        4,927        (207     (4 )% 

Health care

     8,836        8,690        146       2

Other industries

     19,771        19,242        529       3

Total commercial

     91,101        88,378        2,723       3

Commercial real estate

            

Real estate projects (b)

     14,268        13,613        655       5

Commercial mortgage

     7,883        7,578        305       4

Total commercial real estate

     22,151        21,191        960       5

Equipment lease financing

     7,521        7,576        (55     (1 )% 

Total commercial lending (c)

     120,773        117,145        3,628       3

Consumer lending

            

Home equity

            

Lines of credit

     21,277        21,696        (419     (2 )% 

Installment

     14,595        14,751        (156     (1 )% 

Total home equity

     35,872        36,447        (575     (2 )% 

Residential real estate

            

Residential mortgage

     14,179        14,418        (239     (2 )% 

Residential construction

     627        647        (20     (3 )% 

Total residential real estate

     14,806        15,065        (259     (2 )% 

Credit card

     4,309        4,425        (116     (3 )% 

Other consumer

            

Education

     7,360        7,534        (174     (2 )% 

Automobile

     10,906        10,827        79       1

Other

     4,216        4,170        46       1

Total consumer lending

     77,469        78,468        (999     (1 )% 

Total loans

   $ 198,242      $ 195,613      $ 2,629       1
(a) Includes loans to customers in the real estate and construction industries.
(b) Includes both construction loans and intermediate financing for projects.
(c) Construction loans with interest reserves and A/B Note restructurings are not significant to PNC.

 

The increase in loans was driven by the increase in commercial lending as a result of growth in commercial and commercial real estate loans, primarily from new customers and organic growth. The decline in consumer lending resulted from lower home equity, residential mortgage and education loans as well as seasonal declines in credit card loans partially offset by growth in automobile loans.

Loans represented 61% of total assets at both March 31, 2014 and December 31, 2013. Commercial lending represented 61% of the loan portfolio at March 31, 2014 and 60% at December 31, 2013. Consumer lending represented 39% of the loan portfolio at March 31, 2014 and 40% at December 31, 2013.

Commercial real estate loans represented 11% of total loans at both March 31, 2014 and December 31, 2013 and represented 7% of total assets at both March 31, 2014 and December 31, 2013. See the Credit Risk Management portion of the Risk Management section of this Financial Review for additional information regarding our loan portfolio.

Total loans above include purchased impaired loans of $5.8 billion, or 3% of total loans, at March 31, 2014, and $6.1 billion, or 3% of total loans, at December 31, 2013.

Our loan portfolio continued to be diversified among numerous industries, types of businesses and consumers across our principal geographic markets.

 

 

12    The PNC Financial Services Group, Inc. – Form 10-Q


ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL)

Our total ALLL of $3.5 billion at March 31, 2014 consisted of $1.5 billion and $2.0 billion established for the commercial lending and consumer lending categories, respectively. The ALLL included what we believe to be appropriate loss coverage on all loans, including higher risk loans, in the commercial and consumer portfolios. We do not consider government insured or guaranteed loans to be higher risk as defaults have historically been materially mitigated by payments of insurance or guarantee amounts for approved claims. Additional information regarding our higher risk loans is included in the Credit Risk Management portion of the Risk Management section of this Financial Review and Note 4 Asset Quality and Note 6 Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit in our Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

PURCHASE ACCOUNTING ACCRETION AND VALUATION OF PURCHASED IMPAIRED LOANS

Information related to purchase accounting accretion and accretable yield for the first three months of 2014 and 2013 follows. Additional information is provided in Note 5 Purchased Loans in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

Table 8: Accretion – Purchased Impaired Loans

 

     Three months ended
March 31
 
In millions    2014     2013  

Accretion on purchased impaired loans

      

Scheduled accretion

   $ 125     $ 157  

Reversal of contractual interest on impaired loans

     (68     (85

Scheduled accretion net of contractual interest

     57       72  

Excess cash recoveries

     29       50  

Total

   $ 86     $ 122  

Table 9: Purchased Impaired Loans – Accretable Yield

 

In millions    2014     2013  

January 1

   $ 2,055     $ 2,166  

Scheduled accretion

     (125     (157

Excess cash recoveries

     (29     (50

Net reclassifications to accretable from non-accretable and other activity (a)

     87       213  

March 31 (b)

   $ 1,988     $ 2,172  
(a) Approximately 95% and 52% of the net reclassifications for the quarters ended March 31, 2014 and 2013, respectively, were within the consumer portfolio primarily due to increases in the expected average life of residential and home equity loans. The remaining net reclassifications were predominantly due to future cash flow improvements within the commercial portfolio.
(b) As of March 31, 2014, we estimate that the reversal of contractual interest on purchased impaired loans will total approximately $1.1 billion in future periods. This will offset the total net accretable interest in future interest income of $2.0 billion on purchased impaired loans.
 

 

Information related to the valuation of purchased impaired loans at March 31, 2014 and December 31, 2013 follows.

Table 10: Valuation of Purchased Impaired Loans

 

     March 31, 2014      December 31, 2013  
Dollars in millions    Balance     Net Investment      Balance      Net Investment  

Commercial and commercial real estate loans:

            

Outstanding balance

   $ 799        $ 937       

Purchased impaired mark

     (230              (264         

Recorded investment

     569          673       

Allowance for loan losses

     (123              (133         

Net investment

     446       56      540        58

Consumer and residential mortgage loans:

            

Outstanding balance

     5,345          5,548       

Purchased impaired mark

     (90              (115         

Recorded investment

     5,255          5,433       

Allowance for loan losses

     (825              (871         

Net investment

     4,430       83      4,562        82

Total purchased impaired loans:

            

Outstanding balance

     6,144          6,485       

Purchased impaired mark

     (320              (379         

Recorded investment

     5,824          6,106       

Allowance for loan losses

     (948              (1,004         

Net investment

   $ 4,876       79    $ 5,102        79

 

The PNC Financial Services Group, Inc. – Form 10-Q    13


At March 31, 2014, our largest individual purchased impaired loan had a recorded investment of $18 million. We currently expect to collect total cash flows of $6.9 billion on purchased impaired loans, representing the $4.9 billion net investment at March 31, 2014 and the accretable net interest of $2.0 billion shown in Table 9.

WEIGHTED AVERAGE LIFE OF THE PURCHASED IMPAIRED PORTFOLIOS

The table below provides the weighted average life (WAL) for each of the purchased impaired portfolios as of March 31, 2014.

Table 11: Weighted Average Life of the Purchased Impaired Portfolios

 

As of March 31, 2014

In millions

   Recorded
Investment
     WAL (a)  

Commercial

   $ 132        1.9 years   

Commercial real estate

     437        1.6 years   

Consumer (b) (c)

     2,226        4.4 years   

Residential real estate (c)

     3,029        5.2 years   

Total

   $ 5,824        4.5 years   
(a) Weighted average life represents the average number of years for which each dollar of unpaid principal remains outstanding.
(b) Portfolio primarily consists of nonrevolving home equity products.
(c) In first quarter 2014, the weighted average life of the purchased impaired portfolio increased, primarily driven by residential real estate and home equity loans. Increasing a portfolio’s weighted average life will result in more interest income being recognized on purchased impaired loans in future periods.

PURCHASED IMPAIRED LOANS – ACCRETABLE DIFFERENCE SENSITIVITY ANALYSIS

The following table provides a sensitivity analysis on the Total Purchased Impaired Loans portfolio. The analysis reflects hypothetical changes in key drivers for expected cash flows over the life of the loans under declining and improving conditions at a point in time. Any unusual significant economic events or changes, as well as other variables not considered below (e.g., natural or widespread disasters), could result in impacts outside of the ranges represented below. Additionally, commercial and commercial real estate loan settlements or sales proceeds can vary widely from appraised values due to a number of factors including, but not limited to, special use considerations, liquidity premiums and improvements/deterioration in other income sources.

