APPLICATION

to the

BOARD OF GOVERNORS OF THE FEDERAL RESERVERESERVE SYSTEMSYSTEM

forfor PriorPrior ApprovalApproval for

THE PNC FINANCIAL SERVICES GROUP, INC.INC.

to AcquireAcquire

BBVA USA BANCSHARES,BANCSHARES, INC.INC.

and

BBVA USAUSA

and for

PNCPNC Bancorp, Inc.Inc.

to AcquireAcquire

BBVA USAUSA

pursuantpursuant toto Section 3 of thethe Bank Holding Company ActAct and Section 225.15 of Regulation Y

December 29,29, 20202020

W/3918272 W/3918272

Board of Governors of the Federal Reserve System

Application toto BecomeBecome a BankBank HoldingHolding Company and/orandlor Acquire an Additional BankBank or Bank HoldingHolding CompanyCompany-FR—FR Y-3Y-3

The PNC Financial Services Group, Inc. Corporate Title of Applicant The Tower at PNC Plaza,Plaza, 300 Fifth Avenue Street Address Pittsburgh, PAPA 1522215222-2401-2401 City State Zip Code

(Type(Type of organization, such as corporation, partnership, business trust, association, or trust)

Hereby applies to the Board pursuant to: E (1)(1) Section 3(a)(1) of the Bank Holding Company Act of 1956,1956, as amended, (‘‘BHC("BHC Act"-12Act’’—12 U.S.C.U.S.C. §1842), under ‘‘Procedures"Procedures for other bank acquisition proposals’’proposals" as described in section 225.15 of RegulationRegulation Y; * (2)(2) Section 3(a)(3) of the BHC Act, under ‘‘Procedures"Procedures for otheotherr bank acquisition proposals’’proposals" as described in section 225.15 of Regulation Y; or * (3)(3) Section 3(a)(5) of the BHC Act, under ‘‘Procedures"Procedures for other bank acquisition proposals’’proposals" as described in section 225.15 ofof Regulation Y. for prior approval of the acquacquisitionisition of direct or indirect ownership, ownership, control, or ppowerower to vote at least ______((100% 100% ) of a class of voting shares or otherwise to control: Number Percent

BBVA USA Bancshares, Inc. Corporate Title of Bank or Bank Holding Company 2200 Post Oak Blvd. Street Address Houston, TX 77056 City State Zip Code

Does applicant request confidential treatment for any portion of this submission? IS Yes IX As required by the General Instructions, a letter justifying the request for confidential treatment is included.included. IX The information for which confidential treatment is being sought is separately bound and labeled "Confidential." 0 No

Public reporting burden for this collection of information for applications filed pursuant to section 3(a)(1) of the BHC Act are estimated toto average 53 hours per response while applications filed pursuant toto sectionsection 3(a)(3) or section 3(a)(5) of the BHC Act are estimated to average 63.5 hours per response, including the time to gatgatherher and maintain data in the requirequiredred form, toto review instructions and to complete thethe information information collection. The Federal Reserve may not conduct or sponsor, and an organization is not required to respond to, a collection of informatioinformationn unless it displays a currently valid OMB control nunumber.mber. Send comments regarding this burden estimate or any other aspect of this collection of information, includingincluding suggestions for reducingreducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; and to the Office of Management and Budget, Paperwork Reduction Reduction Project (7100(7100-0121),-0121), Washington, DC 20503.

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Name, title, address, telephone number, and facsimile number of person(s) to whom inquiries concerning this application may be directed:

Patricia A. Robinson Richard K. Kim Name Name

Of Counsel Partner Title Title Wachtell, Lipton, Rosen & Katz, 51 W. 52nd Street Wachtell, Lipton, Rosen & Katz, 51 W. 52nd Street Street Address Street Address

New York, NY 10019 New York, NY 10019 City State Zip Code City State Zip Code (212) 403-1127 (212) 403-1354 Area Code / Phone Number Area Code / Phone Number [email protected] [email protected] Email Address Email Address

Certification

I certify that the information contained in this application has been Availability of Information (12 C.F.R. Part 261), requesting examined carefully by me and is true, correct, and complete, and confidential treatment for the information. is current as of the date of this submission to the best of my I acknowledge that approval of this application is in the discretion knowledge and belief. I acknowledge that any misrepresentation or omission of a material fact constitutes fraud in the inducement ofetheaBoardeofeGovernorsnofotheoFederaltReservehSystemo(the and may subject me to legal sanctions provided by 18 U.S.C. "eea eev".Atoso omnctos hte rl §1001 an §1007. written, or electronic, by the Federal Reserve or its employees in §1001and §007.connection with this filing, including approval if granted, do not I also certify, with respect to any information pertaining to an constitute a contract, either express or implied, or any other individual and submitted to the Board in (or in connection with) this obligation binding upon the agency, the United States or any other application, that the applicant has the authority, on behalf of the entity of the United States, or any officer or employee of the United individual, to provide such information to the Board and to consent States. Such actions or communications will not affect the ability or to object to public release of such information. I certify that the of the Federal Reserve to exercise its supervisory, regulatory, or applicant and the involved individual consent to public release of examination"Federal Reser powers% ve" underA;ffcion applicableo r co mulaws i atonand regulations., wh th r or lI any such information, except to the extent set forth in a written further acknowledge that the foregoing may not be waived or request by the applicant or the individual, submitted in accordance modified by any employee or agency of the Federal Reserve or of with the Instructions to this form and the Board's Rules Regarding the United States.

Signed this 29th day of December, 2020.

Gregory B. Jordan, General Couns nd Chief Administrative Officer

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W/391

Board of Governors of the Federal Reserve System

Application toto BecomeBecome a BankBank HoldingHolding Company and/orandlor Acquire an Additional BankBank or Bank HoldingHolding CompanyCompany-FR—FR Y-3Y-3

PNC Bancorp, Inc.Inc. Corporate Title of Applicant 300 Delaware Avenue Street Address Wilmington,Wilmington, DEDE 29801 City State Zip Code

(Type(Type of organization, such as corporation, partnership, business trust, association, or trust)

Hereby applies to the Board pursuant to: E (1)(1) Section 3(a)(1) of the Bank Holding Company Act of 1956,1956, as amended, (‘‘BHC("BHC Act"-12Act’’—12 U.S.C.U.S.C. §1842), under ‘‘Procedures"Procedures for other bank acquisition proposals’’proposals" as described in section 225.15 of RegulationRegulation Y; M (2)(2) Section 3(a)(3) of the BHC Act, under ‘‘Procedures"Procedures for other bank acquisition proposals’’proposals" as described in section 225.15 ofof Regulation Y; or E (3)(3) Section 3(a)(5) of the BHC Act, under ‘‘Procedures"Procedures for other bank acquisition proposals’’proposals" as described in section 225.15225.15 of Regulation Y. for prior approval of the acquisition of direct or indirect ownership, ownership, control, or ppowerower to vote at least ______((100% 100% ) of a class of vovotingting shares or otherwise to control: Number Percent

BBVA USA Corporate Title of Bank or Bank Holding Company 15 20th Street S. Street Address Birmingham, AL 35233 City State Zip Code

Does applicant request confidential treatment for any portion of thisthis submission? IS Yes IX As required by the General Instructions, a letter justifying the request for confidential treatment is included. IX The information for which confidential treatment is being sought is separately bound and labeled "Confidential." 0 No

Public reporting burden for this collection of information for applications filed pursuant to section 3(a)(1) of the BHC Act are estimated to average 53 hours per response while applications filed pursuant to sectionsection 3(a)(3) or section 3(a)(5) of the BBHCHC Act are estimated to average 63.5 hours per response, including the time to gather and maintain data in the required form, toto reviewreview instructions and to complete thethe information information collection. The Federal Reserve may not conduct or sponsor, and an organizationorganization is not required to respond to, a collection of information unless unless itit displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, includingincluding suggestions for reducinreducingg this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; and to the Office of Management and Budget, Paperwork Reduction Project (7100-0121),(7100-0121), Washington, DC 20503.

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Name, title, address, telephone number, and facsimile number of person(s) to whom inquiries concerning this application may be directed:

Patricia A. Robinson Richard K. Kim Name Name

Of Counsel Partner Title Title Wachtell, Lipton, Rosen & Katz, 51 W. 52nd Street Wachtell, Lipton, Rosen & Katz, 51 W. 52nd Street Street Address Street Address

New York, NY 10019 New York, NY 10019 City State Zip Code city State Zip Code (212) 403-1127 (212) 403-1354 Area Code / Phone Number Area Code / Phone Number [email protected] [email protected] Email Address Email Address

Certification

I certify that the information contained in this application has been Availability of Information (12 C.F.R. Part 261), requesting examined carefully by me and is true, correct, and complete, and confidential treatment for the information. is current as of the date of this submission to the best of my I acknowledge that approval of this application is in the discretion knowledge and belief. I acknowledge that any misrepresentation or omission of a material fact constitutes fraud in the inducement ofetheaBoardeofeGovernorsnofotheoFederaltReservehSystemo(the and may subject me to legal sanctions provided by 18 U.S.C. "eea eev".Atoso omnctos hte rl §1001 an §1007. written, or electronic, by the Federal Reserve or its employees in §1001and §007.connection with this filing, including approval if granted, do not I also certify, with respect to any information pertaining to an constitute a contract, either express or implied, or any other individual and submitted to the Board in (or in connection with) this obligation binding upon the agency, the United States or any other application, that the applicant has the authority, on behalf of the entity of the United States, or any officer or employee of the United individual, to provide such information to the Board and to consent States. Such actions or communications will not affect the ability or to object to public release of such information. I certify that the of the Federal Reserve to exercise its supervisory, regulatory, or applicant and the involved individual consent to public release of examination"Fedeal Rheserve)fAcion powers under applicableor comuiatoniwhthrorl laws and regulations. I any such information, except to the extent set forth in a written further acknowledge that the foregoing may not be waived or request by the applicant or the individual, submitted in accordance modified by any employee or agency of the Federal Reserve or of with the Instructions to this form and the Board's Rules Regarding the United States.

Signed this 29th day of December, 2020.

Gregory B. Jordan, General Couns d Chief Administrative Officer

Stts-uhatin rcmuiatoswl o ffc h-blt

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Table of Contents

PagePage

PRELIMINARY STATEMENT ...... 1...... 1

Introduction...... 1Introduction ...... 1

Executive Summary ...... 22

The Companies ...... 77

The PNC Financial Group, Inc.Inc. and PNC Bank,Bank, NationalNational Association:Association: ...... 77

BBVA USA Bancshares, Inc. andand BBVA USA: ...... 9...... 99

Structure and Terms of the Proposed Transaction...... 10Transaction ...... 10

Structure of the Transaction...... 10Transaction ...... 10

Share Purchase AgreementAgreement and BankBank MergerMerger Agreement ...... 1111

Required Approvals ...... 14

Public Notice...... Notice ...... 15

Factors for Federal Reserve Review ...... 15

I. Interstate Banking Requirements and LiabilitiesLiabilities ConcentrationConcentration ...... 15

A. Interstate Banking RequirementsRequirements ...... 15

B. Liabilities Concentration...... 17Concentration ...... 17

II. Financial and Managerial Resources and FutureFuture Prospects ...... 18

A. Financial, Capital and Liquidity StrengthStrength ...... 19

B. Managerial Resources ...... 2121

1. Boards of Directors ...... 2121 2. Senior Executive Officers ...... 23 2. Senior Executive Officers ...... 23 3. Employees ...... 25 3. Employees ...... 25 4. Integration Planning and Experience ...... 26 4. Integration Planning and Experience ...... 26 5. Enterprise Risk Management ...... 27 5. Enterprise Risk Management ...... 27

-V--v- W/3918272 W/3918272

6. Compliance Risk Management...... 28Management ...... 28

7. Management of COVID-19COVID-19 Impacts ...... 3030

8. LIBOR Transition Planning...... 34Planning ...... 34

9. Management of Environmental, SocialSocial ResponsibilityResponsibility and GovernanceGovernance Issues...... Issues ...... 3737

