September 5, 2013

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Form 10-K for Fiscal Year Ended December 31, 2012

Filed March 1, 2013

Form 10-Q for the Quarterly Period Ended March 31, 2013

Filed May 9, 2013

File No. 001-09718

Dear Ms. Hayes:

The PNC Financial Services Group, Inc. (PNC or the Company) is responding to your letter dated August 7, 2013 pertaining to your review and comments regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (Form 10-K) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (Form 10-Q).

We appreciate your comments regarding our recent disclosures. Company management is responsible for establishing and maintaining effective controls over financial reporting and the adequacy and accuracy of the disclosures in our filings. We acknowledge that SEC Staff (Staff) comments or changes to disclosures that we make in response to Staff comments do not foreclose the SEC from taking any action with respect to the Form 10-K or Form 10-Q. In addition, we will not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

For your convenience, we have repeated herein each of the comments in your letter (in italics) and provided responses thereto. All references to page numbers and captions in our responses correspond to the page numbers and captions in the Form 10-K or Form 10-Q, as applicable.

1

Form 10-K for the fiscal year ended December 31, 2012

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Balance Sheet Review, page 42

Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit, page 95

RESPONSE:

During the third quarter of 2012, PNC transitioned from primarily using third party data and management judgment to primarily using internal PNC default and loss data for calibrating our Commercial probability of defaults (PDs) and Commercial loss given defaults (LGDs). The transition to internal Commercial PD and LGD data was made in response to Basel and other regulatory guidance. The use of internal data is appropriate since more internal loss history data is available due to the growth of PNC upon the National City Corporation acquisition and also due to more operating history with the passage of time. We believe using internal data for determining PDs and LGDs results in an estimate of the allowance for loan and lease losses that is more representative of our portfolio than primarily using third party data and management judgment. Although we expect internal data to continue to be the primary driver in the calibration of PNC’s Commercial PDs and LGDs, third party data, regulatory guidance and management judgment will continue to be considered in future analyses.

In future filings, we will add the following:

Our PDs and LGDs are primarily determined using internal commercial loan loss data. PDs and LGDs are supplemented with third party data and management judgment, as deemed necessary. We continue to evaluate and enhance our use of internal commercial loss data and will periodically update our PDs and LGDs, as well as consider third party data, regulatory guidance and management judgment.

Item 8 – Financial Statements and Supplementary Data

Note 3 Loan Sale and Servicing Activities and Variable Interest Entities, page 139

RESPONSE:

Per our conversation with the Staff on Monday, August 12, 2013, the requested information for serviced loans per ASC 860-20-50-4(e) relates to residential mortgages, commercial mortgages and home equity loans/lines and will be included within Note 3 Loan Sale and Servicing Activities and Variable Interest Entities.

Beginning with our Form 10-Q for the quarter ending September 30, 2013, we will include the following as of September 30, 2013 and as of December 31, 2012:

The table below presents information about the principal balances of transferred loans not recorded on our balance sheet, including residential mortgages. Additionally, the table below includes principal balances of commercial mortgage securitizations where we service those assets. Delinquent loans are loans 90 days or more past due.

2

Per our conversation with the Staff on Monday, August 12, 2013, we will include the request for vintage information related to serviced loans in our Residential Mortgage Repurchase Obligations discussion within Recourse and Repurchase Obligations in MD&A. Loans serviced for Fannie Mae and Freddie Mac are included within the table.

Beginning with our Form 10-Q for the quarter ending September 30, 2013, we will include the following as of September 30, 2013 and as of December 31, 2012:

Delinquent loans (loans 90 days or more past due) by vintage relating to the residential mortgages we service for the Agencies, and for which we could experience a loss if required to repurchase a delinquent loan due to a breach in representations and warranties, is presented below:

Table 95: Fair Value Measurements – Recurring Quantitative Information, page 180

RESPONSE:

The total Insignificant Level 3 assets, net of liabilities of $19 million at December 31, 2012 is comprised of the following assets and liabilities:

3

On a quarterly basis, we obtain quantitative information about significant unobservable inputs for Level 3 recurring assets and liabilities presented in Table 93: Fair Value Measurements – Summary, page 177 in our Form 10-K. We analyze the information giving consideration to the guidance provided in ASC 820-10-50-1A¹ when determining which amounts are significant and for which disclosures relating to significant unobservable inputs should be included in Table 95: Fair Value Measurements – Recurring Quantitative Information, page 180 in our Form 10-K.