Table 12: Accretable Difference Sensitivity – Total Purchased Impaired Loans

 

In billions    March 31,
2014
    Declining
Scenario (a)
    Improving
Scenario (b)
 

Expected Cash Flows

   $ 6.9     $ (.2   $ .3  

Accretable Difference

     2.0              .1  

Allowance for Loan and Lease Losses

     (.9     (.1     .2  
(a) Declining Scenario – Reflects hypothetical changes that would decrease future cash flow expectations. For consumer loans, we assume home price forecast decreases by ten percent and unemployment rate forecast increases by two percentage points; for commercial loans, we assume that collateral values decrease by ten percent.
(b) Improving Scenario – Reflects hypothetical changes that would increase future cash flow expectations. For consumer loans, we assume home price forecast increases by ten percent, unemployment rate forecast decreases by two percentage points and interest rate forecast increases by two percentage points; for commercial loans, we assume that collateral values increase by ten percent.

The present value impact of declining cash flows is primarily reflected as immediate impairment charge to the provision for credit losses, resulting in an increase to the allowance for loan and lease losses. The present value impact of increased cash flows is first recognized as a reversal of the allowance with any additional cash flow increases reflected as an increase in accretable yield over the life of the loan.

NET UNFUNDED CREDIT COMMITMENTS

Net unfunded credit commitments are comprised of the following:

Table 13: Net Unfunded Credit Commitments

 

In millions    March 31
2014
     December 31
2013
 

Total commercial lending (a)

   $ 89,044      $ 90,104  

Home equity lines of credit

     18,632        18,754  

Credit card

     17,476        16,746  

Other

     4,492        4,266  

Total

   $ 129,644      $ 129,870  
(a) Less than 5% of net unfunded credit commitments relate to commercial real estate at each date.

Commitments to extend credit represent arrangements to lend funds or provide liquidity subject to specified contractual conditions. Commercial commitments reported above exclude syndications, assignments and participations, primarily to financial institutions, totaling $25.9 billion at March 31, 2014 and $25.0 billion at December 31, 2013.

Unfunded liquidity facility commitments and standby bond purchase agreements totaled $1.0 billion at March 31, 2014 and $1.3 billion at December 31, 2013 and are included in the preceding table, primarily within the Total commercial lending category.

In addition to the credit commitments set forth in the table above, our net outstanding standby letters of credit totaled $10.6 billion at March 31, 2014 and $10.5 billion at December 31, 2013. Standby letters of credit commit us to make payments on behalf of our customers if specified future events occur.

Information regarding our Allowance for unfunded loan commitments and letters of credit is included in Note 6 Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.

 

 

14    The PNC Financial Services Group, Inc. – Form 10-Q


INVESTMENT SECURITIES

The following table presents the distribution of our investment securities portfolio. We have included credit ratings information because the information is an indicator of the degree of credit risk to which we are exposed. Changes in credit ratings classifications could indicate increased or decreased credit risk and could be accompanied by a reduction or increase in the fair value of our investment securities portfolio. For those securities, where during our quarterly security-level impairment assessments we determined losses represent other-than-temporary impairment (OTTI), we have recorded cumulative credit losses of $1.2 billion in earnings and accordingly have reduced the amortized cost of our securities. See Table 77 in Note 7 Investment Securities in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report for more detail. The majority of these cumulative impairment charges relate to non-agency residential mortgage backed and asset-backed securities rated BB or lower.

Table 14: Investment Securities

 

     March 31, 2014      December 31, 2013      Ratings (a)  
Dollars in millions    Amortized Cost      Fair Value      Amortized Cost      Fair Value      AAA/
AA
    A     BBB     BB and
Lower
    No
Rating
 

U.S. Treasury and government agencies

   $ 4,665      $ 4,833      $ 4,229      $ 4,361        100          

Agency residential mortgage-backed

     27,042        27,351        28,483        28,652        100            

Non-agency residential mortgage-backed

     5,556        5,756        5,750        5,894        11       1     2     82     4

Agency commercial mortgage-backed

     1,844        1,914        1,883        1,946        100            

Non-agency commercial mortgage-backed (b)

     5,110        5,237        5,624        5,744        70       9       12       4       5  

Asset-backed (c)

     6,509        6,546        6,763        6,773        90       1         8       1  

State and municipal

     3,786        3,885        3,664        3,678        84       10       1         5  

Other debt

     2,926        2,978        2,845        2,891        74       19       7        

Corporate stock and other

     325        324        434        433                                        100  

Total investment securities (d)

   $ 57,763      $ 58,824      $ 59,675      $ 60,372        84     3     2     9     2
(a) Ratings as of March 31, 2014.
(b) Collateralized primarily by retail properties, office buildings and multi-family housing.
(c) Collateralized by consumer credit products, primarily home equity loans and government guaranteed student loans, and corporate debt.
(d) Includes available for sale and held to maturity securities.

 

Investment securities represented 18% of total assets at March 31, 2014 and 19% at December 31, 2013.

We evaluate our investment securities portfolio in light of changing market conditions and other factors and, where appropriate, take steps to improve our overall positioning. We consider the portfolio to be well-diversified and of high quality. At March 31, 2014, 84% of the securities in the portfolio were rated AAA/AA, with U.S. Treasury and government agencies, agency residential mortgage-backed and agency commercial mortgage-backed securities collectively representing 58% of the portfolio.

The investment securities portfolio includes both available for sale and held to maturity securities. Securities classified as available for sale are carried at fair value with net unrealized gains and losses, representing the difference between amortized cost and fair value, included in Shareholders’ equity as Accumulated other comprehensive income or loss, net of tax, on our Consolidated Balance Sheet. Securities classified as held to maturity are carried at amortized cost. As of March 31, 2014, the amortized cost and fair value of available for sale securities totaled $46.6 billion and $47.5 billion, respectively, compared to an amortized cost and fair value as of December 31, 2013 of $48.0 billion and $48.6 billion, respectively. The amortized cost and fair value of held to maturity securities were $11.2 billion and $11.3 billion, respectively, at March 31, 2014, compared to $11.7 billion and $11.8 billion, respectively, at December 31, 2013.

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of investment securities generally decreases when interest rates increase and vice versa. In addition, the fair value generally decreases when credit spreads widen and vice versa. Net unrealized gains in the total investment securities portfolio increased to $1.1 billion at March 31, 2014 from $.7 billion at December 31, 2013 primarily due to the impact of market interest rates and credit spreads. The comparable amounts for the securities available for sale portfolio were $.9 billion and $.6 billion, respectively.

Unrealized gains and losses on available for sale debt securities do not impact liquidity. However these gains and losses do affect risk-based capital under the regulatory capital rules in effect beginning in 2014 for PNC. Also, a change in the securities’ credit ratings could impact the liquidity of the securities and may be indicative of a change in credit quality, which could affect our risk-weighted assets and, therefore, our regulatory capital ratios under the regulatory capital rules in effect for 2014. In addition, the amount representing the credit-related portion of OTTI on available for sale securities would reduce our earnings and regulatory capital ratios.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    15


The duration of investment securities was 2.7 years at March 31, 2014. We estimate that, at March 31, 2014, the effective duration of investment securities was 2.8 years for an immediate 50 basis points parallel increase in interest rates and 2.6 years for an immediate 50 basis points parallel decrease in interest rates. Comparable amounts at December 31, 2013 were 3.0 years and 2.8 years, respectively.

At least quarterly, we conduct a comprehensive security-level impairment assessment on all securities. For securities in an unrealized loss position, we determine whether the loss represents OTTI. For debt securities that we neither intend to sell nor believe we will be required to sell prior to expected recovery, we recognize the credit portion of OTTI charges in current earnings and include the noncredit portion of OTTI in Net unrealized gains (losses) on OTTI securities on our Consolidated Statement of Comprehensive Income and net of tax in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheet. During the first quarters of 2014 and 2013 we recognized OTTI credit losses of $2 million and $10 million, respectively. The credit losses related to residential mortgage-backed and asset-backed securities collateralized by non-agency residential loans.