III. Anti-MoneyAnti-Money Laundering Compliance Record ...... 4343

IV. Competitive Effects ...... 4444

V. Financial Stability RiskRisk Considerations ...... 4747

VI. Convenience and NeedsNeeds of the Community...... 55Community ...... 55

VII. CommitmentCommitment toto the CRA ...... 6060

A. PNC Bank CRA Performance Record...... 63Record ...... 63

B. BBVA USA CRA Performance RecordRecord ...... 83

Conclusion ...... 104

RESPONSES TO THE FORM FR Y-3Y-3 INFORMATION REQUESTREQUEST ITEMS..ITEMS ...... 106

EXHIBIT VOLUME INDEXES ...... 121

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Request forfor Confidential Treatment

Confidential treatment is beingbeing requested under thethe federalfederal FreedomFreedom ofof InformationInformation Act,Act, 5 U.S.C. § 552 (the "FOIA"),“FOIA”), and the implementing regulationsregulations of the BoardBoard ofof GovernorsGovernors ofof thethe Federal Reserve System (the "Federal“Federal Reserve"),Reserve”), forfor thethe information containedcontained inin thethe Confidential Exhibits Volume to this application (the "Confidential“Confidential Materials").Materials”). The Confidential Materials include, for example, nonpublicnonpublic propro forma financialfinancial informationinformation andand information regarding the businessbusiness strategies and plans ofof (1)(1 ) TheThe PNC FinancialFinancial ServicesServices Group, Inc. ("PNC"),(“PNC”), PNC Bancorp,Bancorp, Inc. ("PNC(“PNC Bancorp")Bancorp”) andand theirtheir subsidiary bank,bank, PNCPNC Bank, National AssociationAssociation ("PNC(“PNC Bank")Bank”) and (2)(2) BancoBanco Bilbao VizcayaVizcaya Argentaria,Argentaria, S.A. ("BBVA"),(“BBVA”), BBVA USA Bancshares, Inc. ("BBVA(“BBVA Bancshares")Bancshares”) andand theirtheir U.S.U.S. subsidiarysubsidiary bank,bank, BBVA USA,USA, and other information regardingregarding additionaladditional mattersmatters of a similarsimilar nature,nature, whichwhich isis commercial or financial information thatthat isis bothboth customarily and actually treatedtreated asas privateprivate byby PNC, PNC Bancorp, PNC Bank, BBVA, BBVABBVA Bancshares and BBVABBVA USAUSA and providedprovided toto the government under an assurance of privacy.privacy. CertainCertain information in thethe Confidential MaterialsMaterials also includes confidential supervisory information, whichwhich isis protectedprotected fromfrom disclosure.disclosure . NoneNone ofof this information is the type of information thatthat would otherwiseotherwise bebe mademade availableavailable toto thethe publicpublic under any circumstances. AllAll such information, if mademade public,public, couldcould result in substantialsubstantial andand irreparable harm to PNC, PNC Bancorp, PNCPNC Bank, BBVA,BBVA, BBVABBVA Bancshares and BBVABBVA USA.USA. Other exemptions from disclosure underunder the FOIA may alsoalso apply. InIn addition,addition, investorsinvestors and potential investors could bebe influenced or misledmisled byby suchsuch information, whichwhich is notnot reportedreported in any documents filed or to be filed in accordance with thethe disclosuredisclosure requirementsrequirements ofof applicable securities laws, as a result of which PNC or BBVABBVA could bebe exposed toto potentialpotential inadvertent violations of law or exposure toto legal claims. Accordingly,Accordingly, confidentialconfidential treatmenttreatment isis respectfully requested for the Confidential MaterialsMaterials under thethe FOIA and thethe FederalFederal Reserve'sReserve’s implementing regulations.

Please contact Patricia A. Robinson (212-403-1127)(212-403-1127) or Richard K.K. KimKim (212-403-1354)(212-403-1354) before any public release of any of thisthis information pursuantpursuant toto aa request underunder the FOIAFOIA oror aa request or demand for disclosure byby anyany governmental agency, congressional office or committee, court or grand jury.jury. Such prior noticenotice is necessary soso thatthat PNC,PNC, PNCPNC Bancorp,Bancorp, PNCPNC Bank, BBVA, BBVA Bancshares and BBVA USAUSA maymay take appropriateappropriate steps toto protectprotect suchsuch information from disclosure.

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PRELIMINARY STATEMENTSTATEMENT

IntroductionIntroduction

The PNC Financial Services Group,Group, Inc.Inc. ("PNC")(“PNC”) is herebyhereby submittingsubmitting thisthis applicationapplication (the “"Application")Application”) to thethe Board of Governors of thethe Federal ReserveReserve System (the(the "Federal“Federal Reserve"),Reserve”), respectfully requesting approval toto acquire BBVABBVA USAUSA Bancshares, Inc.Inc. ("BBVA(“BBVA Bancshares"),Bancshares”), and thereby itsits sole subsidiary bank,bank, BBVA USAUSA (formerly(formerly CompassCompass Bank)Bank) (the(the "Holdco“Holdco Acquisition").Acquisition”). Immediately after consummation of thethe HoldcoHoldco Acquisition,Acquisition, BBVABBVA Bancshares would bebe merged into PNC, with PNCPNC as the survivingsurviving company (the "Holdco“Holdco Merger,"Merger,” and together withwith the HoldcoHoldco Acquisition,Acquisition, thethe "Holdco“Holdco Transactions"),Transactions”), andand PNCPNC wouldwould also contribute the shares of BBVA USA to PNCPNC Bancorp, Inc. ("PNC(“PNC Bancorp"),Bancorp”), PNC'sPNC’s whollywholly owned subsidiary and nonoperational, immediate parentparent holdingholding companycompany ofof PNCPNC Bank,Bank, National Association ("PNC(“PNC Bank")Bank”) (the "Contribution").“Contribution”). Therefore,Therefore, PNCPNC isis alsoalso herebyhereby applying to the Federal Reserve for approval of the HoldcoHoldco Merger andand PNCPNC BancorpBancorp isis herebyhereby applying to the Federal Reserve for priorprior approval to acquire BBVA USAUSA (together(together withwith thethe Holdco Transactions, the "Acquisitions").“Acquisitions”). Both PNC and PNC BancorpBancorp areare applying forfor suchsuch prior Federal Reserve approvals pursuantpursuant to section 3 of thethe BankBank HoldingHolding CompanyCompany ActAct ofof 1956, as amended (the "BHC“BHC Act"),Act”), and the Federal Reserve'sReserve’s RegulationRegulation Y.Y.

Approximately three monthsmonths after consummation of the HoldcoHoldco Acquisition,Acquisition , BBVABBVA USAUSA would merge with and into PNCPNC Bank, with PNCPNC Bank asas thethe surviving institutioninstitution (the(the "Bank“Bank Merger"Merger” and, together with the Acquisitions,Acquisitions, the "Proposed“Proposed Transaction").Transaction”). AnAn application isis being submitted to the Office of the Comptroller of the CurrencyCurrency for priorprior approvalapproval ofof thethe BankBank 1 Merger pursuant to section 18(c) of the Federal Deposit InsuranceInsurance ActAct (the(the "Bank“Bank MergerMerger Act").Act”).1 The boards of directors of the respective companies havehave approved thethe ProposedProposed Transaction.Transaction.

PNC and the Spanish financial group,group, Banco BilbaoBilbao VizcayaVizcaya Argentaria,Argentaria, S.A.S.A. ("BBVA"),(“BBVA”), entered into a Share Purchase Agreement onon NovemberNovember 15, 20202020 (the(the "Agreement"),“Agreement”), forfor PNCPNC toto acquire BBVA Bancshares, BBVA'sBBVA’s subsidiary intermediate U.S.U.S. bankbank holdingholding company,company, forfor aa purchase price of approximatelyapproximately $11.6 billion toto bebe fundedfunded byby PNCPNC with cashcash on handhand inin aa fixedfixed price structure. A copy of the AgreementAgreement is in ExhibitExhibit 11. . Notably,Notably, PNCPNC wouldwould largelylargely fundfund thethe purchase price with the after-taxafter-tax proceedsproceeds ($11.1($11.1 billion)billion) of its MayMay 20202020 dispositiondisposition ofof itsits entireentire equity investment in BlackRock, Inc.Inc. PNC would notnot acquire the threethree nonbankingnonbanking subsidiariessubsidiaries of BBVA Bancshares'Bancshares’ that engage in securities broker-dealer,broker-dealer, ventureventure capital investment oror affiliate payroll processing activities, or any other ofof BBVA'sBBVA’s branch,branch, agencyagency or representativerepresentative offices in the United States

PNC is headquartered in Pittsburgh, Pennsylvania, andand hadhad total consolidatedconsolidated assetsassets ofof $461.8 billion,billion, as of September 30, 2020. PNC BancorpBancorp and PNCPNC BankBank havehave theirtheir respectiverespective headquarters and main offices in Wilmington, Delaware. PNC BankBank hashas branchesbranches inin 2424 statesstates and the District of Columbia, and had total consolidated assetsassets ofof $457.4$457.4 billionbillion andand totaltotal deposits of $370.4 billion,billion, as of September 30, 2020. BBVABBVA BancsharesBancshares isis headquarteredheadquartered inin Houston, Texas, and had total consolidated assets ofof $102.4 billionbillion thatthat PNCPNC wouldwould acquire,acquire, asas of September 30, 2020. BBVA USAUSA has its main officeoffice inin Birmingham,Birmingham, Alabama,Alabama, andand branchesbranches

1 12 U.S.C. § 1828(c). 1 12 U.S.C. § 1828(c).

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in seven states in the Southeastern, Southwestern and Western areasareas of thethe UnitedUnited StatesStates (i.e.,(i.e., Alabama, Arizona, California, Colorado,Colorado, Florida,Florida, NewNew Mexico and Texas).Texas). BBVABBVA USAUSA hadhad total consolidated assets of $$102.06102.06 billion and totaltotal depositsdeposits of $86.7 billion,billion, asas ofof September 30, 2020. There is only a small overlap inin thethe branchbranch networks ofof PNCPNC BankBank and BBVA USA in three states (Alabama, Florida andand Texas). On consummationconsummation ofof thethe HoldcoHoldco Acquisition, PNC would have total consolidatedconsolidated assets ofof $552.4$552.4 billionbillion and totaltotal depositsdeposits ofof $$441.5441.5 billion,billion, as of September 30, 2020.

This is a compelling transaction thatthat combines twotwo commercial bankingbanking organizationsorganizations with customercustomer-centric,-centric, Main Street bankingbanking business models that are dedicateddedicated toto thethe significant enhancement of the communities in whichwhich they operate.operate . The ProposedProposed TransactionTransaction drawsdraws on thethe substantial strengths of bothboth PNC and BBVA Bancshares, combining twotwo regionalregional bankingbanking organizations with significant synergies and excellent recordsrecords ofof positivelypositively serving theirtheir communities and offering customers beneficialbeneficial products and services toto benefitbenefit theirtheir liveslives andand businesses, state-of-thestate-of-the art digital bankingbanking opportunitiesopportunities and premierpremier customercustomer service.service. WhenWhen combined with BBVA USA'sUSA’s branchbranch network,network, PNC BankBank willwill havehave aa coast-to-coastcoast-to-coast franchisefranchise with a banking presence in 29 of the 30 largest marketsmarkets in the UnitedUnited States.States . TheThe ProposedProposed Transaction will substantially enhance PNC Bank'sBank’s ability toto distribute itsits beneficialbeneficial consumerconsumer and business bankingbanking products and services to moremore markets acrossacross thethe nation,nation, bringbring aa broaderbroader array of products and services to BBVA USA'sUSA’s legacy customers,customers , and betterbetter positionposition thethe combined organization to compete withwith the largestlargest bankingbanking organizations in thethe UnitedUnited States.States.

