PNCPNC Financial Services

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Presiding Director is brought to bear in connection with your board’s role in risk oversight.

The PNC Financial Services Group, Inc. is in receipt of the letter from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated September 22, 2022 (the “Comment Letter”) with respect to the above-referenced Definitive Proxy Statement on Schedule 14A filed with the Commission on March 16, 2022. We acknowledge the Staff’s comments contained in the Comment Letter and confirm that we will enhance our future proxy disclosures in accordance with the topics discussed in the Comment Letter as well as any material developments to our risk oversight structure. One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Presiding Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Presiding Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

Rest of the question

re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.