If housing and economic conditions were to deteriorate from current levels, and if market volatility and illiquidity were to deteriorate from current levels, or if market interest rates were to increase or credit spreads were to widen appreciably, the valuation of our investment securities portfolio could be adversely affected and we could incur additional OTTI credit losses that would impact our Consolidated Income Statement.

Additional information regarding our investment securities is included in Note 7 Investment Securities and Note 8 Fair Value in the Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

LOANS HELD FOR SALE

Table 15: Loans Held For Sale

 

In millions    March 31
2014
     December 31
2013
 

Commercial mortgages at fair value

   $ 577      $ 586  

Commercial mortgages at lower of cost or fair value

     155        281  

Total commercial mortgages

     732        867  

Residential mortgages at fair value

     1,057        1,315  

Residential mortgages at lower of cost or fair value

     31        41  

Total residential mortgages

     1,088        1,356  

Other

     282        32  

Total

   $ 2,102      $ 2,255  

For commercial mortgages held for sale at fair value, we stopped originating these and continue to pursue opportunities to reduce these positions.

For commercial mortgages held for sale carried at lower of cost or fair value, we sold $439 million during the first three months of 2014 compared to $926 million during the first three months of 2013. All of these loan sales were to government agencies. Total gains of $7 million were recognized on the valuation and sale of commercial mortgage loans held for sale, net of hedges, during the first three months of 2014, and $23 million during the first three months of 2013.

Residential mortgage loan origination volume was $1.9 billion during the first three months of 2014 compared to $4.2 billion for the first three months of 2013. Substantially all such loans were originated under agency or Federal Housing Administration (FHA) standards. We sold $2.1 billion of loans and recognized related gains of $88 million during the first three months of 2014. The comparable amounts for the three months of 2013 were $3.8 billion and $172 million, respectively.

Interest income on loans held for sale was $23 million in the first three months of 2014 and $53 million in the first three months of 2013. These amounts are included in Other interest income on our Consolidated Income Statement.

Additional information regarding our loan sale and servicing activities is included in Note 2 Loan Sale and Servicing Activities and Variable Interest Entities and Note 8 Fair Value in our Notes To Consolidated Financial Statements included in Part I, Item 1 of this Report.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets totaled $11.2 billion at March 31, 2014 and $11.3 billion at December 31, 2013. The decrease of $.1 billion was primarily due to fair value changes of residential mortgage servicing rights, partially offset by new additions and purchases of mortgage servicing rights. See additional information regarding our goodwill and intangible assets in Note 9 Goodwill and Other Intangible Assets included in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.

 

 

16    The PNC Financial Services Group, Inc. – Form 10-Q


FUNDING AND CAPITAL SOURCES

Table 16: Details Of Funding Sources

 

   

March 31

2014

   

December 31

2013

    Change  
In millions       $     %  

Deposits

                               

Money market

  $ 110,048     $ 108,631     $ 1,417       1

Demand

    78,054       77,756       298      

Retail certificates of deposit

    20,309       20,795       (486     (2 )% 

Savings

    11,900       11,078       822       7

Time deposits in foreign offices and other time deposits

    2,071       2,671       (600     (22 )% 

Total deposits

    222,382       220,931       1,451       1

Borrowed funds

         

Federal funds purchased and repurchase agreements

    3,233       4,289       (1,056     (25 )% 

Federal Home Loan Bank borrowings

    13,911       12,912       999       8

Bank notes and senior debt

    13,861       12,603       1,258       10

Subordinated debt

    8,289       8,244       45       1

Commercial paper

    4,923       4,997       (74     (1 )% 

Other

    2,589       3,060       (471     (15 )% 

Total borrowed funds

    46,806       46,105       701       2

Total funding sources

  $ 269,188     $ 267,036     $ 2,152       1

See the Liquidity Risk Management portion of the Risk Management section of this Financial Review for additional information regarding our 2014 capital and liquidity activities.

The increase in deposits during the first quarter of 2014 was primarily driven by seasonal increases in money market and savings deposits, partially offset by decreases in time deposits and retail certificates of deposit driven by the decline in customer sweep activity and continued run-off, respectively. Interest-bearing deposits represented 68% of total deposits at both March 31, 2014 and December 31, 2013. Total borrowed funds increased $.7 billion since December 31, 2013 as higher Federal Home Loan Bank borrowings and bank notes and senior debt were partially offset by a decline in federal funds purchased and repurchase agreements.

Capital

Table 17: Shareholders’ Equity

 

In millions    March 31
2014
    December 31
2013
 

Shareholders’ equity

      

Preferred stock (a)

      

Common stock

   $ 2,700     $ 2,698  

Capital surplus – preferred stock

     3,943       3,941  

Capital surplus – common stock and other

     12,394       12,416  

Retained earnings

     24,010       23,251  

Accumulated other comprehensive income

     656       436  

Common stock held in treasury at cost

     (382     (408

Total shareholders’ equity

   $ 43,321     $ 42,334  
(a) Par value less than $.5 million at each date.

We manage our funding and capital positions by making adjustments to our balance sheet size and composition, issuing debt, equity or other capital instruments, executing treasury stock transactions and capital redemptions, managing dividend policies and retaining earnings.

Total shareholders’ equity increased $1.0 billion compared with December 31, 2013, primarily reflecting an increase in retained earnings of $759 million (driven by net income of $1.1 billion and the impact of $303 million of common and preferred dividends declared) and an increase of $220 million in accumulated other comprehensive income. This increase was primarily due to the impact of market interest rates and credit spreads on securities available for sale and derivatives that are part of cash flow hedging strategies, along with the impact of pension and other postretirement benefit plan adjustments. Common shares outstanding were 534 million at March 31, 2014 and 533 million at December 31, 2013.

Our current common stock repurchase program authorization permits us to purchase up to 25 million shares of PNC common stock on the open market or in privately negotiated transactions. This program will remain in effect until fully utilized or until modified, superseded or terminated. The extent and timing of share repurchases under this program will depend on a number of factors including, among others, market and general economic conditions, economic and regulatory capital considerations, alternative uses of capital, the potential impact on our credit ratings, contractual and regulatory limitations, and the results of the supervisory assessment of capital adequacy and capital planning processes undertaken by the Federal Reserve and our primary bank regulators as part of the CCAR process. The Federal Reserve accepted our 2014 capital plan and did not object to our proposed capital actions. The capital plan included share repurchase programs of up to $1.5 billion for the four quarter period beginning in the second quarter of 2014 under PNC’s existing common stock repurchase authorization. These programs include repurchases of up to $200 million to mitigate the financial impact of employee benefit plan transactions. Under the “de minimis” safe harbor of the Federal Reserve’s capital plan rule, PNC may make limited repurchases of common stock or other capital distributions in amounts that exceed the amounts included in its most recently approved capital plan, provided that, among other things, such distributions do not exceed, in the aggregate, 1% of PNC’s Tier 1 capital and the Federal Reserve does not object to the additional repurchases or distributions. Under this “de minimis” safe harbor, PNC repurchased $50 million of common shares to mitigate the financial impact of employee benefit plan transactions in the first quarter of 2014. See the Supervision and Regulation section of Item 1 Business of our 2013 Form 10-K for further information concerning the CCAR process and the factors the Federal Reserve takes into consideration in its evaluation of capital plans and the Capital and Liquidity Actions portion of the Executive Summary section of our Financial Review for the impact of the Federal Reserve’s current supervisory assessment of the capital adequacy program.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    17


Table 18: Basel III Capital

 

     March 31, 2014
Dollars in millions    Transitional
Basel III (a)(c)
   

Pro forma Fully
Phased-In Basel III

(b)(c)

      

Common equity Tier 1 capital

        