PNC and BBVA Bancshares are eacheach effectively managing thethe risks from,from, andand activelyactively helping their respective customers and communities mitigate thethe impacts of,of, thethe COVID-19COVID-19 pandemic. Their respective financial andand managerial strengths havehave enabledenabled themthem toto continuecontinue effectively serving the financial and bankingbanking needsneeds of their respective businessbusiness andand consumer customers,customers, and the communities they serve,serve, during thethe pandemic.pandemic. The ProposedProposed TransactionTransaction willwill not diminish PNC’sPNC's dedication and ability toto continuecontinue providingproviding the neededneeded financial, credit, liquidity and technical services throughout its expanded marketmarket during this extraordinaryextraordinary pandemic period.

ExecutiveExecutive Summary

With this Application, PNC and PNC Bancorp are seeking thethe Federal Reserve'sReserve’s priorprior approval for the Acquisitions,Acquisitions, pursuantpursuant to section 33 ofof thethe BHC Act.Act. Prior toto consummationconsummation ofof the Holdco Acquisition, BBVA BancsharesBancshares would distributedistribute all thethe issuedissued andand outstanding stockstock of three of its nonbanking subsidiaries -– BBVA Securities, Inc. ("BBVA(“BBVA Securities"),Securities”), PropelPropel Venture Partners US Fund, L.P ("Propel(“Propel Fund")Fund”) and BBVABBVA ProcessingProcessing Services, Inc.Inc. ("BBVA(“BBVA Processing")Processing”) -– toto BBVA (or one of its affiliates).affiliates). Without thesethese entitiesentities as partpart ofof thethe ProposedProposed Transaction, PNC would be acquiring assets of BBVA BancsharesBancshares that include:include: BBVABBVA USAUSA and its subsidiaries; BBVA Transfer Holdings, Inc. andand relatedrelated entitiesentities (collectively, "BBVA“BBVA in money transmission services; 2 Transfer"),Transfer”), BBVA Bancshares'Bancshares’ nonbanking subsidiary engagedengaged in money transmission services;2 and certain miscellaneous investments.investments. PNCPNC proposes toto acquire thethe nonbanking subsidiaries ofof

2 PNC would also acquire BBVA Transfer's sister subsidiary, BBVA Foreign Exchange, Inc. ("BBVA FX"), which 2 PNC would also acquire BBVA Transfer’s sister subsidiary, BBVA Foreign Exchange, Inc. (“BBVA FX”), which provides foreign exchange services to facilitate BBVA Transfer's money transmission business, as well as BBVA provides foreign exchange services to facilitate BBVA Transfer’s money transmission business, as well as BBVA Transfer Holdings, Inc. ("BTHI"), the nonoperational holding company of BBVA Transfer and BBVA FX. Transfer Holdings, Inc. (“BTHI”), the nonoperational holding company of BBVA Transfer and BBVA FX.

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BBVA Bancshares under exemptive authority or financial holding company authority underunder thethe BHC Act and the Federal Reserve'sReserve’s Regulation Y. ItIt isis planned thatthat thethe acquired nonbankingnonbanking subsidiariessubsidiaries of BBVA Bancshares would becomebecome subsidiaries of PNC, andand thethe subsidiariessubsidiaries ofof BBVA USA existing on the consummation date of the HoldcoHoldco AcquisitionAcquisition would,would, followingfollowing thethe Bank Merger, become subsidiaries of PNC Bank.Bank. PNCPNC and BBVABBVA willwill enterenter intointo transitionaltransitional services and reverse transitional services agreementsagreements toto provideprovide eacheach otherother andand theirtheir relevantrelevant affiliates the necessary services on a temporary basisbasis to ensureensure continued safe andand soundsound operations.

For all the reasons discussed herein,herein, PNCPNC and PNC BancorpBancorp submitsubmit thatthat thethe AcquisitionsAcquisitions and Application satisfy each of the criteria that the Federal ReserveReserve isis requiredrequired toto considerconsider underunder sectionsection 3 of the BHC Act. In acting on the Application,Application, thethe FederalFederal ReserveReserve mustmust considerconsider thethe requirements for an interstateinterstate transaction,transaction, the statutory limitlimit onon depositdeposit andand liabilitiesliabilities concentrations,concentrations, the financial and managerial resourcesresources and futurefuture prospectsprospects ofof thethe institutionsinstitutions involved and their effectiveness in combattingcombatting moneymoney laundering,laundering, thethe competitivecompetitive effectseffects ofof thethe proposed transaction, thethe extent to which the transactiontransaction wouldwould resultresult inin greatergreater oror moremore concentrated risks to the stability of the U.S.U.S. bankingbanking oror financialfinancial system, the effects ofof thethe transaction on the convenience and needs of thethe communities toto bebe served,served, andand thethe relevantrelevant banks'banks’ records of performance under thethe Community ReinvestmentReinvestment ActAct (the "CRA").“CRA”).

The Acquisitions would meetmeet the requirementsrequirements forfor anan interstateinterstate bankingbanking transactiontransaction underunder sectionsection 3(d) of the BHC Act. For purposespurposes of that provision,provision, thethe homehome statestate ofof PNCPNC andand PNCPNC Bancorp is Pennsylvania,Pennsylvania, and BBVA BancsharesBancshares isis locatedlocated in Alabama,Alabama, Arizona,Arizona, California,California, Colorado, Florida, New Mexico and Texas. The AcquisitionsAcquisitions wouldwould resultresult inin thethe combinedcombined company controlling only 2.7% of deposits nationwidenationwide -– farfar lessless thanthan thethe 10% nationwidenationwide deposit cap in sectionsection 3(d) of the BHCBHC Act. In addition, thethe AcquisitionsAcquisitions wouldwould bebe consistent with relevant state deposit cap concentration limits, age limits andand community reinvestmentreinvestment statute requirements for a permissiblepermissible interstate transaction. On consummationconsummation ofof thethe HoldcoHoldco Transaction,Transaction, PNC and PNC Bancorp would also have far lessless thanthan 10% of nationwide liabilitiesliabilities (only 2.10%)2.1%) and, therefore, thethe ApplicationApplication is consistent with thethe BHC Act'sAct’s liabilitiesliabilities concentration limit.

PNC is committed to maintaining its strong and prudentprudent financial,financial, operatingoperating andand riskrisk profile upon consummation of the ProposedProposed Transaction. PNC andand BBVABBVA Bancshares areare financially strong and well managed bankingbanking organizations. TheyThey have ampleample financialfinancial andand managerial resources and compatible riskrisk managementmanagement programsprograms toto consummateconsummate thethe ProposedProposed Transaction and successfully integrateintegrate the twotwo companies.

PNC (including PNC Bancorp) and BBVA Bancshares,Bancshares, andand theirtheir subsidiary banks,banks, areare each well-capitalized.well-capitalized. PNC and BBVABBVA Bancshares havehave capitalcapital ratiosratios well inin excessexcess ofof thethe minimum capital ratios required in the supervisorysupervisory stressstress testing andand company-runcompany-run stressstress testingtesting exercises, and the Federal Reserve never objectedobjected toto thethe respectiverespective capital plansplans theythey previouslypreviously submitted as part of the Federal Reserve'sReserve’s annual Comprehensive CapitalCapital AnalysisAnalysis andand ReviewReview ("CCAR")(“CCAR”) process.process. On consummation of the ProposedProposed Transaction,Transaction, thethe capitalcapital andand liquidityliquidity resources and ratiosratios of PNC and PNC BankBank would remain wellwell above regulatoryregulatory requirementsrequirements and supervisory expectations. PNCPNC also wouldwould continuecontinue to maintainmaintain prudentprudent capital and liquidityliquidity planning risk management practices,practices, including capital and liquidity stressstress testingtesting programs.programs. The The

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Proposed Transaction would resultresult in PNCPNC having even strongerstronger financial and operatingoperating metrics,metrics, as well as greater diversity in sources of incomeincome and increased earnings.earnings.

The Proposed Transaction would further enhance thethe financial strength and futurefuture prospects of PNC, PNC Bancorp and PNC BankBank through accessaccess to newnew marketsmarkets andand customers, while permitting PNC and PNCPNC Bank to utilizeutilize theirtheir substantial investmentsinvestments inin technologytechnology andand innovation toto provideprovide customers of BBVA BancsharesBancshares and BBVABBVA USAUSA enhancedenhanced digitaldigital products and services,services, a wider range of productsproducts and services, andand robustrobust cybersecurity protections. The other strategic benefits thatthat willwill enhance PNC'sPNC’s and PNCPNC Bank'sBank’s futurefuture prospects include, among others: (1) strong cultural alignment to deliverdeliver superior customercustomer service and outstanding community support, including toto low-low- and moderate-incomemoderate-income ("LMI")(“LMI”) communities and other underserved areas, andand to deependeepen productive relationshipsrelationships withwith community organizations in local communities; (2) abilityability toto attract and retainretain toptop industryindustry talenttalent in the collective company'scompany’s footprint andand operations through expanded trainingtraining andand career opportunities; (3) complementary businessesbusinesses to generate revenuerevenue growthgrowth opportunitiesopportunities in aa broader set of markets through (a) PNC Bank'sBank’s broader digital offerings,offerings, home equity products,products, commercial lending and lease financing services,services, cash managementmanagement and treasurytreasury services, andand capital markets services and (b) BBVA Transfer'sTransfer’s money transmissiontransmission services.services.

PNC will continue to have appropriate managerialmanagerial resources and riskrisk managementmanagement systems to continue operating in a safe and sound mannermanner andand completecomplete a successful integrationintegration with BBVA USA.USA. PNC has a highlyhighly experienced Board ofof DirectorsDirectors andand managementmanagement teamteam whowho are expected to remain in placeplace at PNC and PNC Bank,Bank, and PNCPNC has extensive experienceexperience inin successfully integrating bankingbanking organizations acquired throughthrough priorprior acquisitions.acquisitions . PNC PNC Bank'sBank’s Regional President model will be introduced intointo the expanded local marketsmarkets resultingresulting fromfrom thethe Proposed Transaction, which will enhance accountability and coordinationcoordination ofof PNCPNC Bank'sBank’s community and civic involvement toto help ensure that the bankingbanking andand community needsneeds ofof thethe markets are being met.

PNC and BBVA USA each have robust enterpriseenterprise riskrisk managementmanagement programsprograms inin place,place, including for capital, liquidity,liquidity, credit, market,market, operational and compliancecompliance risks.risks. TheThe ProposedProposed Transaction will not materially increase thethe riskrisk profileprofile ofof PNCPNC and, instead,instead, willwill resultresult inin aa moremore geographically diverdiversifiedsified banking organization that is able toto competecompete on more locallocal MainMain Streets with the largest U.S.U.S. banking organizations.organizations . The operationsoperations ofof BBVABBVA Bancshares andand BBVA USA will be fully integrated into PNC'sPNC’s existing enterprise-wideenterprise-wide risk managementmanagement frameworkframework and risk management governance, whichwhich isis alignedaligned withwith the FederalFederal Reserve'sReserve’s andand the OCC'sOCC’s heightened standards for largelarge banking organizations. The collectivecollective organization will benefit from the significant enhancements PNC hashas mademade toto its enterprise-wideenterprise-wide riskrisk management framework in recentrecent years, all under thethe activeactive oversight ofof thethe company'scompany’s BoardBoard ofof Directors.Directors.