We note that the Level 3 “Other contracts” liabilities amount of $121 million is primarily comprised of $72 million of “Other derivative contracts” and $43 million of “Swaps related to sales of certain Visa Class B commons shares” with the remaining $6 million included in “Insignificant Level 3 assets, net of liabilities.”

While we did not provide quantitative information about the significant unobservable inputs used in the fair value measurements for the $19 million reflected above, we provide a narrative description of the unobservable input(s) and the sensitivity of the fair value measurements to changes in unobservable inputs. Additionally, we provide a description of interrelationships between inputs and their effects on the overall fair value measurements. Significant unobservable inputs related to commercial mortgage loan commitments, interest rate option assets and liabilities and risk participation agreement assets and liabilities are discussed on page 174 of the Form 10-K. Loans and other assets and liabilities are discussed on page 176 of the Form 10-K.

4

In future filings, we will reference the disclosures on pages 174 and 176 for these insignificant amounts (see footnote (e)):

Table 95: Fair Value Measurement – Recurring Quantitative Information

5

As a supplement to our conversation with the Staff on Monday, August 12, 2013, we note that our reference to Credit Valuation Adjustment (CVA) on page 174 of our Form 10-K is a net CVA (i.e., our counterparties’ nonperformance risk for derivative assets and our nonperformance risk for derivative liabilities).

We will revise our disclosure in future filings to clarify that we are discussing a net CVA as follows:

The fair values of our derivatives are adjusted for our own and our counterparties’ nonperformance risk through the calculation of our Credit Valuation Adjustment (CVA).

Item 11 – Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation programs – summary, page 39

Compensation programs – decisions, page 41

COMBINED RESPONSE TO COMMENTS 4 AND 5:

At least annually, we review compensation data for certain senior executives, including our named executive officers (NEOs). An annual review helps the Personnel and Compensation Committee (“Committee”) of our Board of Directors to approve a total compensation target for each NEO. The total compensation target includes the annual base salary as well as an incentive compensation target (generally composed of cash and equity-based awards).

To facilitate the establishment of these targets, we review the NEO’s role at PNC, and the responsibilities of the position, as well as available market data for compensation of comparable roles and responsibilities at other companies. A third-party consulting firm that is considered to be a leading provider of compensation information for the financial services industry provides relevant market data. The data include information from our peer group companies and, in certain cases, companies outside of our peer group with similar business lines. The Committee approves targets for each NEO in the first quarter of the calendar year, before any substantial passage of time for the performance year has occurred, in connection with a review of compensation data from the prior year.

The Committee does not use a formula to derive a total compensation target for each NEO, or apportion a pre-determined percentage between base salary and incentive compensation. Instead, the Committee considers the following principles when determining targets, in light of the NEO’s role, the responsibilities of the position, and relevant market data:

After annual incentive compensation decisions have been disclosed for PNC’s peer group, the Committee reviews the actual compensation paid to peers. This facilitates an evaluation of the appropriateness of the targets that had previously been established for the NEOs.

Form 10-Q for the Quarterly Period Ended March 31, 2013

Allowances for Loan and Lease Losses and Unfunded Loan Commitments and Letters of Credit, page 56

6

RESPONSE:

As further described below, consumer nonperforming loans have experienced increases in recent periods primarily related to policy changes driven by regulatory (“interagency”) guidance.

Home equity 90+ days past due

In the first quarter of 2012, we adopted a policy that home equity loans past due 90 days or more would be placed on nonaccrual status and reported as nonperforming. Prior policy required that these loans be past due 180 days before being placed on nonaccrual status. The policy change was disclosed in our Form 10-Q for the quarter ended March 31, 2012 and within Note 1 – Accounting Policies in our Form 10-K and Form 10-Q on page 131 and page 79, respectively. The impact of this change was an increase to nonperforming home equity loans of approximately $200 million for the quarter ended March 31, 2012. The impact of the policy change was considered in our reserving process in the determination of our allowance for loan and lease losses during 2012.