Common stock plus related surplus, net of treasury stock

   $ 14,712     $ 14,712      

Retained earnings

     24,010       24,010      

Accumulated other comprehensive income for securities currently and previously held as available for sale

     119       595      

Accumulated other comprehensive income for pension and other postretirement plans

     (37     (185    

Goodwill, net of associated deferred tax liabilities

     (8,842     (8,842    

Other disallowed intangibles, net of deferred tax liabilities

     (90     (449    

Other adjustments/(deductions)

     (16     (106    

Total common equity Tier 1 capital before threshold deductions

     29,856       29,735      

Total threshold deductions

     (214     (1,186    

Common equity Tier 1 capital

     29,642       28,549      

Additional Tier 1 capital

        

Preferred stock

     3,943       3,943      

Trust preferred capital securities

     99        

Noncontrolling interests (d)

     790       40      

Other adjustments/(deductions)

     (109     (94    

Tier 1 capital

     34,365       32,438      

Additional Tier 2 capital

        

Qualifying subordinated debt

     5,377       4,542      

Trust preferred capital securities

     99        

Allowance for loan and lease losses included in Tier 2 capital

     3,408       98      

Other

     2       10      

Total Basel III capital

   $ 43,251     $ 37,088      

Risk-Weighted Assets (e)

        

Basel I risk-weighted assets calculated in accordance with transition rules for 2014 (f)

   $ 273,826       N/A       

Estimated Basel III standardized approach risk-weighted assets (g)

     N/A      $ 293,310      

Estimated Basel III advanced approaches risk-weighted assets (h)

     N/A        289,441      

Average quarterly adjusted total assets

     309,857       308,496      

Basel III capital ratios

        

Common equity Tier 1

     10.8     9.7   (i) (k)

Tier 1 risk-based

     12.6       11.1      (i) (l)

Total capital risk-based

     15.8       12.8      (j) (m) 

Leverage (n)

     11.1       10.5      
(a) Calculated using the regulatory capital methodology applicable to PNC during 2014.
(b) PNC utilizes the pro forma fully phased-in Basel III capital ratios to assess its capital position (without the benefit of phase-ins), including comparison to similar estimates made by other financial institutions.
(c) Basel III capital ratios and estimates may be impacted by additional regulatory guidance or analysis and, in the case of those ratios calculated using the advanced approaches, the ongoing evolution, validation and regulatory approval of PNC’s models integral to the calculation of advanced approaches risk-weighted assets.
(d) Includes primarily REIT Preferred Securities.
(e) Calculated as of period end.
(f) Includes credit and market risk-weighted assets.
(g) Estimated based on Basel III standardized approach rules and includes credit and market risk-weighted assets.
(h) Estimated based on Basel III advanced approaches rules and includes credit, market and operational risk-weighted assets.
(i) Pro forma fully phased-in Basel III capital ratio based on estimated Basel III standardized approach risk-weighted assets.
(j) Pro forma fully phased-in Basel III capital ratio based on estimated Basel III advanced approaches risk-weighted assets.
(k) For comparative purposes only, the pro forma fully phased-in advanced approaches Basel III Common equity Tier 1 capital ratio is 9.9%. This capital ratio is calculated using Common equity Tier 1 capital and dividing by estimated Basel III advanced approaches risk-weighted assets.
(l) For comparative purposes only, the pro forma fully phased-in advanced approaches Basel III Tier 1 risk-based capital ratio is 11.2%. This capital ratio is calculated using Tier 1 capital and dividing by estimated Basel III advanced approaches risk-weighted assets.
(m) For comparative purposes only, the pro forma fully phased-in standardized approach Basel III Total capital risk-based capital ratio is 13.9%. This ratio is calculated using additional Tier 2 capital which, under the standardized approach, reflects allowance for loan and lease losses of up to 1.25% of credit risk related risk-weighted assets and dividing by estimated Basel III standardized approach risk-weighted assets.
(n) Leverage ratio is calculated based on Tier 1 capital divided by Average quarterly adjusted total assets.

 

18    The PNC Financial Services Group, Inc. – Form 10-Q


The Basel II framework, which was adopted by the Basel Committee on Banking Supervision in 2004, seeks to provide more risk-sensitive regulatory capital calculations and promote enhanced risk management practices among large, internationally active banking organizations. The U.S. banking agencies initially adopted rules to implement the Basel II capital framework in 2004. In July 2013, the U.S. banking agencies adopted final rules (referred to as the advanced approaches) that modified the Basel II framework effective January 1, 2014. See the Supervision and Regulation section in Item 1 Business and Item 1A Risk Factors of our 2013 Form 10-K. Prior to fully implementing the advanced approaches established by these rules to calculate risk-weighted assets, PNC and PNC Bank, N.A. must successfully complete a “parallel run” qualification phase. Both PNC and PNC Bank, N.A. entered this parallel run phase on January 1, 2013. This phase must last at least four consecutive quarters, although, consistent with the experience of other U.S. banks, we currently anticipate a multi-year parallel run period. After PNC exits parallel run, its regulatory risk-based capital ratio for each measure (e.g., Common equity Tier 1 ratio) will be the lower of the ratios as calculated under the standardized approach and the advanced approaches.

As a result of the staggered effective dates of the final U.S. capital rules issued in July 2013, as well as the fact that PNC remains in the parallel run qualification phase for the advanced approaches, PNC’s regulatory risk-based capital ratios in 2014 are based on the definitions of, and deductions from, capital under Basel III (as such definitions and deductions are phased-in for 2014) and Basel I risk-weighted assets (but subject to certain adjustments as defined by the Basel III rules). We refer to the capital ratios calculated using these Basel III phased-in provisions and Basel I risk-weighted assets as the Transitional Basel III ratios.

Federal banking regulators have stated that they expect the largest U.S. bank holding companies, including PNC, to have a level of regulatory capital well in excess of the regulatory minimum and have required the largest U.S. bank holding companies, including PNC, to have a capital buffer sufficient to withstand losses and allow them to meet the credit needs of their customers through estimated stress scenarios. We seek to manage our capital consistent with these regulatory principles, and believe that our March 31, 2014 capital levels were aligned with them.

At March 31, 2014, PNC and PNC Bank, N.A., our domestic bank subsidiary, were both considered “well capitalized,” based on applicable U.S. regulatory capital ratio requirements. To qualify as “well capitalized”, PNC and PNC Bank, N.A. must have, during 2014, Transitional Basel III capital ratios of at least 6% for Tier 1 risk-based and 10% for Total capital risk-based, and PNC Bank, N.A. must have a Transitional Basel III leverage ratio of at least 5%.

Common equity Tier 1 capital as defined under the Basel III rules adopted by the U.S. banking agencies differs materially

from Basel I. For example, under Basel III, significant common stock investments in unconsolidated financial institutions, mortgage servicing rights and deferred tax assets must be deducted from capital to the extent they individually exceed 10%, or in the aggregate exceed 15%, of the institution’s adjusted Common equity Tier 1 capital. Also, Basel I regulatory capital excludes accumulated other comprehensive income related to securities currently and previously held as available for sale, as well as pension and other postretirement plans, whereas under Basel III these items are a component of PNC’s capital. The Basel III final rules also eliminate the Tier 1 treatment of trust preferred securities for bank holding companies with $15 billion or more in assets. In the third quarter of 2013, we concluded our redemptions of the discounted trust preferred securities previously assumed through acquisitions.

The access to and cost of funding for new business initiatives, the ability to undertake new business initiatives including acquisitions, the ability to engage in expanded business activities, the ability to pay dividends or repurchase shares or other capital instruments, the level of deposit insurance costs, and the level and nature of regulatory oversight depend, in large part, on a financial institution’s capital strength.

We provide additional information regarding regulatory capital requirements and some of their potential impacts on PNC in the Banking Regulation and Supervision section of Item 1 Business, Item 1A Risk Factors and Note 22 Regulatory Matters in the Notes To Consolidated Financial Statements under Item 8 of our 2013 Form 10-K.