Both PNC and BBVA BancsharesBancshares have managementmanagement whowho are experiencedexperienced inin successfullysuccessfully integrating operations of acquired entities. The similar MainMain Street businessbusiness models,models, businessbusiness lines, cultures and risk management practicespractices of PNC and BBVA BancsharesBancshares willwill reducereduce execution risk associated with integrating BBVABBVA Bancshares'Bancshares’ andand BBVA USA'sUSA’s operationsoperations intointo PNC and PNC Bank,Bank, respectively.respectively. To assist in thethe decision-makingdecision-making process forfor thethe ProposedProposed Transaction and planning for a successful integration, PNC managementmanagement ledled aa comprehensive

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due diligence review of all lines of business and functional areas ofof BBVABBVA BancsharesBancshares andand BBVA USA, including credit, compliance,compliance, operations, humanhuman resources,resources, financefinance andand legallegal aspects.

PNC and BBVA Bancshares have each implemented strongstrong compliancecompliance riskrisk managementmanagement programs, including for compliance with thethe Bank Secrecy ActAct ("BSA")(“BSA”) andand otherother anti-moneyanti-money laundering (“("AML")AML”) laws,laws, as well as thethe sanctions restrictions issuedissued byby thethe U.S.U.S. DepartmentDepartment ofof Treasury'sTreasury’s OffOfficeice of Foreign Assets Control ("BSA/AML/Sanctions(“BSA/AML/Sanctions Compliance").Compliance”). EachEach ofof PNC and BBVA also have in placeplace effective riskrisk management programsprograms forfor compliancecompliance withwith fairfair lending and other consumer protection lawslaws ("Consumer(“Consumer Compliance").Compliance”). AsAs noted,noted, thethe operationsoperations of BBVA Bancshares and BBVA USAUSA will bebe integrated into PNC'sPNC’s systems,systems, includingincluding itsits BSA/AML/Sanctions Compliance and Consumer ComplianceCompliance riskrisk managementmanagement frameworks.frameworks. During the short interval between the closings ofof thethe Holdco AcquisitionAcquisition and thethe BankBank Merger,Merger, BBVA USA'sUSA’s existing compliance riskrisk managementmanagement systems, processesprocesses and controlscontrols wouldwould largely remain in place, but with thethe output integrated into PNC'sPNC’s compliancecompliance managementmanagement systems to enable PNC and PNC Bank senior managementmanagement and boardsboards ofof directorsdirectors toto effectivelyeffectively identify, monitor and manage compliance risksrisks on anan enterprise-wideenterprise-wide basis.basis.

The Holdco Acquisition would not significantly lessen competition inin thethe fewfew bankingbanking marketsmarkets in which the branch networks of PNC BankBank and BBVABBVA USAUSA overlap.overlap. The branchbranch networks of the organizations currently overlap in onlyonly 14 locallocal bankingbanking marketsmarkets -– eight marketsmarkets in Alabama, three markets in Florida and threethree markets inin Texas.Texas. InIn nonenone of thosethose bankingbanking markets would the transaction exceed the screens used byby the FederalFederal ReserveReserve oror thethe U.S.U.S. Department of Justice (the "DOJ")“DOJ”) to identify transactionstransactions that warrant closercloser scrutiny.scrutiny. Moreover, numerous competitors wouldwould remainremain in eacheach ofof thosethose markets.markets.

In addition, thethe Holdco AcquisitionAcquisition would notnot pose any significantsignificant riskrisk toto thethe stabilitystability ofof the U.S. banking or financial system.system. Both PNCPNC Bank andand BBVABBVA USAUSA areare focusedfocused onon traditional consumer and commercial banking services, for whichwhich there areare numerousnumerous competitors. On consummation of the Holdco Acquisition, PNCPNC wouldwould bebe onlyonly one-fifthone-fifth oror lessless the size of the four largest U.S. bankingbanking organizations, it would remainremain aa CategoryCategory IIIIII bankingbanking organization for regulatory purposes, and itsits globally systemicallysystemically importantimportant bankbank ("GSIB")(“GSIB”) score would remain well below the thresholdthreshold to bebe considered systemically important.important. Neither Neither PNC nor BBVA Bancshares (1)(1 ) providesprovides core clearingclearing andand settlement services,services, or (2)(2) isis aa significant participant inin corporate trust, repurchase,repurchase, securitiessecurities lending, custody, oror debtdebt or equity underwriting services. BBVA is retaining ownership of BBVA Bancshares'Bancshares’ U.S.U.S. broker-dealerbroker-dealer subsidiary, BBVA Securities, and its institutional business.business. Moreover, PNCPNC and PNCPNC BankBank areare not acquiring any foreign entities as partpart of the Proposed Transaction. PNCPNC wouldwould remainremain corecore deposit funded, with a propro forma loan-to-depositloan-to-deposit ratioratio ofof 710%71% andand limited reliancereliance onon short-termshort-term wholesale funding. The Proposed Transaction also would notnot complicatecomplicate anyany resolutionresolution processprocess in the event of serious financial distress. Upon consummation of thethe BankBank Merger,Merger, 97%97% ofof thethe assets of the combined organization would be heldheld through PNCPNC BankBank andand subjectsubject toto thethe well-well- established resolution processprocess underunder the FederalFederal DepositDeposit InsuranceInsurance Act.Act.

The Proposed Transaction will benefitbenefit the convenience and needsneeds ofof thethe communitiescommunities served by PNC and BBVA Bancshares,Bancshares, including theirtheir customers, communitiescommunities andand employees, by combining two organizationsorganizations with strong customer-orientedcustomer-oriented cultures, compatible businessbusiness

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models and award-winningaward-winning technologicaltechnological productsproducts and services.services . PNC willwill applyapply itsits guidingguiding philosophy -– “PNC’s"PNC's prosperity will be proportionalproportional to thethe prosperityprosperity thethe companycompany helpshelps toto create for its customers, communitiescommunities in which it operatesoperates andand itsits employees"employees” -– toto thethe legacylegacy constituents of both BBVA Bancshares and PNC on consummationconsummation of thethe HoldcoHoldco Acquisition.Acquisition. PNC implements that philosophyphilosophy by:by: (1) prioritization of its customers,customers, includingincluding byby providingproviding high qu qualityality productsproducts and services to all customers;customers; (2) dedication toto its communities,communities, includingincluding by providing support through strong local leadership and collaborationcollaboration withwith locallocal organizations;organizations; and (3) investing inin its employees, includingincluding throughthrough buildingbuilding diversediverse teamsteams andand providingproviding effective training, support and opportunities. The Proposed TransactionTransaction willwill benefitbenefit thethe customers, communities and employees ofof thethe combined company and bank.bank.

How the Proposed Transaction willwill benefitbenefit thethe convenienceconvenience andand needsneeds ofof thethe communities to be served is demonstrated byby the overall "Outstanding"“Outstanding” ratingsratings forfor CRACRA performance that bothboth PNC BankBank and BBVA USAUSA havehave earned.earned. PNCPNC BankBank isis dedicateddedicated toto continuingcontinuing its unbrokenunbroken record of receiving an overall "Outstanding"“Outstanding” ratingrating inin everyevery evaluation since the passage of the CRA 43 years ago. Both PNCPNC BankBank and BBVABBVA USA:USA: (1)(1) offeroffer premierpremier customer service and a full rangerange of products and services for consumers and smallsmall businesses,businesses, including thosethose designed toto benefitbenefit LMI customers and communities;communities; (2)(2) actively engage in community development lending and investments activities, often inin leadership positions;positions; andand (3) provide extensive community development services. The organizations'organizations’ communitycommunity development lending, investmentinvestment and services activities areare often innovative andand adeptadept at addressing urgent community needs, such as thosethose associated with thethe COVID-19COVID-19 pandemic.pandemic.

Following consummation of the Proposed Transaction,Transaction, PNCPNC Bank willwill extend itsits successful community reinvestmentreinvestment program into thethe communitiescommunities currentlycurrently served byby BBVABBVA USA, while integrating the successful local strategies andand programsprograms ofof BBVABBVA USAUSA wherewhere appropriate. PNC Bank is carefully evaluating BBVA USA'sUSA’s currentcurrent consumerconsumer productsproducts andand community development programs so that PNC BankBank maymay integrateintegrate thethe strongest componentscomponents into its CRA program and continue itsits unbrokenunbroken record of overall "Outstanding"“Outstanding” CRACRA performance, including in thethe legacy CRA assessment areas of BBVABBVA USA.USA. PNCPNC BankBank lookslooks forward to working withwith BBVA USA and community partnerspartners toto mapmap out newnew waysways forfor thethe collective bank to help serve the banking, credit and investmentinvestment needsneeds ofof allall thethe communitiescommunities within its expanded footprint.

The convenience and needs of communities willwill alsoalso benefitbenefit from thethe expandedexpanded productsproducts and services resultingresulting from thethe Proposed Transaction.Transaction. Current PNCPNC and BBVABBVA BancsharesBancshares customers will benefit from a widerwider scope of beneficial productsproducts and services,services, as wellwell asas expanded bank branch and automated tellerteller machine ("ATM")(“ATM”) networks.networks. LegacyLegacy BBVABBVA USAUSA customers will gain access to PNC Bank'sBank’s broaderbroader digitaldigital offerings, homehome equity products,products, commercial lending and lease financing services,services, cash and treasurytreasury managementmanagement services,services, capitalcapital markets services, personalpersonal and institutional assetasset managementmanagement services andand retailretail securitiessecurities brokerage. Legacy PNC customers willwill gain access toto BBVA Transfer'sTransfer’s moneymoney transmissiontransmission services. Moreover, PNC does notnot expect to close or consolidate any BBVABBVA USAUSA or PNCPNC BankBank branch that is located in an LMI census tract inin connection withwith the ProposedProposed Transaction.Transaction.

Importantly, PNC and BBVABBVA Bancshares also place aa highhigh prioritypriority onon diversitydiversity andand inclusion. Each of PNC and BBVA Bancshares has longlong beenbeen dedicated toto diversity,diversity , thethe

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inclusion of all people and groups,groups, and reinvesting,reinvesting, strengthening andand enrichingenriching thethe liveslives ofof thethe communities where they operate. This is demonstrated byby each organization'sorganization’s initiativesinitiatives focusedfocused on the economic empowerment of minorities and LMI communities, actionsactions toto address systemicsystemic racism and provide financial support during thethe COVID-19COVID-19 pandemic,pandemic, including toto thethe minorityminority and LMI communities that have been disproportionately impacted byby thethe pandemic.pandemic . For For example, in 2020, PNC pledgedpledged $1 billionbillion toto combatcombat racism and economicallyeconomically empower BlackBlack and LMI communities, and pledged more thanthan $50 millionmillion inin additional charitablecharitable supportsupport forfor national and local actions that help eliminate systemic racism and promotepromote socialsocial justice.justice. InIn addition, PNC Bank has provided extensive financial supportsupport duringduring thethe pandemicpandemic toto nonprofitnonprofit organizations and community development financial institutions ("CDFIs")(“CDFIs”) toto assistassist individuals and businesses in minority, LMI and other disproportionately impacted communities. BBVABBVA USA also has provided significant charitable contributionscontributions toto nonprofitnonprofit community organizationsorganizations to provide essential services to residentsresidents inin need,need, grantsgrants toto CDFIs toto provideprovide zero-zero- and low-low- interest rate loans and other assistance to small businesses and fundingfunding forfor local foodfood banks.banks. Such initiatives have been in addition to thethe extensive pandemic-relatedpandemic-related lendinglending andand credit-reliefcredit-relief actions for consumers and small businessesbusinesses takentaken byby bothboth PNC BankBank and BBVABBVA USA.USA.

BothBoth organizations also havehave implemented extensive trainingtraining onon unconsciousunconscious bias,bias, established leadership groups and tools to promotepromote diversity and inclusion atat all levels withinwithin their organizations and established businessbusiness resource groups toto support andand mentormentor employeesemployees who are minorities, women, LGBTQ+,LGBTQ+, military veteransveterans oror disabled.disabled. BothBoth PNC andand BBVABBVA Bancshares have received numerous awards for theirtheir diversity and inclusion initiativesinitiatives and results. PNC expects to continue thesethese shared principles,principles, values, prioritiespriorities andand actionsactions afterafter consummation of the Proposed Transaction.Transaction.