Chapter 7 Bankruptcy TDRs

In the third quarter of 2012, we classified loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC as TDRs. If the loan amount of the newly identified TDR exceeds the collateral value less costs to sell, the loan is charged-off to that amount and the remaining amount is reported as nonperforming. The treatment is primarily applicable to home equity and residential real estate loans, and the change in treatment was completed in the fourth quarter of 2012. The change in treatment was disclosed in our Form 10-Q for the quarter ended September 30, 2012 and within our Credit Risk Management – Credit Quality Overview section of our MD&A and Note 5 – Asset Quality in our Form 10-K on pages 88 and 156, respectively. The impact of this change for the quarter ended September 30, 2012 was an increase to nonperforming home equity and residential real estate loans of approximately $88 million and $16 million, respectively. The impact of this change for the quarter ended December 31, 2012 was an increase to nonperforming home equity and residential real estate loans of approximately $100 million and $84 million, respectively. The impact of the change in treatment was considered in our reserving process in the determination of our allowance for loan and lease losses during 2012.

Nonaccrual Charge-offs Policy

In the first quarter of 2013, we completed our alignment of certain nonaccrual and charge-off policies consistent with interagency supervisory guidance on practices for loans and lines of credit related to consumer lending. This alignment resulted in an increase in nonperforming loans and primarily related to (i) subordinate consumer loans (home equity loans and lines and residential mortgages) where the first-lien loan was 90 days or more past due, (ii) government guaranteed loans where the guarantee may not result in collection of substantially all contractual principal and interest and (iii) loans with borrowers in bankruptcy. The change was disclosed within Note 1 – Accounting Policies in our Form 10-Q on page 79. The impact of this change for the quarter ended March 31, 2013 was an increase to nonperforming home equity and residential real estate loans of approximately $214 million and $187 million, respectively. The impact of the alignment of the policies was considered in our reserving process in the determination of our allowance for loan and lease losses at December 31, 2012.

In addition to the increases in nonperforming loan balances, the impact of adopting and conforming to interagency guidance also resulted in these loans being charged-off to the respective collateral value less costs to sell, and any associated allowance at the time of charge-off was reduced to zero. Therefore, the charge-off activity resulted in a reduction to the allowance. As the interagency guidance was adopted, incremental provision for credit losses was recorded if the related loan charge-off exceeded the associated allowance. In future periods, subsequent declines in collateral value for these loans will be charged-off.

During the periods in which interagency guidance was adopted, overall consumer loan delinquencies decreased. The decline in the consumer provision for credit losses was primarily due to the decline in delinquent loans, which more than offset any increase in provision from the alignment with interagency guidance.

In future filings, we will add the following:

Certain consumer nonperforming loans were charged-off to the respective collateral value less costs to sell, and any associated allowance at the time of charge-off was reduced to zero. Therefore, the charge-off activity resulted in a reduction to the allowance. As the interagency guidance was adopted, incremental provision for credit losses was recorded if the related loan charge-off

7

exceeded the associated allowance. During the periods in which interagency guidance was adopted, overall consumer loan delinquencies decreased. The decline in the consumer provision for credit losses was primarily due to the decline in delinquent loans, which more than offset any increase in provision from the alignment with interagency guidance. In future periods, subsequent declines in collateral value for these loans will be charged-off.

Financial Statements

Notes to Consolidated Financial Statements, page 78

Note 5 Asset Quality, page 89

Table 73: Financial Impact and TDRs by Concession Type, page 99

RESPONSE:

Our home equity troubled debt restructurings (TDRs) and the amounts charged-off as a result of these restructurings increased during the period ended March 31, 2013 compared to the prior period. The increase was primarily attributable to identification of loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC which have been classified as TDRs. The change in treatment was initially adopted in the quarter ending September 30, 2012. Accordingly, the information in Table 73 relating to the quarter ending March 31, 2013 includes this change in treatment while the information relating to the quarter ending March 31, 2012 does not include this change in treatment. These TDRs have been charged-off to their collateral value less costs to sell, and any associated allowance at the time of charge-off was reduced to zero. Therefore, the charge-off activity resulted in a reduction to the allowance. As the change in treatment was adopted, incremental provision for credit losses was recorded if the related loan charge-off exceeded the associated allowance. However, the primary driver of the decrease to the provision was the decline in delinquent loans which more than offset any increase in provision from the identification of loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC which have been classified as TDRs. In future periods, subsequent declines in collateral value for these loans will be charged-off.