PNC’s Basel I ratios, which were PNC’s effective regulatory capital ratios as of December 31, 2013 were 10.5% for Tier 1 common capital ratio, 12.4% for Tier 1 risk-based capital ratio, 15.8% for Total risk-based capital ratio and 11.1% for leverage ratio. Our 2013 Form 10-K included additional information regarding our Basel I capital ratios.

OFF-BALANCE SHEET ARRANGEMENTS AND VARIABLE INTEREST ENTITIES

We engage in a variety of activities that involve unconsolidated entities or that are otherwise not reflected in our Consolidated Balance Sheet that are generally referred to as “off-balance sheet arrangements.” Additional information on these types of activities is included in our 2013 Form 10-K and in the following sections of this Report:

   

Commitments, including contractual obligations and other commitments, included within the Risk Management section of this Financial Review,

   

Note 2 Loan Sale and Servicing Activities and Variable Interest Entities in the Notes To Consolidated Financial Statements,

   

Note 10 Capital Securities of a Subsidiary Trust and Perpetual Trust Securities in the Notes To Consolidated Financial Statements, and

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    19


   

Note 17 Commitments and Guarantees in the Notes To Consolidated Financial Statements.

PNC consolidates variable interest entities (VIEs) when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is determined to be the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

A summary of VIEs, including those that we have consolidated and those in which we hold variable interests but have not consolidated into our financial statements, as of March 31, 2014 and December 31, 2013 is included in Note 2 of this Report.

TRUST PREFERRED SECURITIES

We are subject to certain restrictions, including restrictions on dividend payments, in connection with $206 million in

principal amount of an outstanding junior subordinated debenture associated with $200 million of trust preferred securities that were issued by PNC Capital Trust C, a subsidiary statutory trust (both amounts as of March 31, 2014). Generally, if there is (i) an event of default under the debenture, (ii) PNC elects to defer interest on the debenture, (iii) PNC exercises its right to defer payments on the related trust preferred security issued by the statutory trust or (iv) there is a default under PNC’s guarantee of such payment obligations, as specified in the applicable governing documents, then PNC would be subject during the period of such default or deferral to restrictions on dividends and other provisions protecting the status of the debenture holders similar to or in some ways more restrictive than those potentially imposed under the Exchange Agreement with PNC Preferred Funding Trust II. See Note 14 Capital Securities of Subsidiary Trusts and Perpetual Trust Securities in the Notes To Consolidated Financial Statements in Item 8 of our 2013 Form 10-K for information on contractual limitations on dividend payments resulting from securities issued by PNC Preferred Funding Trust I and PNC Preferred Funding Trust II.

 

 

FAIR VALUE MEASUREMENTS

In addition to the following, see Note 8 Fair Value in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report for further information regarding fair value.

The following table summarizes the assets and liabilities measured at fair value at March 31, 2014 and December 31, 2013, respectively, and the portions of such assets and liabilities that are classified within Level 3 of the valuation hierarchy.

Table 19: Fair Value Measurements – Summary

 

     March 31, 2014      December 31, 2013  
In millions    Total Fair Value     Level 3      Total Fair Value     Level 3  

Total assets

   $ 61,349     $ 11,052      $ 63,096     $ 10,635  

Total assets at fair value as a percentage of consolidated assets

     19          20    

Level 3 assets as a percentage of total assets at fair value

       18        17

Level 3 assets as a percentage of consolidated assets

             3              3

Total liabilities

   $ 4,712     $ 621      $ 5,460     $ 623  

Total liabilities at fair value as a percentage of consolidated liabilities

     2          2    

Level 3 liabilities as a percentage of total liabilities at fair value

       13        11

Level 3 liabilities as a percentage of consolidated liabilities

             <1              <1

The majority of assets recorded at fair value are included in the securities available for sale portfolio. The majority of Level 3 assets represent non-agency residential mortgage-backed securities in the securities available for sale portfolio for which there was limited market activity, equity investments and mortgage servicing rights.

An instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. PNC reviews and updates fair value hierarchy classifications quarterly. Changes from one quarter to the next related to the observability of inputs to a fair value measurement may result in a reclassification (transfer) of assets or liabilities between hierarchy levels. PNC’s policy is to recognize transfers in and transfers out as of the end of the reporting period. For additional information regarding the transfers of assets or liabilities between hierarchy levels, see Note 8 Fair Value in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report.

 

20    The PNC Financial Services Group, Inc. – Form 10-Q


EUROPEAN EXPOSURE

Table 20: Summary of European Exposure

March 31, 2014

    Direct Exposure                
    Funded     Unfunded                    
In millions   Loans     Leases     Securities     Total     Other (a)     Total Direct
Exposure
    Total Indirect
Exposure
    Total
Exposure
 

Greece, Ireland, Italy, Portugal and Spain (GIIPS)

  $ 70     $ 127       $ 197     $ 1     $ 198     $ 34     $ 232  

United Kingdom

    1,034       72         1,106       661       1,767       628       2,395  

Europe – Other (b)

    145       583     $ 375       1,103       81       1,184       1,193       2,377  

Total Europe (c)

  $ 1,249     $ 782     $ 375     $ 2,406     $ 743     $ 3,149     $ 1,855     $ 5,004  

December 31, 2013

    Direct Exposure                
    Funded     Unfunded                    
In millions   Loans     Leases     Securities     Total     Other (a)     Total Direct
Exposure
    Total Indirect
Exposure
    Total
Exposure
 

Greece, Ireland, Italy, Portugal and Spain (GIIPS)

  $ 78     $ 126       $ 204     $ 1     $ 205     $ 32     $ 237  

United Kingdom

    903       75         978       580       1,558       734       2,292  

Europe – Other (b)

    95       582     $ 267       944       48       992       1,192       2,184  

Total Europe (c)

  $ 1,076     $ 783     $ 267     $ 2,126     $ 629     $ 2,755     $ 1,958     $ 4,713  
(a) Includes unfunded commitments, guarantees, standby letters of credit and sold protection credit derivatives.
(b) Europe – Other primarily consists of Germany, Norway, Netherlands, and Sweden.
(c) Included within Europe – Other is funded direct exposure of $132 million and $8 million consisting of AAA-rated sovereign debt securities at March 31, 2014 and December 31, 2013, respectively. There was no other direct or indirect exposure to European sovereigns as of March 31, 2014 and December 31, 2013.

 

European entities are defined as supranational, sovereign, financial institutions and non-financial entities within the countries that comprise the European Union, European Union candidate countries and other European countries. Foreign exposure underwriting and approvals are centralized. PNC currently underwrites new European activities if the credit is generally associated with activities of its United States commercial customers, and, in the case of PNC Business Credit’s United Kingdom operations, loans with acceptable risk as they are predominantly well secured by short-term assets or, in limited situations, the borrower’s appraised value of certain fixed assets. Country exposures are monitored and reported regularly. We actively monitor sovereign risk, banking system health, and market conditions and adjust limits as appropriate. We rely on information from internal and external sources, including international financial institutions, economists and analysts, industry trade organizations, rating agencies, econometric data analytical service providers and geopolitical news analysis services.

Among the regions and nations that PNC monitors, we have identified five countries for which we are more closely monitoring their economic and financial situation. The basis for the increased monitoring includes, but is not limited to, sovereign debt burden, near term financing risk, political instability, GDP trends, balance of payments, market confidence, banking system distress and/or holdings of stressed sovereign debt. The countries identified are: Greece, Ireland, Italy, Portugal and Spain (collectively “GIIPS”).