Based on the foregoing and as explained in moremore detail belowbelow and inin thethe exhibitsexhibits toto thethe Application, the Acquisition willwill satisfy all ofof thethe factors thethe FederalFederal ReserveReserve mustmust consider and,and, accordingly, the Application is fullyfully consistent with approvalapproval andand should bebe approvedapproved asas soonsoon asas possible.

The Companies

The PNC Financial Group, Inc. and PNC Bank,Bank, National Association:Association:

PNC and PNC Bancorp

PNC is a registered bank holdingholding company incorporated underunder PennsylvaniaPennsylvania lawlaw thatthat hashas elected financial holdingholding company status. Its Its headquarters officeoffice isis inin Pittsburgh, Pennsylvania.Pennsylvania. As of September 30, 2020, PNC had totaltotal consolidated assets of $461.8 billionbillion andand totaltotal consolidated deposits of $355.1 billion.billion. PNC Bancorp is a registeredregistered bankbank holdingholding companycompany incorporated underunder Delaware law thatthat serves asas aa nonoperational holdingholding company ofof PNCPNC Bank.Bank.

PNC conducts its businessbusiness operations and activities primarily throughthrough PNCPNC Bank,Bank, its subsidiary commercial bank. As discussed below,below, PNC Bank,Bank, directly andand throughthrough variousvarious subsidiaries, provides a wide range of retailretail banking, corporate andand institutionalinstitutional bankingbanking andand asset management services.services.

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PNC Bank

PNC Bank is a national bankbank with its main office in Wilmington,Wilmington, Delaware.Delaware. TheThe initialinitial predecessor bank of PNC BankBank was established in 1804 inin NewNew Jersey.Jersey. TheThe bank'sbank’s namename waswas changed to "PNC“PNC Bank, National Association"Association” in 1996. PNCPNC Bank currently operatesoperates 2,2562,256 licensed branches in thethe District of Columbia and the followingfollowing 2424 states:states: Alabama, Alabama, Delaware,Delaware, Florida, GGeorgia,eorgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Massachusetts,Massachusetts, Michigan,Michigan, Maryland, Missouri, New Jersey, NewNew York, NorthNorth Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia,Virginia, and Wisconsin. AsAs ofof SeptemberSeptember 30,30, 2020,2020, PNC Bank had totaltotal consolidated assets of $457.5 billionbillion and totaltotal deposits of $370.4 billion,billion, representing 99% of PNC'sPNC’s totaltotal consolidated assets and 100% of PNC'sPNC’s totaltotal consolidatedconsolidated deposits (after eliminating intra-companyintra-company deposits).deposits).

PNC Bank'sBank’s limited foreign operations are conducted primarilyprimarily throughthrough aa foreignforeign branchbranch in Nassau, The Bahamas (the(the "Bahamas“Bahamas Branch"),Branch”), a foreignforeign branchbranch in Toronto, CanadaCanada (the(the "Toronto“Toronto Branch"),Branch”), and two subsidiaries of PNC Bank:Bank: (1) HarrisHarris WilliamsWilliams && Co.Co. Ltd.Ltd. ("Harris(“Harris Williams"),Williams”), which provides financial advisory services toto companies in thethe EuropeanEuropean UnionUnion andand the United Kingdom and (2)(2) PNC FinancialFinancial Services UK Ltd.Ltd. ("PFS(“PFS UK"),UK”), whichwhich providesprovides asset-backedasset-backed commercial loans in the UnitedUnited Kingdom.

PNC Bank providesprovides a wide range ofof retail,retail, small businessbusiness and commercialcommercial bankingbanking deposit and lending products and services toto individuals andand businessesbusinesses ofof allall sizes,sizes, publicpublic agencies, local governments, trusts and other entities. PNCPNC Bank'sBank’s core businessbusiness lineslines include:include: Retail Banking, Corporate and Institutional Banking, and AssetAsset ManagementManagement Group.Group.

The Retail Banking core businessbusiness providesprovides deposit, lending, brokerage,brokerage, investmentinvestment management and cash management services to individual consumersconsumers and small businessbusiness customers.customers. The lending products include residential mortgages,mortgages, homehome equityequity loansloans andand lineslines ofof credit, auto loans, credit cards, education loans, and personalpersonal loansloans and lines of credit.

The Corporate and Institutional Banking ("C&IB")(“C&IB”) core businessbusiness providesprovides lending,lending, treasury management and capital markets-relatedmarkets-related products andand services toto mid-sizedmid-sized andand largelarge corporations, as well as government and nonprofitnonprofit entities.entities. Such treasury managementmanagement servicesservices include cash and investment management, receivables management,management, disbursementdisbursement services, funds transfer services, information reporting and globalglobal tradetrade services.services. The capital markets-markets- related activities include foreign exchange, derivatives, securities,securities, loanloan syndications,syndications, mergersmergers andand acquisitions advisory and equityequity capital markets advisory relatedrelated services,services, asas wellwell as commercialcommercial loan servicing and real estate advisory and technologytechnology solutions forfor thethe commercialcommercial realreal estateestate finance industry.

The Asset Management Group ("AMG")(“AMG”) core businessbusiness line providesprovides personalpersonal wealthwealth management for high net worthworth and ultra-highultra-high net worth clients, asas wellwell asas institutionalinstitutional assetasset management. Such wealth managementmanagement productsproducts andand services includeinclude investment andand retirementretirement planning, customized investment management,management, privateprivate banking,banking, tailoredtailored credit solutionssolutions andand trusttrust management and administration for individuals and their families. Institutional asset management provides investment management,management, custody and retirementretirement administration servicesservices toto corporations, unions, municipalities, nonprofitnonprofit organizations, foundations andand endowments.

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BBVA USA Bancshares, Inc. and BBVA USA:

BBVA Bancshares

BBVA Bancshares is the intermediate U.S.U.S. holding company and whollywholly owned subsidiary of BBVA, a global financial services group with itsits headquartersheadquarters inin Madrid,Madrid, Spain. BBVA Bancshares is a bank holding company and financial holding companycompany thatthat waswas organized in 2007 as a Texas corporation. The headquartersheadquarters officeoffice ofof BBVABBVA BancsharesBancshares isis located in Houston, Texas. BBVABBVA Bancshares conductsconducts itsits businessbusiness operationsoperations primarilyprimarily through its subsidiary commercial bank,bank, BBVA USA.USA.

BBVA Bancshares also owns all the shares ofof BBVABBVA Transfer, whichwhich engagesengages inin moneymoney transfer services and related activities, including money transmissiontransmission and foreignforeign exchangeexchange services. InIn addition, BBVA holdsholds threethree otherother nonbanking subsidiaries thatthat PNCPNC willwill notnot acquireacquire as part of the Holdco AcquisitionAcquisition (collectively, thethe "Excluded“Excluded Subsidiaries"):Subsidiaries”): (1) BBVABBVA Securities, a registered broker-dealerbroker-dealer that engages inin investment bankingbanking andand institutionalinstitutional salessales of fixed income securities; (2) Propel Fund, an entity thatthat engages inin ventureventure capital investment;investment; and (3) BBVA Processing, which provides payrollpayroll processingprocessing services forfor thethe HoustonHouston agencyagency ofof BBVA'sBBVA’s Mexican banking subsidiary, BBVA Mexico.Mexico.

As of September 30, 2020, BBVA Bancshares had totaltotal consolidated assetsassets of $103.7 billion.billion. The amount of itsits totaltotal consolidated assetsassets withoutwithout thethe assets ofof thethe ExcludedExcluded Subsidiaries was $$102.4102.4 billion as of such date.

BBVA USA

BBVA USA is an AlabamaAlabama state-charteredstate-chartered bank withwith its mainmain officeoffice inin Birmingham,Birmingham, Alabama, and is a member of the Federal ReserveReserve System. BBVABBVA USAUSA waswas formerlyformerly knownknown asas Compass Bank, which BBVA acquired in 2007. In June 2019, BBVABBVA BancsharesBancshares renamedrenamed thethe bank BBVA USAUSA as partpart of thethe rebranding of BBVA'sBBVA’s U.S.U.S. operations.

As of September 30, 2020, BBVA USA had totaltotal consolidated assets of $102.0$102.0 billionbillion and total deposits of $86.$86.77 billion.billion. BBVA currently has 636636 branchesbranches inin thethe followingfollowing seven states: Alabama, Arizona, California, Colorado, Florida,Florida, NewNew Mexico and Texas.Texas. The largestlargest number of BBVA USA'sUSA’s branches are in Texas,Texas, followed (from highesthighest toto lowestlowest number)number) byby Alabama, Arizona, California, Florida, ColoradoColorado andand NewNew Mexico.Mexico. TheThe AlabamaAlabama branchesbranches areare located throughout thethe state; thethe Arizona branchesbranches are concentrated inin thethe TucsonTucson andand PhoenixPhoenix metropolitan markets; the California branches are concentratedconcentrated in thethe Inland EmpireEmpire and CentralCentral Valley regions; the ColoradColoradoo branches are concentrated in thethe Denver metropolitanmetropolitan areas;areas; thethe Florida branches are concentrated in Jacksonville, GainesvilleGainesville and thethe Florida Panhandle;Panhandle; andand thethe Texas branches are primarily in the metropolitan areas of Houston,Houston, Dallas/FortDallas/Fort Worth,Worth, SanSan AntonioAntonio and Austin, as well as cities in thethe South Texas region,region, suchsuch asas McAllenMcAllen andand Laredo.Laredo. BBVA USA also operates loan productionproduction offices in variousvarious metropolitan areasareas across thethe nation, including in: California (Fresno, Irvine,Irvine, Los Angeles,Angeles, Oakland, Ontario,Ontario, Sacramento,Sacramento, San Diego and San Jose); Florida (Miami,(Miami, Orlando,Orlando, West PalmPalm Beach,Beach, SarasotaSarasota andand Tampa);Tampa); Georgia (Atlanta); Illinois (Chicago); Maryland (Baltimore); NewNew YorkYork (New(New York City);City); andand North CarolinaCarolina (Charlotte and Raleigh).Raleigh).

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BBVA USA engages inin bankingbanking services that are customary for full-servicefull-service commercialcommercial banks of similar size. The banking productsproducts and services thatthat BBVA USAUSA currentlycurrently providesprovides directly or indirectly through its subsidiaries include: retail andand commercial demanddemand andand timetime deposits;deposits; personal, small business and commercial loans; home mortgagemortgage and commercialcommercial realreal estate loans; portfolio management and administration andand investment servicesservices toto estatesestates andand trusts; termterm life insurance, variablevariable annuities, propertyproperty and casualtycasualty insuranceinsurance andand certaincertain otherother insurance products; investment advisory services; and aa varietyvariety of investmentinvestment servicesservices andand products to institutional and individual investors.

Structure and Terms of the Proposed TransactionTransaction

Structure of the Transaction

In the HoldcoHoldco Acquisition, PNC willwill acquire all thethe sharesshares ofof BBVABBVA BancsharesBancshares forfor all-all- cash consideration with funds on hand. AsAs noted, the primaryprimary sourcesource of thethe fundsfunds forfor thethe acquisition is the afterafter-tax-tax proceeds of PNC'sPNC’s May 20202020 disposition of itsits entireentire equityequity investmentinvestment in BlackRock, Inc.Inc. BeforeBefore consummationconsummation ofof thethe Holdco Acquisition,Acquisition, BBVABBVA Bancshares will distribute to BBVA (or oneone of its affiliates)affiliates) allall thethe shares of thethe ExcludedExcluded Subsidiaries: BBVA Securities (broker-dealer),(broker-dealer), PropelPropel Fund (venture capital fund)fund) and BBVABBVA Processing (payroll services for BBVA Mexico'sMexico’s Houston agency).agency). AlthoughAlthough BBVABBVA SecuritiesSecurities will be distributed out of BBVA Bancshares to BBVA,BBVA, thethe broker-dealer'sbroker-dealer’s retailretail clientsclients willwill bebe transferred to PNC Investments LLC,LLC, PNCPNC Bank'sBank’s subsidiary retailretail broker-dealerbroker-dealer shortlyshortly afterafter consummation of the Holdco Acquisition.Acquisition. The following entitiesentities will becomebecome nonbankingnonbanking subsidiaries of PNC: BBVA Transfer (engages(engages in moneymoney transfertransfer services); BBVABBVA FXFX (provides foreign exchange service that facilitate the moneymoney transfertransfer services),services), and BTHIBTHI (the(the nonoperational holding company of BBVA Transfer and BBVABBVA FX).FX).