The difference between the pre-TDR recorded investment balance at March 31, 2013 of $119 million and the post-TDR recorded investment balance of $88 million reflected in Table 73 is primarily attributable to incorporating the September 30, 2012 adoption of TDR accounting for loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC in our detailed loan reporting systems in the first quarter of 2013. Due to operational limitations of implementing the change in treatment in our loan reporting systems, which was completed in the first quarter of 2013, the information in Table 73 in the Form 10-Q includes an immaterial amount of charge-offs that were reflected in our prior period disclosures and which were considered in our prior period allowance and provision. Our future filings will be revised accordingly. Although this immaterial misstatement resulted in increased TDR volume and amounts charged-off in the first quarter of 2013, the remaining first quarter 2013 activity continues to reflect an increase in volume and amounts compared to the prior period due to the reasons noted in the previous paragraph.

8

In future filings, we will add the following to our Note 5 Asset Quality:

Allowance for loan losses has declined as a result of the increase in identified loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC which have been classified as TDRs. These loans have been charged-off to collateral value less costs to sell, and any associated allowance at the time of charge-off was reduced to zero. Therefore, the charge-off activity resulted in a reduction to the allowance in prior periods, as well as the difference in pre-TDR recorded investment to the post-TDR recorded investment reflected in Table 73. As the change in treatment was adopted, incremental provision for credit losses was recorded if the related loan charge-off exceeded the associated allowance. In future periods, subsequent declines in collateral value for these loans will be charged-off.

Consistent with our response to Comment 6, we will also include this statement in MD&A:

However, the primary driver of the decrease to the provision was the decline in delinquent loans which more than offset any increase in provision from the identification of loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC which have been classified as TDRs.

Table 75: Impaired Loans, page 101

9

RESPONSE:

Pursuant to interagency supervisory guidance, during the third and fourth quarter of 2012 PNC identified loans where a borrower has been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC. These loans were recognized as nonperforming TDRs, charge-offs were recognized based upon a loan’s underlying collateral value, less costs to sell, and any associated allowance at the time of charge-off was reduced to zero.

In our December 31, 2012 Form 10-K, due to operational limitations, these loans were included in Table 74: Impaired Loans as “Impaired loans with an associated allowance” with footnote (c) which disclosed that, “Pursuant to regulatory guidance issued in the third quarter of 2012, the impact of TDRs where no formal reaffirmation was provided by the borrower and therefore a concession has been granted based upon discharge from personal liability in bankruptcy is included in the table. A portion of these loans have been written down to collateral value.”

In the first quarter of 2013, we changed our process and presentation to comply with ASC 310-10-50-15 by reflecting these loans that had been charged-off to collateral value less costs to sell within Table 75: Impaired Loans as “Impaired loans without an associated allowance.” This revised presentation is a correction of an immaterial error, but did not change the total amount of home equity and residential real estate impaired loans.

We will provide the following as a footnote to the Impaired Loans table in future filings to disclose why this revision occurred:

Consistent with our March 31, 2013 presentation, certain impaired loan balances at December 31, 2012 were reclassified from Impaired loans with an associated allowance to Impaired loans without an associated allowance to reflect those loans that had been identified as of December 31, 2012 as loans where a borrower had been discharged from personal liability in bankruptcy and has not formally reaffirmed its loan obligation to PNC and the loans were subsequently charged-off to collateral value less costs to sell.

10

We thank you in advance for your prompt attention to this response and look forward to hearing from you at your earliest convenience. Please direct any questions regarding the Company’s response to Greg Kozich, Senior Vice President and Controller, at 412-762-0790.

cc: Rebekah Lindsey

11