Direct exposure primarily consists of loans, leases, securities, derivatives, letters of credit and unfunded contractual

commitments with European entities. Indirect exposure principally arises where our clients, primarily U.S. entities, appoint PNC as a letter of credit issuing bank and we elect to assume the joint probability of default risk. For PNC to incur a loss in these indirect exposures, both the obligor and the financial counterparty participating bank would need to default. PNC assesses both the corporate customers and the participating banks for counterparty risk, and where PNC has found that a participating bank exposes PNC to unacceptable risk, PNC will reject the participating bank as an acceptable counterparty and will ask the corporate customer to find an acceptable participating bank.

BUSINESS SEGMENTS REVIEW

We have six reportable business segments:

   

Retail Banking

   

Corporate & Institutional Banking

   

Asset Management Group

   

Residential Mortgage Banking

   

BlackRock

   

Non-Strategic Assets Portfolio

Business segment results, including inter-segment revenues, and a description of each business are included in Note 18 Segment Reporting included in the Notes To Consolidated Financial Statements in Part I, Item 1 of this Report. Certain amounts included in this Financial Review differ from those amounts shown in Note 18 primarily due to the presentation in this Financial Review of business net interest revenue on a taxable-equivalent basis. Note 18 presents results of businesses for the first three months of 2014 and 2013.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    21


RETAIL BANKING

(Unaudited)

Table 21: Retail Banking Table

 

Three months ended March 31

Dollars in millions

  2014     2013  

Income Statement

     

Net interest income

  $ 980     $ 1,049  

Noninterest income

     

Service charges on deposits

    140       129  

Brokerage

    55       52  

Consumer services

    218       216  

Other

    101       37  

Total noninterest income

    514       434  

Total revenue

    1,494       1,483  

Provision for credit losses

    145       162  

Noninterest expense

    1,100       1,131  

Pretax earnings

    249       190  

Income taxes

    91       70  

Earnings

  $ 158     $ 120  

Average Balance Sheet

     

Loans

     

Consumer

     

Home equity

  $ 29,317     $ 28,913  

Indirect auto

    8,994       7,006  

Indirect other

    777       1,000  

Education

    7,547       8,220  

Credit cards

    4,271       4,108  

Other

    2,137       2,141  

Total consumer

    53,043       51,388  

Commercial and commercial real estate

    11,051       11,290  

Floor plan

    2,373       2,014  

Residential mortgage

    647       811  

Total loans

    67,114       65,503  

Goodwill and other intangible assets

    6,062       6,148  

Other assets

    2,744       2,465  

Total assets

  $ 75,920     $ 74,116  

Deposits

     

Noninterest-bearing demand

  $ 21,359     $ 20,744  

Interest-bearing demand

    33,490       31,183  

Money market

    49,484       48,291  

Total transaction deposits

    104,333       100,218  

Savings

    11,288       10,537  

Certificates of deposit

    19,882       22,683  

Total deposits

    135,503       133,438  

Other liabilities

    398       273  

Total liabilities

  $ 135,901     $ 133,711  

Performance Ratios

     

Return on average assets

    .84     .66

Noninterest income to total revenue

    34       29  

Efficiency

    74       76  

Other Information (a)

     

Credit-related statistics:

     

Commercial nonperforming assets

  $ 172     $ 230  

Consumer nonperforming assets

    1,059       1,050  

Total nonperforming assets (b)

  $ 1,231     $ 1,280  

Purchased impaired loans (c)

  $ 663     $ 788  

Commercial lending net charge-offs

  $ 20     $ 37  

Credit card lending net charge-offs

    37       45  

Consumer lending (excluding credit card) net charge-offs

    88       168  

Total net charge-offs

  $ 145     $ 250  

Commercial lending annualized net charge-off ratio

    .60     1.13

Credit card lending annualized net charge-off ratio

    3.51     4.44

Consumer lending (excluding credit card) annualized net charge-off ratio (d)

    .72     1.42

Total annualized net charge-off ratio (d)

    .88     1.55

At March 31

Dollars in millions, except as noted

   2014     2013  

Other Information (Continued) (a)

      

Home equity portfolio credit statistics: (e)

      

% of first lien positions at origination (f)

     53     48

Weighted-average loan-to-value ratios (LTVs) (f) (g)

     79     85

Weighted-average updated FICO scores (h)

     745       743  

Annualized net charge-off ratio (d)

     .75     1.97

Delinquency data: (i)

      

Loans 30 – 59 days past due

     .21     .23

Loans 60 – 89 days past due

     .08     .10

Total accruing loans past due

     .29     .33

Nonperforming loans

     3.12     3.01

Other statistics:

      

ATMs

     8,001       7,303  

Branches (j)

     2,703       2,856  

Brokerage account assets (in billions)

   $ 41     $ 39  

Customer-related statistics: (in thousands, except as noted)

      

Non-branch deposit transactions (k)

     31     20

Digital consumer customers (l)

     43     37
(a) Presented as of March 31, except for net charge-offs and net charge-off ratios, which are for the three months ended.
(b) Includes nonperforming loans of $1.2 billion at both March 31, 2014 and March 31, 2013.
(c) Recorded investment of purchased impaired loans related to acquisitions.
(d) Ratios for the first three months of 2013 include additional consumer charge-offs taken as a result of alignment with interagency guidance on practices for loans and lines of credit we implemented in the first quarter of 2013.
(e) Lien position, LTV and FICO statistics are based upon customer balances.
(f) Lien position and LTV calculations reflect the use of revised assumptions where data is missing.
(g) LTV statistics are based upon current information.
(h) Represents FICO scores that are updated at least quarterly.
(i) Data based upon recorded investment. Past due amounts exclude purchased impaired loans, even if contractually past due, as we are currently accreting interest income over the expected life of the loans.
(j) Excludes satellite offices (e.g., drive-ups, electronic branches and retirement centers) that provide limited products and/or services.
(k) Percentage of total deposit transactions processed at an ATM or through our mobile banking application.
(l) Represents consumer checking relationships that process the majority of their transactions through non-branch channels.

Retail Banking earned $158 million in the first quarter of 2014 compared with earnings of $120 million for the same period a year ago. The increase in earnings was driven by an increase in noninterest income and lower noninterest expense and provision for credit losses, partially offset by lower net interest income.

Retail Banking continues to augment and refine its core checking account products to enhance the customer experience and grow value. In the first quarter of 2014 we improved the Cash Flow Insight features and customer experience, and we discontinued the sale of free checking to our business banking customers. Retail Banking also continued to focus on growing consumer share of wallet through the sale of liquidity, banking and investment products and improved product value for customers. We are currently piloting Total Insight, an integrated banking and investing experience for our customers.

 

 

22    The PNC Financial Services Group, Inc. – Form 10-Q


Retail Banking also continued to focus on providing more cost effective alternative servicing channels that meet customers’ evolving preferences for convenience.

   

In the first quarter of 2014, approximately 43% of consumer customers used non-branch channels for the majority of their transactions compared with 37% for the same period in 2013.

   

Non-branch deposit transactions via ATM and mobile channels increased to 31% of total deposit transactions in the first quarter of 2014 compared with 20% for the same period a year ago.

   

As part of PNC’s retail branch transformation strategy, 45 branches were converted to universal branches as of March 31, 2014 in a pilot program, and 22 branches were closed or consolidated in the first quarter of 2014. Retail Banking’s primary geographic footprint extends across 17 states and Washington, D.C. Our retail branch network covers nearly half the U.S. population, with 2,703 branches and 8,001 ATMs.

Total revenue for the first three months of 2014 remained stable at $1.5 billion. Net interest income of $980 million decreased $69 million compared with the same period a year ago. The decrease resulted primarily from interest rate spread compression on the value of deposits due to the continued low rate environment and lower purchase accounting accretion and lower yields on loans. Noninterest income increased $80 million compared to the first quarter of 2013. The increase was due primarily to the $62 million pretax gain on the sale of 1 million Visa Class B common shares in the first quarter of 2014, the impact of higher customer-initiated fee-based transactions and growth in brokerage fees.