Immediately after consummation of thethe Holdco Acquisition,Acquisition, twotwo corporate transactionstransactions will occur: (1) the Holdco Merger -– BBVA Bancshares willwill merge withwith andand intointo PNC,PNC, withwith PNC as the surviving company, and the corporatecorporate existence ofof BBVABBVA Bancshares willwill bebe extinguished; and (2) the Contribution -– PNCPNC will contributecontribute all the shares of BBVABBVA USAUSA toto PNC Bancorp, resulting in BBVABBVA USAUSA temporarily becomingbecoming aa whollywholly ownedowned subsidiarysubsidiary ofof 3 PNC Bancorp.3 BBVA TransferTransfer,, BBVA FXFX and BTHIBTHI willwill remainremain asas nonbankingnonbanking subsidiariessubsidiaries of PNC.

As noted, approximately threethree monthsmonths after the HoldcoHoldco Transactions areare completed,completed, PNCPNC plans to merge BBVA USA with and into PNC Bank, withwith PNC BankBank asas thethe survivingsurviving bank.bank. PNC will time consummation of the Bank Merger toto be concurrentconcurrent withwith itsits plannedplanned systemssystems conversions to mitigate the potentialpotential for customer confusion oror disruption.disruption.

On consummation of thethe Bank Merger,Merger, the subsidiaries ofof BBVABBVA USAUSA willwill becomebecome operating subsidiaries of PNC Bank,Bank, with the exception of BBVABBVA InsuranceInsurance Agency,Agency, Inc.Inc. ("BBVA(“BBVA Insurance Agency"),Agency”), BBVA USA'sUSA’s insurance agencyagency subsidiary. BBVABBVA InsuranceInsurance

The bylaws of BBVA USA will be amended, as needed, in accordance with relevant Alabama law, to be effective 3 The bylaws of BBVA USA will be amended, as needed, in accordance with relevant Alabama law, to be effective upon completion of the Holdco Acquisition and Contribution. upon completion of the Holdco Acquisition and Contribution.

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Agency will become a financial subsidiary of PNC BankBank and PNCPNC willwill renamerename itit PNCPNC InsuranceInsurance Agency, Inc.

Information on thethe nonbanking subsidiaries ofof BBVABBVA Bancshares thatthat PNCPNC wouldwould retainretain and the subsidiaries of BBVA USA that would become subsidiaries ofof PNCPNC BankBank throughthrough thethe Proposed Transaction are provided in Exhibit 2 and Confidential Exhibit A.A. In In ExhibitExhibit 3,3 , pleaseplease find: (1) a current organization chart of BBVA BancsharesBancshares andand BBVABBVA USA,USA, andand (2)(2) aa currentcurrent organizationorganization chart of PNC and PNC Bank. AA pro formaforma organization chart ofof PNCPNC andand PNCPNC Bank is provided inin Confidential ExhibitExhibit B.B.

PNC and BBVA will enter into a transitional services agreement and aa reversereverse transitional services agreement to help ensure that theirtheir respectiverespective businessbusiness operations willwill continue to operate without disruption. The transitional servicesservices will bebe providedprovided for nono longerlonger than 12 months after consummationconsummation of the HoldcoHoldco Acquisition.Acquisition. Such Such servicesservices willwill covercover certaincertain temporary data processing, technology,technology, data center, recordrecord retention,retention, riskrisk management, humanhuman resources, procurement, security,security, accounting, retail securities brokerage,brokerage, taxtax and leasingleasing supportsupport functions. Forms of thethe Transitional Services AgreementAgreement and thethe ReverseReverse Transitional ServicesServices Agreement, which are Appendices B and CC toto the Agreement,Agreement, are providedprovided inin Exhibit 4.4. Copies Copies of the final executed versions of thesethese agreements will bebe providedprovided toto the FederalFederal ReserveReserve andand the OCC promptly after they are finalized.

Share Purchase A!reementAgreement and BankBank Merger A!reementAgreement

A copy of the AgreementAgreement is provided in ExhibitExhibit 11, , and copies of thethe formform ofof HoldingHolding Company Merger Agreement ("Holdco(“Holdco Merger Agreement")Agreement”) andand thethe BankBank MergerMerger AgreementAgreement are provided in Exhibit 5 (along with a copy of certified boardboard resolutions).resolutions). PNCPNC willwill provideprovide the Federal Reserve with copies ofof thethe final Holdco Merger AgreementAgreement andand Bank MergerMerger Agreement promptly after they are executed.

Resolutions approving thethe Holdco AcquisitionAcquisition byby PNC'sPNC’s BoardBoard ofof DirectorsDirectors andand jointjoint resolutions of the BoardsBoards of DirectorsDirectors of PNC and PNC BankBank approving thethe HoldcoHoldco Merger,Merger, thethe Bank Merger,Merger, entering into the relatedrelated merger agreements and thethe filingfiling ofof thethe relatedrelated regulatoryregulatory filingsfilings,, as well as thethe related consent of PNCPNC Bancorp as thethe solesole shareholder of PNCPNC afterafter thethe Holdco Transactions, areare provided in ExhibitExhibit 5.5 . Relevant resolutionsresolutions ofof thethe BoardsBoards ofof DirectorsDirectors of BBVA approving the Holdco Acquisition and of BBVABBVA USAUSA approving thethe filingfiling ofof thethe BankBank Merger application application,, and the related consent of BBVA BancsharesBancshares asas thethe sole shareholdershareholder ofof BBVA USA,USA, are provided in Exhibit 6.6.

The Form 8-K8-K thatthat PNC issued in connection with itsits entry inin thethe AgreementAgreement isis providedprovided in Exhibit 7.7.

Below is a summary of thethe principal terms ofof thethe Agreement:Agreement:

* Structure of Transaction:Transaction: PNC will purchasepurchase 100% ofof thethe shares of BBVABBVA Bancshares from BBVA.

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o All the shares of the three Excluded Subsidiaries willwill bebe distributeddistributed outout ofof BBVA BancsharesBancshares toto BBVA (or one of itsits affiliates) inin advanceadvance ofof closingclosing thethe Holdco Acquisition.Acquisition.

o Although BBVABBVA Securities, thethe broker-dealerbroker-dealer subsidiary ofof BBVABBVA Bancshares,Bancshares , will bebe distributeddistributed outout of BBVABBVA BancsharesBancshares toto BBVABBVA (or(or oneone ofof its affiliates) and not included in the HoldcoHoldco Acquisition, thethe broker-dealer'sbroker-dealer’s retail brokeragebrokerage accounts will bebe transferred to PNCPNC InvestmentsInvestments LLC,LLC, aa subsidiary of PNC Bank,Bank, shortlyshortly after consummation ofof thethe HoldcoHoldco Acquisition.Acquisition.

* Consideration:Consideration : PNC will pay BBVA (a) an amountamount in cash equalequal toto $11.57 billion,billion, plus or minus (b) any tax cost or benefit resultingresulting fromfrom thethe difference,difference, ifif any,any, betweenbetween the fair market value of the ExcludedExcluded Subsidiaries and theirtheir taxtax basis,basis, and minusminus (c) BBVA Bancshares'Bancshares’ transactiontransaction expenses (inclusive ofof paymentspayments underunder retentionretention arrangement in place at BBVABBVA Bancshares). IfIf thethe HoldcoHoldco AcquisitionAcquisition hashas notnot closedclosed by June 30, 2021, then PNC will also paypay interest at aa rate of 3% perper yearyear onon thethe fixedfixed cash purchase price for the periodperiod followingfollowing June 30,30, 20212021 throughthrough thethe datedate ofof thethe closing. AsAs noted, PNC will primarily fund thethe purchasepurchase priceprice fromfrom thethe after-taxafter-tax proceeds ($11.1 billion)billion) of itsits MayMay 20202020 disposition ofof itsits entire equityequity investmentinvestment inin BlackRock, Inc.

* Regulatory Matters:Matters: The parties will cooperate and use reasonablereasonable bestbest effortsefforts toto promptly make all necessary filings andand obtain required federal andand statestate bankbank regulatory approvals, and regulatoryregulatory approvals in connection withwith statestate moneymoney transmitter licenses, the broker-dealerbroker-dealer (for(for thethe transfertransfer of itsits retailretail customerscustomers toto PNC)PNC) and BBVA Insurance Agency.Agency. PNC will not bebe requiredrequired toto take any actionaction or accept any condition in connection with seeking a regulatoryregulatory approval thatthat wouldwould havehave aa material adverse effect on thethe combined company.

* Tax Treatment:Treatment: Taxable purchase and salesale of shares forfor U.S.U.S. federalfederal incomeincome taxtax purposes.

* Key Conditions to Closing:Closing: Each party'sparty’s obligationobligation toto completecomplete thethe stockstock purchasepurchase isis subject to the followingfollowing customary conditions:

o The receipt of all requiredrequired regulatoryregulatory approvals;

o The absence of any law oror government order prohibitingprohibiting thethe completioncompletion ofof thethe transaction;

o The transfer of the ExcludedExcluded Subsidiaries outout of BBVA Bancshares;Bancshares;

o The accuracy of thethe otherother party'sparty’s representationsrepresentations and warranties,warranties, generallygenerally subject to a global "material“material adverseadverse effect"effect” standard and materialmaterial compliancecompliance by the other partyparty with its covenants; andand

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o The receipt of all certificates,certificates, documents, evidenceevidence and agreementsagreements requiredrequired toto be delivered under thethe agreement.

 Termination Rights:Rights: Either partyparty may terminate thethe agreement: (1)(1) byby mutualmutual written consent of both parties; (2) byby writtenwritten notice if therethere isis aa final and non-non- appealable denial of a required regulatory approval oror ifif thethe transactiontransaction isis prohibitedprohibited by law or order of a court or regulator; (3)(3) byby writtenwritten notice ifif thethe closingclosing hashas notnot occurred within one year after the datedate ofof thethe AgreementAgreement (unless suchsuch datedate isis extended by either partyparty byby upup toto three months), unlessunless thethe failure toto completecomplete thethe transaction byby that date is due toto thethe terminatingterminating party'sparty’s breachbreach of thethe agreement;agreement; oror (4) by written notice if there is a breach by the other partyparty thatthat wouldwould causecause thethe failure of the closing conditions described above, unless thethe breachbreach isis curedcured withinwithin 4545 daysdays following such notice.notice.

 Termination Fee:Fee: There isis no terminationtermination fee underunder thethe Agreement.Agreement.

 Representations and Warranties:Warranties:

o The Agreement contains customary representationsrepresentations and warrantieswarranties fromfrom BBVA in respect of BBVA BancsharesBancshares and BBVABBVA USAUSA relatingrelating to,to, amongamong other things, corporate organization, capitalization, subsidiaries,subsidiaries, authority,authority, regulatory matters (including filings),filings), reportsreports andand SEC filings,filings, financialfinancial statements, material contracts, realreal property,property, conflictsconflicts withwith contractscontracts oror law,law, derivative instruments, litigation, brokers'brokers’ fees,fees, employee benefitbenefit plansplans andand labor, taxes, insurance, intellectual property,property, privacyprivacy and cybersecurity, loansloans and extensions of credit, its trust business,business, environmentalenvironmental lawlaw matters,matters, andand useuse of assets.

o TheThe agreement also contains limited customarycustomary representationsrepresentations fromfrom PNCPNC relating to corporate organization, authority, regulatoryregulatory mattersmatters (including(including filings), brokers'brokers’ fees, litigation, availabilityavailability of funds,funds, andand thethe charactercharacter ofof itsits investment.

 Negative CovenantsCovenants:: The Agreement includes customary covenants,covenants, including covenants requiring BBVA BancsharesBancshares and BBVABBVA USAUSA (and(and theirtheir respectiverespective subsidiaries),subsidiaries), subject to certaincertain exceptions, toto conduct theirtheir respective businessesbusinesses inin the ordinary course during thethe interim periodperiod betweenbetween thethe execution of thethe AgreementAgreement and the closing of the HoldcoHoldco Acquisition.Acquisition.

 Survival of Representations, WarrantiesWarranties andand Covenants:Covenants: Representations andand warranties generally survive for 18 months after thethe closing.closing. However, representationsrepresentations regarding (1) certain fundamental mattersmatters (e.g.,(e.g. , corporatecorporate organization and authority) continue until the expiration ofof thethe applicableapplicable statutestatute ofof limitations, and (2) tax will survive untiluntil 30 days following thethe expirationexpiration ofof thethe fullfull period of all statutes of limitations. CovenantsCovenants requiredrequired toto bebe performedperformed priorprior toto thethe closing will survive untiluntil performedperformed in full.

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* Indemnification:Indemnification : Each party will indemnify the other forfor losseslosses relatingrelating toto breachesbreaches of representations and warranties, covenants andand certaincertain taxtax andand otherother matters,matters, subjectsubject to thethe following limitations relatingrelating to breaches ofof representationsrepresentations andand warranties:warranties:

o Cap:Cap: The maximum,maximum, aggregateaggregate indemnificationindemnification liabilityliability forfor breachesbreaches ofof representations and warranties (except(except breachesbreaches of certain fundamentalfundamental representationsrepresentations and warranties)warranties) isis cappedcapped atat $1.2 billion.billion. AbsentAbsent fraud,fraud, thethe maximum, aggregate indemnificationindemnification liability for breachesbreaches of representationsrepresentations and warranties (including(including fundamental representations)representations) isis capped at thethe amount of the purchasepurchase priceprice paidpaid atat the closing.closing.

o Basket:Basket: A party'sparty’s losseslosses for breachesbreaches of representations and warrantieswarranties (other(other than fundamental representations and warranties) mustmust first exceed $200,000$200,000 on a per claim basisbasis (or seriesseries of related claims), and $100 millionmillion inin thethe aggregate beforebefore thethe other partyparty isis liable forfor thethe amount ofof losseslosses in excessexcess ofof such threshold.threshold.

Required Approvals

In addition toto the Application,Application, applications toto regulatory agencies willwill include:include:

* An application to the OCC for priorprior approval for BBVABBVA USAUSA toto mergemerge withwith andand intointo PNC Bank, with PNC BankBank as the surviving institution, pursuantpursuant toto thethe BankBank MergerMerger Act and to operate BBVABBVA USA'sUSA’s branchesbranches as licensed branchesbranches ofof PNCPNC BankBank pursuant to the BankBank Merger Act, sectionsection 36(d) of thethe NationalNational BankBank ActAct andand thethe OCC'sOCC’s implementing regulations (the "OCC“OCC Application");Application”);44

* An application isis being submitted toto thethe AlabamaAlabama State BankingBanking DepartmentDepartment forfor priorprior approval of PNC,PNC, PNCPNC Bancorp and PNC BankBank toto acquire BBVABBVA USA,USA, pursuantpursuant toto 5 section 5-13B-45-13B-4 of the AlabamaAlabama Code; 5 and

* An application is being submitted to thethe TexasTexas Department of BankingBanking forfor priorprior approval of PNC to acquire BBVA Bancshares,Bancshares, pursuantpursuant toto sectionsection 202.001202.001 ofof thethe Texas FinanceFinance Code. 6

In addition, PNC or PNC Bank willwill submit appropriate noticesnotices of thethe ProposedProposed Transaction, with copies of the Application and thethe OCC Application,Application , toto thethe relevantrelevant bankingbanking agencies of the states in which BBVA USAUSA operates branches.branches. InIn connectionconnection withwith thethe acquisition of BBVA Transfer, filings willwill be mademade toto the state financialfinancial regulatorsregulators inin thethe DistrictDistrict

4 12 U.S.C. §§ 24, 24a, 36(d), 1828(c) and 1831u; 12 CFR §§ 5.26, 5.33, 5.34, 5.35, 5.36 and 5.39. The OCC 4 12 U.S.C. §§ 24, 24a, 36(d), 1828(c) and 1831u; 12 CFR §§ 5.26, 5.33, 5.34, 5.35, 5.36 and 5.39. The OCC Application will also cover the operating subsidiary, financial subsidiary and fiduciary aspects of the Bank Merger. Application will also cover the operating subsidiary, financial subsidiary and fiduciary aspects of the Bank Merger. Ala. Code § 5-13B-4. 5 Ala. Code § 5-13B-4. 6 Under TX Fin. Code § 202.001, the Texas Department of Banking must approve a proposed acquisition of a 6 Under TX Fin. Code § 202.001, the Texas Department of Banking must approve a proposed acquisition of a "Texas bank holding company," which is defined as a company whose "home state" (defined in substantially the “Texas bank holding company,” which is defined as a company whose “home state” (defined in substantially the same manner as for purposes of section 3(d) of the BHC Act) is Texas. The "home state" of a bank holding same manner as for purposes of section 3(d) of the BHC Act) is Texas. The “home state” of a bank holding company is determined by the state in which the company had the largest amount of its total deposits on the date it company is determined by the state in which the company had the largest amount of its total deposits on the date it became a bank holding company. TX Fin. Code §§ 201.002(22) & (40). When BBVA Bancshares became a bank became a bank holding company. TX Fin. Code §§ 201.002(22) & (40). When BBVA Bancshares became a bank holding company in 2007, the largest amount of its total deposits were in Texas. holding company in 2007, the largest amount of its total deposits were in Texas.

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of Columbia and the 50 states (other than Montana,Montana, which doesdoes notnot regulateregulate moneymoney transmittertransmitter businesses). In connection withwith the acquisition ofof BBVABBVA Insurance AgencyAgency and thethe premiumpremium finance activity of BBVA USA,USA, filings willwill also bebe made to thethe Texas DepartmentDepartment ofof Insurance.Insurance. Regulatory filings related to the transfer ofof BBVABBVA Securities toto BBVABBVA (or(or itsits affiliates),affiliates), andand ofof its retail customers to PNCPNC Investments, LLC, will also bebe made.made.

Public Notice

The form of newspaper noticenotice for the ApplicationApplication isis providedprovided in ExhibitExhibit 8.8 . We We havehave arranged for the newspaper notice toto appear in each of: (1)(1) PittsburghPittsburgh Post-Gazette, Post-Gazette, a a newspaper of general circulationcirculation in Pittsburgh, Pennsylvania, the city inin whichwhich thethe headquartersheadquarters of PNC is located; (2) the Houston Chronicle,Chronicle, a newspaper of general circulation inin Houston,Houston, Texas, the city in which the headquarters of BBVA BancsharesBancshares isis located;located; (3)(3) The NewsNews Journal,Journal, a newspaper of general circulation inin Wilmington, Delaware, the city in which thethe headquartersheadquarters of PNC Bancorp and the main office of PNC BankBank are located;located; and (4) TheThe BirminghamBirmingham News,News, the city in which thethe main office of BBVA USAUSA isis located.located. CopiesCopies ofof thethe publicationpublication affidavitsaffidavits from those newspapers will bebe provided toto the FederalFederal ReserveReserve onceonce theythey becomebecome available.

Factors for Federal Reserve ReviewReview

I. Interstate Banking Requirements andand Liabilities ConcentrationConcentration

A. Interstate Banking Requirements

Section 3(d) of the BHC ActAct ("Section(“Section 3(d)"),3(d)”), as revisedrevised byby thethe Riegle-NealRiegle-Neal InterstateInterstate Banking and Branching Efficiency Act of 1994 and the Dodd-FrankDodd-Frank WallWall Street ReformReform andand Consumer Protection ActAct (the "Dodd-Frank“Dodd-Frank Act"),Act”), permitspermits thethe FederalFederal ReserveReserve toto authorizeauthorize aa bankbank holding company that is well capitalized and well managed toto acquireacquire control ofof aa bankbank located in a state other than the home state of such bankbank holdingholding company,company, notwithstandingnotwithstanding contrary state law.'law. 7 For purposes of this provision, PNC'sPNC’s homehome statestate isis Pennsylvania,Pennsylvania, thethe statestate in which the deposits of PNC'sPNC’s subsidiary banks were largestlargest whenwhen itit becamebecame aa bankbank holdingholding 8 company. 8 For purposes of Section 3(d), thethe FederalFederal ReserveReserve considers aa bankbank proposedproposed toto bebe acquired to be "located"“located” for thesethese purposes "in“in thethe statesstates in whichwhich thethe bankbank is chartered, 9 headquartered or operates a branch."branch.”9 BBVABBVA Bancshares is deemed toto bebe "located"“located” forfor Section 3(d) purposes in Alabama, Arizona,Arizona, California, Colorado, Florida,Florida, NewNew MexicoMexico and Texas.

PNC and PNC Bancorp will bebe both "well“well capitalized"capitalized” and "well“well managed,"managed,” as thosethose terms are used in SectionSection 3(d), when they acquire BBVA BancsharesBancshares andand BBVABBVA USA,USA, 10 respectively.respectively.10 Section 3(d) also imposesimposes requirements relating toto (1)(1 ) thethe ageage ofof thethe targettarget bank,bank,

12 U.S.C. § 1842(d)(1)(A). 7 12 U.S.C. § 1842(d)(1)(A). 8 12 U.S.C. § 1841(o)(4). 8 12 U.S.C. § 1841(o)(4). 9 See, e.g., The PNC FinancialServices Group, Inc., 94 Fed. Res. Bull. C38 (2008); BBVA USA Bancshares 9 See, e.g., The PNC Financial Services Group, Inc., 94 Fed. Res. Bull. C38 (2008); BBVA USA Bancshares Incorporated,93 Fed. Res. Bull. C94 (2007). Incorporated, 93 Fed. Res. Bull. C94 (2007). 10 See 12 U.S.C. §§ 1841(o)(1) and (o)(9), 12 CFR part 217, and 12 CFR § 225.2(s). 10 See 12 U.S.C. §§ 1841(o)(1) and (o)(9), 12 CFR part 217, and 12 CFR § 225.2(s).

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(2) concentration limits and (3)(3 ) community reinvestment compliance."compliance.11 EachEach ofof thesethese conditionsconditions is satisfied in thethe case of the Acquisitions.Acquisitions.

AgeAge of the AcquiredAcquired Bank.Bank. Section 3(d) specifies that the FederalFederal ReserveReserve maymay notnot approve a proposed interstate acquisition if the effect would bebe toto permitpermit anan out-of-stateout-of-state bankbank holding company "to“to acquire a bank inin a host State thatthat hashas notnot beenbeen inin existenceexistence forfor thethe minimum period of time, if any, specified in the statutory law ofof thethe host State",State”, subjectsubject toto a capcap of five years. 12 The earliest predecessorpredecessor bank of BBVABBVA USA was established inin 1964 (under(under thethe name of Central Bank and Trust Company) and, therefore,therefore, has beenbeen in existence muchmuch longerlonger than five years. 13 Therefore, the Federal Reserve is authorized underunder Section 3(d)(1)(B)(ii) ofof the BHC Act to approve the Holdco AcquisitionAcquisition regardless of any state lawlaw ageage requirements.requirements.114 4

Nationwide Concentration Limit.Limit. Section 3(d) provides thatthat thethe FederalFederal ReserveReserve maymay not approve an interstate acquisition if, uponupon consummation, thethe applicant would controlcontrol moremore than 10% of the totaltotal amount of deposits of insuredinsured depository institutionsinstitutions inin thethe UnitedUnited States ("nationwide(“nationwide deposits")."deposits”).15 On consummation,consummation, PNC and PNC BancorpBancorp wouldwould holdhold onlyonly approximately 2.7% of nationwide deposits and, thus,thus, wouldwould bebe well underunder thethe nationwidenationwide deposits concentration limit.