Net charge-offs were $145 million in the first quarter of 2014 compared with $250 million for the same period in 2013. The decrease was primarily attributable to the impact of alignment with interagency guidance in the first quarter of 2013.

Noninterest expense decreased $31 million in the first three months of 2014 compared to the same period in 2013. The decrease was due to disciplined expense management and the impact of branch consolidations in 2013, partially offset by higher non-credit losses and marketing expense.

Growing core checking deposits is key to Retail Banking’s growth and to providing a source of low-cost funding and liquidity to PNC. The deposit product strategy of Retail Banking is to remain disciplined on pricing, target specific products and markets for growth, and focus on the retention and growth of customer balances. In the first three months of 2014, average total deposits of $135.5 billion increased $2.1 billion, or 2%, compared with the same period in 2013.

   

Average transaction deposits grew $4.1 billion, or 4%, and average savings deposit balances grew $751

   

million, or 7%, compared to the prior year quarter as a result of organic deposit growth and continued customer preference for liquidity. In the first three months of 2014, compared with the same period a year ago, average demand deposits increased $2.9 billion, or 6%, to $54.8 billion and average money market deposits increased $1.2 billion, or 2%, to $49.5 billion.

   

Total average certificates of deposit decreased $2.8 billion, or 12%, compared to the same period of 2013. The decline in average certificates of deposit was due to the expected run-off of maturing accounts.

Retail Banking continued to focus on a relationship-based lending strategy that targets specific products and markets for growth, small businesses, and auto dealerships. In the first quarter of 2014, average total loans were $67.1 billion, an increase of $1.6 billion, or 2%, over the first quarter of 2013.

   

Average indirect auto loans increased $2.0 billion, or 28%, compared to the first three months of 2013. The increase was primarily due to the expansion of our indirect sales force and product introduction to acquired markets, as well as overall increases in auto sales.

   

Average home equity loans increased $404 million, or 1%, compared to the first three months of 2013. The portfolio grew modestly as increases in term loans were partially offset by declines in lines of credit. Retail Banking’s home equity loan portfolio is relationship based, with 97% of the portfolio attributable to borrowers in our primary geographic footprint.

   

Average auto dealer floor plan loans grew $359 million, or 18%, in the first three months of 2014, compared to the same period a year ago, primarily resulting from dealer line utilization and penetration into the Southeast market.

   

Average credit card balances increased $163 million, or 4%, over the first three months of 2013 as a result of organic growth.

   

For the first three months of 2014, compared to the same period a year ago, average loan balances for the remainder of the portfolio declined a net $1.3 billion, driven by a decline in the education portfolio of $673 million and commercial & commercial real estate of $239 million. The discontinued government guaranteed education loan, indirect other and residential mortgage portfolios are primarily run-off portfolios.

Nonperforming assets totaled $1.2 billion at March 31, 2014, a decrease of $49 million, or 4%, over the same period of 2013, driven by a $58 million decline in commercial nonperforming assets.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    23


CORPORATE & INSTITUTIONAL BANKING

(Unaudited)

Table 22: Corporate & Institutional Banking Table

 

Three months ended March 31

Dollars in millions, except as noted

  2014     2013  

Income Statement

     

Net interest income

  $ 934     $ 956  

Noninterest income

     

Corporate service fees

    268       246  

Other

    96       139  

Noninterest income

    364       385  

Total revenue

    1,298       1,341  

Provision for credit losses (benefit)

    (13     14  

Noninterest expense

    488       480  

Pretax earnings

    823       847  

Income taxes

    300       306  

Earnings

  $ 523     $ 541  

Average Balance Sheet

     

Loans

     

Commercial

  $ 75,506     $ 69,817  

Commercial real estate

    20,039       16,876  

Equipment lease financing

    6,789       6,552  

Total commercial lending

    102,334       93,245  

Consumer

    1,125       1,083  

Total loans

    103,459       94,328  

Goodwill and other intangible assets

    3,826       3,752  

Loans held for sale

    894       1,236  

Other assets

    9,758       12,355  

Total assets

  $ 117,937     $ 111,671  

Deposits

     

Noninterest-bearing demand

  $ 42,772     $ 40,572  

Money market

    20,678       17,023  

Other

    7,531       6,979  

Total deposits

    70,981       64,574  

Other liabilities

    7,476       18,779  

Total liabilities

  $ 78,457     $ 83,353  

Performance Ratios

     

Return on average assets

    1.80     1.96

Noninterest income to total revenue

    28       29  

Efficiency

    38       36  

Commercial Mortgage Servicing Portfolio – Serviced For PNC and Others (in billions)

     

Beginning of period

  $ 308     $ 282  

Acquisitions/additions

    23       21  

Repayments/transfers

    (18     (13

End of period

  $ 313     $ 290  

Other Information

     

Consolidated revenue from: (a)

     

Treasury Management (b)

  $ 311     $ 329  

Capital Markets (c)

  $ 157     $ 131  

Commercial mortgage loans held for sale (d)

  $ 19     $ 38  

Commercial mortgage loan servicing income (e)

    55       53  

Commercial mortgage servicing rights valuation, net of economic hedge (f)

    11       11  

Total commercial mortgage banking activities

  $ 85     $ 102  

Average Loans (by C&IB business)

     

Corporate Banking

  $ 52,253     $ 49,241  

Real Estate

    26,003       20,790  

Business Credit

    12,534       11,181  

Equipment Finance

    10,210       9,811  

Other

    2,459       3,305  

Total average loans

  $ 103,459     $ 94,328  

Total loans (g)

  $ 105,398     $ 94,843  

Net carrying amount of commercial mortgage servicing rights (g)

  $ 529     $ 452  

Credit-related statistics:

     

Nonperforming assets (g) (h)

  $ 786     $ 1,082  

Purchased impaired loans (g) (i)

  $ 428     $ 768  

Net charge-offs

  $ 2     $ 58  
(a) Represents consolidated PNC amounts. See the additional revenue discussion regarding treasury management, capital markets-related products and services, and commercial mortgage banking activities in the Product Revenue section of the Corporate & Institutional Banking portion of this Business Segments Review section.
(b) Includes amounts reported in net interest income and corporate service fees.
(c) Includes amounts reported in net interest income, corporate service fees and other noninterest income.
(d) Includes other noninterest income for valuations on commercial mortgage loans held for sale and related commitments, derivative valuations, origination fees, gains on sale of loans held for sale and net interest income on loans held for sale.
(e) Includes net interest income and noninterest income, primarily in corporate services fees, from loan servicing and ancillary services, net of changes in fair value on commercial mortgage servicing rights due to time and payoffs for the first three months of 2014 and net of commercial mortgage servicing rights amortization for the first three months of 2013. Commercial mortgage servicing rights valuation, net of economic hedge is shown separately.
(f) Includes amounts reported in corporate services fees.
(g) As of March 31.
(h) Includes nonperforming loans of $.7 billion at March 31, 2014 and $.9 billion at March 31, 2013.
(i) Recorded investment of purchased impaired loans related to acquisitions.

Corporate & Institutional Banking earned $523 million in the first three months of 2014, a decrease of $18 million compared with the first three months of 2013. The decrease in earnings was due to lower net interest income and lower noninterest income partially offset by a current quarter benefit from the provision for credit losses compared to provision expense in the 2013 period. We continued to focus on building client relationships, including increasing cross sales and adding new clients where the risk-return profile was attractive.

Highlights of Corporate & Institutional Banking’s performance include the following:

   

Corporate & Institutional Banking continued to execute on strategic initiatives, including in the Southeast, by organically growing and deepening client relationships that meet our risk-return measures.

   

Loan commitments increased 1%, or $2.4 billion, to $198.5 billion at March 31, 2014 compared to $196.1 billion at December 31, 2013 and 9%, or $15.9 billion, compared to $182.6 billion at March 31, 2013, primarily due to growth in our Real Estate, Corporate Banking and Business Credit businesses.

   

Period-end loan balances have increased for the fourteenth consecutive quarter increasing 4%, or $3.6 billion, to $105.4 billion at March 31, 2014 compared with $101.8 billion at December 31, 2013 and 11%, or $10.6 billion, compared with $94.8 billion at March 31, 2013.

   

Our Treasury Management business, which ranks among the top providers in the country, continued to invest in markets, products and infrastructure as well as major initiatives such as healthcare. During the first quarter of 2014, following the receipt of regulatory approvals, PNC Bank Canada Branch, PNC Bank, N.A.’s branch in Toronto, Canada, expanded its commercial banking capabilities to include commercial deposits and a comprehensive range of treasury management services.

   

Midland Loan Services was the number one servicer of Fannie Mae and Freddie Mac multifamily and healthcare loans and was the second leading servicer

 

 

24    The PNC Financial Services Group, Inc. – Form 10-Q


   

of commercial and multifamily loans by volume as of December 31, 2013 according to Mortgage Bankers Association. Midland is the only U.S. commercial mortgage servicer to receive the highest primary, master and special servicer ratings from Fitch Ratings, Standard & Poor’s and Morningstar.

Net interest income was $934 million in the first three months of 2014, a decrease of $22 million from the first three months of 2013, reflecting lower purchase accounting accretion and continued interest rate spread compression on loans and deposits, partially offset by higher average loans and deposits.

Corporate service fees were $268 million in the first three months of 2014, increasing $22 million compared to the first three months of 2013. This increase was primarily due to higher merger and acquisition advisory fees. Corporate service fees include the noninterest portion of treasury management revenue, corporate finance fees, including revenue from certain capital markets-related products and services, the noninterest portion of commercial mortgage loan servicing income, and commercial mortgage servicing rights valuation, net of economic hedge.

Other noninterest income was $96 million in the first three months of 2014 compared with $139 million in the first three months of 2013. The decrease of $43 million was driven by lower revenue associated with credit valuations for customer-related derivatives activities and lower multifamily loans originated for sale, primarily to Agencies.

For the first three months of 2014, there was a benefit from the provision for credit losses of $13 million compared to a provision for credit losses of $14 million in first three months of 2013, reflecting continuing improvement in credit quality. Net charge-offs were $2 million in first three months of 2014, which represents a decrease of $56 million compared with the first three months of 2013, primarily attributable to lower levels of commercial real estate and commercial charge-offs.

Nonperforming assets were $786 million, a 27% decrease from March 31, 2013 resulting from improving credit quality.

Noninterest expense was $488 million in the first three months of 2014, an increase of $8 million from the first three months of 2013, primarily driven by higher incentive compensation costs associated with business activity.

Average loans were $103.5 billion in the first three months of 2014 compared with $94.3 billion in the first three months of 2013, an increase of 10% reflecting strong growth in Real Estate, Corporate Banking and Business Credit.

   

Corporate Banking provides lending, treasury management and capital markets-related products and services to mid-sized and large corporations, government and not-for-profit entities. Average loans for this business increased $3.0 billion, or 6%, in the

   

first three months of 2014 compared with the first three months of 2013, primarily due to an increase in loan commitments from specialty lending businesses.

   

PNC Real Estate provides commercial real estate and real estate-related lending and is one of the industry’s top providers of both conventional and affordable multifamily financing. Average loans for this business increased $5.2 billion, or 25%, in the first three months of 2014 compared with the first three months of 2013 due to increased originations.

   

PNC Business Credit was one of the top four asset-based lenders in the country as of December 31, 2013, with increasing market share according to the Commercial Finance Association. The loan portfolio is relatively high yielding, with acceptable risk as the loans are mainly secured by short-term assets. Average loans increased $1.4 billion, or 12%, in the first three months of 2014 compared with the first three months of 2013 due to an increase in loan usage and new customer loan originations.

   

PNC Equipment Finance is a recognized leader in providing equipment financing solutions to clients throughout the U.S. and in Canada with over $11.6 billion in equipment finance assets as of March 31, 2014. Average equipment finance assets for the leasing company in the first three months of 2014 were $11.6 billion, an increase of $473 million, or 4%, compared with the first three months of 2013.

Average deposits were $71.0 billion in the first three months of 2014, an increase of $6.4 billion, or 10%, compared with the first three months of 2013 as a result of business growth and inflows into money market and noninterest-bearing deposits.

The commercial mortgage servicing portfolio was $313 billion at March 31, 2014, an increase of 2% compared with December 31, 2013 and an increase of 8% compared to March 31, 2013, as servicing additions exceeded portfolio run-off.

Product Revenue

In addition to credit and deposit products for commercial customers, Corporate & Institutional Banking offers other services, including treasury management, capital markets-related products and services, and commercial mortgage banking activities, for customers of all our business segments. On a consolidated basis, the revenue from these other services is included in net interest income, corporate service fees and other noninterest income. From a segment perspective, the majority of the revenue and expense related to these services is reflected in the Corporate & Institutional Banking segment results and the remainder is reflected in the results of other businesses. The Other Information section in Table 22 in this Business Segments Review section includes the consolidated revenue to PNC for these services. A discussion of the consolidated revenue from these services follows.

 

 

The PNC Financial Services Group, Inc. – Form 10-Q    25


Treasury management revenue, comprised of fees and net interest income from customer deposit balances, totaled $311 million for the first three months of 2014 compared with $329 million for the first three months of 2013. Lower spreads on deposits drove the decline in revenue in the first three months of 2014 compared with the first three months of 2013. Growth in deposit balances and products such as liquidity management products and payables was strong.

Capital markets revenue includes merger and acquisition advisory fees, loan syndications, derivatives, foreign exchange, asset-backed finance revenue and fixed income activities. Revenue from capital markets-related products and services totaled $157 million in the first three months of 2014 compared with $131 million in the first three months of 2013. The increase in the comparison was driven by the impact of higher merger and acquisition advisory fees and higher corporate finance fees partially offset by lower revenue associated with credit valuations for customer-related derivatives activities.

Commercial mortgage banking activities include revenue derived from commercial mortgage servicing (including net interest income and noninterest income from loan servicing and ancillary services, net of changes in commercial mortgage servicing rights due to time and payoffs, and commercial mortgage servicing rights valuations, net of economic hedge and, for the 2013 periods, mortgage servicing rights amortization), and revenue derived from commercial mortgage loans held for sale and related hedges (including loan origination fees, net interest income, valuation adjustments and gains or losses on sales).

Commercial mortgage banking activities resulted in revenue of $85 million in the first three months of 2014 compared with $102 million in the first three months of 2013. The decrease in the comparison was mainly due to lower multifamily loans originated for sale, primarily to Agencies.

ASSET MANAGEMENT GROUP

(Unaudited)

Table 23: Asset Management Group Table

 

Three months ended March 31

Dollars in millions, except as noted

   2014     2013  

Income Statement

      

Net interest income

   $ 71     $ 73  

Noninterest income

     199       182  

Total revenue

     270       255  

Provision for credit losses

     12       5  

Noninterest expense

     199       183  

Pretax earnings

     59       67  

Income taxes

     22       24  

Earnings

   $ 37     $ 43  

Average Balance Sheet

      

Loans

      

Consumer

   $ 5,311     $ 4,793  

Commercial and commercial real estate

     1,023       1,037  

Residential mortgage

     771       772  

Total loans

     7,105       6,602  

Goodwill and other intangible assets

     272       306  

Other assets

     222       223  

Total assets

   $ 7,599     $ 7,131  

Deposits

      

Noninterest-bearing demand

   $ 1,338     $ 1,331  

Interest-bearing demand

     3,893       3,616  

Money market

     3,889       3,841  

Total transaction deposits

     9,120       8,788  

CDs/IRAs/savings deposits

     436       454  

Total deposits

     9,556       9,242  

Other liabilities

     53       60  

Total liabilities

   $ 9,609