Statewide Concentration Limit.Limit. Section 3(d) also provides thatthat thethe FederalFederal ReserveReserve maymay not apapproveprove an interstate acquisition if:if:

(1)(1 ) immediately prior toto consummation, thethe applicantapplicant controlscontrols any insuredinsured depositorydepository institution or any branch of an insuredinsured depositorydepository institutioninstitution inin thethe homehome statestate ofof any bank to be acquired or in any hosthost statestate inin which anyany suchsuch bankbank maintainsmaintains aa branch; and

(2)(2) the applicant, uponupon consummation of thethe acquisition,acquisition, wouldwould controlcontrol 30%30% oror moremore of the total amount of deposits in any suchsuch statestate (or(or suchsuch higherhigher percentagepercentage asas 16 may be permitted by state law, regulationregulation oror order).order).16

BBVA USA'sUSA’s home state is Alabama and itit has branches in thethe hosthost states ofof Arizona,Arizona, California, Colorado, Florida,Florida, New Mexico and Texas. PNC Bank alsoalso hashas branchesbranches inin Alabama, Florida and Texas. Upon consummation,consummation, PNC would holdhold only 18.518.5%% of totaltotal insuredinsured 17 depository institution deposits in Alabama, 17 2.7%2.7% of totaltotal insuredinsured depositorydepository institutioninstitution depositsdeposits

1111 12 U.S.C. § 1842(d)(1)1842(d)(1)-(3).-(3). 12 The Federal Reserve may approve an acquisition of a bank that has been in existence for at least 12 The Federal Reserve may approve an acquisition of a bank that has been in existence for at least fivefive yearsyears without regard to a contrary minimum period of timetime specified inin aa hosthost state'sstate’s law.law. 12 12 U.S.C. U.S.C. § § 1842(d)(1)(B). 1842(d)(1)(B). 13" The name of Central Bank and TrustTrust Company changedchanged severalseveral timestimes andand becamebecame CompassCompass BankBank inin 1993. BBVA acquired Compass Bank inin 2007 and changed thethe bank'sbank’s namename toto BBVA USA inin 2019. 14 Ala. Code §§ 5-13B-6, 5-13B-23 (five years); TX Fin. Code § 202.003(b) 14 Ala. Code §§ 5-13B-6, 5-13B-23 (five years); TX Fin. Code § 202.003(b) (five(five years).years). None None ofof Arizona,Arizona, California, Colorado, Florida or New Mexico has statutory age restrictions that would apply to the Proposed California, Colorado, Florida or New Mexico has statutory age restrictions that would apply to the Proposed Transaction. Transaction.15 12 U.S.C. § 1842(d)(2)(A). 15 12 U.S.C. § 1842(d)(2)(A). 16 12 U.S.C. §§ 1842(d)(2)(B) and (D)(i). 16 12 U.S.C. §§ 1842(d)(2)(B) and (D)(i). 17 As of June 30, 2020, PNC Bank 17 As of June 30, 2020, PNC Bank and BBVA USA hadhad deposits totaling $3.2$3.2 billionbillion andand $20.6 billion,billion, respectively,respectively, in Alabama. On a combined basis, they would hold $23.9 billion or 18.5% of the $129.5 billion total amount of in Alabama. On a combined basis, they would hold $23.9 billion or 18.5% of the $129.5 billion total amount of deposits of insured depository institutions in Alabama. deposits of insured depository institutions in Alabama.

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in Florida,1818 and 3.2%3.2% of total insured depository institutions inin Texas.1919 Therefore, thethe Acquisitions wouldwould comply with this statewide concentration limit.limit.

Section 3(d) further providesprovides that state law caps on the totaltotal amount of depositsdeposits inin thethe state that a single banking organization may holdhold must alsoalso bebe complied with,with, providedprovided thatthat thethe cap does not discriminate against out-of-stateout-of-state bankingbanking organizations. 2020 Alabama,Alabama, ArizonaArizona andand Florida each impose a 30% state deposit cap. 221 1 ColoradoColorado imposes aa 25% state deposit cap,cap,222 2 andand Texas imposes a 20% state deposit cap. 223 3 As discussed above, uponupon consummation,consummation, PNCPNC wouldwould hold far less than thethe state deposit caps inin Alabama,Alabama, Florida and Texas.Texas. UponUpon consummation,consummation, PNC would hold 3.7% and 11.6%.6% of totaltotal insured depositsdeposits inin ArizonaArizona andand Colorado, respectively.respectively. Neither California nor NewNew Mexico impose a state deposit cap. TheThe ProposedProposed Transaction,Transaction, therefore, would comply with the state law deposit cap requirementsrequirements of Section 3(d).3(d).

Community Reinvestment ActAct Compliance.Compliance . Section 3(d)3(d) ofof thethe BHC ActAct directsdirects thethe Federal Reserve to consider an applicant'sapplicant’s record underunder thethe CRACRA andand taketake into accountaccount itsits recordrecord of compliance under state community reinvestmentreinvestment laws. 224 4 AsAs noted,noted, PNC BankBank andand BBVABBVA USA each currently have overall CRA performance ratings of "Outstanding."“Outstanding.” DetailedDetailed information about the CRA compliance records of PNCPNC Bank andand BBVABBVA USAUSA areare inin thethe Commitment to the CRA section below. There are nono applicableapplicable state communitycommunity reinvestmentreinvestment statutesstatutes that would apply to PNC Bank or BBVA USAUSA (or(or theirtheir respectiverespective bankbank holdingholding companies).

Conclusion under Section 3(d).3(d). The AcquisitionsAcquisitions wouldwould satisfysatisfy each of thethe conditionsconditions for an interstate acquisition in Section 3(d) of thethe BHC Act.Act. Accordingly,Accordingly, thethe FederalFederal ReserveReserve isis permitted to approve the proposalproposal under Section 3(d)3(d) of thethe BHCBHC Act.Act.

B. Liabilities Concentration

The BHC Act and the Federal Reserve'sReserve’s implementing Regulation XXXX generallygenerally prohibitprohibit a financial company, including, among others, a bank holdingholding companycompany andand an insuredinsured depository institution, from merging or consolidating with,with, or acquiring controlcontrol of,of, anotheranother company if the total consolidated liabilities of the acquiring financial company afterafter consummation of the transaction would exceed 10%10% of thethe aggregateaggregate consolidatedconsolidated liabilities ofof all financial companies ("Total(“Total Liabilities")Liabilities”) at the end of the calendar yearyear precedingpreceding thethe transaction.25transaction.25 As of December 31, 2019,2019, PNCPNC and BBVABBVA BancsharesBancshares hadhad consolidated

181 As of June 30, 2020, PNC Bank and BBVA USA hadhad depositsdeposits totalingtotaling $13.5 billionbillion andand $5.7 billion,billion, respectively,respectively, in Florida. On a combined basis, PNC would hold $19.1 billionbillion or 2.7% ofof the $708.4$708.4 billionbillion totaltotal amountamount ofof deposits of insured depository institutionsinstitutions in Florida. 1919 As of June 30, 2020, PNC Bank and BBVA USA hadhad deposit totalingtotaling $61.3$61.3 millionmillion and $44.2$44.2 billion,billion, respectively, in Texas. On a combined basis, PNC would hold $44.3 billion or 3.2% of the $1.36 trillion total respectively, in Texas. On a combined basis, PNC would hold $44.3 billion or 3.2% of the $1.36 trillion total amount of deposits of insured depository institutions in Texas. amount of deposits of insured depository institutions in Texas. 20 See 12 U.S.C. § 1842(d)(2)(C). 20 See 12 U.S.C. § 1842(d)(2)(C). 21 See Ala. Code § 5-13B-6 (b); A.R.S. § 6-328B; Fla. Stat. § 658.2953. 21 See Ala. Code § 5-13B-6 (b); A.R.S. § 6-328B; Fla. Stat. § 658.2953. 22 Col. Rev. Stat. § 11-104-202(4). 22 Col. Rev. Stat. § 11-104-202(4). 23 TX Fin. Code §§ 202.002 and 203.004. 24 TX Fin. Code §§ 202.002 and 203.004. See 12 U.S.C. § 1842(d)(3). 24 See 12 U.S.C. § 1842(d)(3). 25 12 U.S.C. § 1852(b); 12 CFR part 251. 25 12 U.S.C. § 1852(b); 12 CFR part 251.

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liabilities of $360.98 billion and $84.25$84.25 billion,26billion,26 respectively.respectively. AssumingAssuming national liabilitiesliabilities ofof $21.23 trillion,trillion, PNC would hold only 2.10%2.1% of Total Liabilities,Liabilities , onon aa propro formaforma basis,basis, onon consummation of the Acquisitions. 2727 Accordingly,Accordingly, thethe liabilitiesliabilities concentration limitlimit wouldwould notnot preclude Federal Reserve approval of the Acquisitions.Acquisitions.

II. Financial and ManagerialManagerial Resources and FutureFuture ProspectsProspects

In acting on the Application, sectionsection 3 of the BHCBHC ActAct requiresrequires thethe FederalFederal ReserveReserve toto consider the financial and managerial resources andand future prospectsprospects of thethe organizations involved.involved.28 The Acquisitions would representrepresent the strategic deploymentdeployment of thethe $11.1 billionbillion (after tax) proceeds PNC received from thethe salesale of itsits passivepassive investment in BlackRock,BlackRock, Inc.Inc. earlier this year, provideprovide PNC a strategic earningsearnings stream, enhance PNC'sPNC’s and PNCPNC Bank'sBank’s corecore businesses, and increase their marketsmarkets and efficiencies.

PNC and PNC Bank willwill retain theirtheir existing riskrisk profiles,profiles, benefittingbenefitting fromfrom thethe compatible business lines and diversification ofof customers andand geographiesgeographies acquired throughthrough thethe Proposed Transaction.Transaction. Both PNC and BBVABBVA Bancshares are predominantlypredominantly corecore funded,funded, andand PNC will remain so on consummation of the ProposedProposed Transaction.Transaction. The ProposedProposed TransactionTransaction isis also expected to enable PNC and PNC Bank to achieveachieve attractiveattractive financialfinancial andand operatingoperating metricsmetrics and generate a strong internal raterate of return.return.

PNC (including PNC Bancorp) and BBVA BancsharesBancshares andand theirtheir respectiverespective subsidiarysubsidiary banks have strong financial, capital, liquidity and managerial resources,resources, includingincluding effectiveeffective enterprise risk management systems, that will allow PNCPNC toto consummate thethe ProposedProposed Transaction,Transaction, successfully integrate thethe operations ofof BBVABBVA BancsharesBancshares intointo PNC,PNC, andand ensureensure thethe continued safe and sound operation of PNC and PNC BankBank going forward.forward. TheThe ProposedProposed Transaction will benefit PNC and PNCPNC Bank by providing access toto new markets,markets, increasedincreased efficiencies, and new revenue sources, and will enable PNCPNC and PNC BankBank toto offeroffer moremore products and services, including enhanced digital technologies, toto meet customercustomer needsneeds and develop deeper relationships withwith customers andand community organizations.organizations.

Senior management of PNC and PNCPNC Bank will continue toto take steps to ensureensure thatthat thethe company and bank maintain appropriate capital planning,planning, liquidityliquidity management,management, managerialmanagerial resources, corporate governance, enterprise riskrisk managementmanagement programsprograms andand technologicaltechnological infrastructureinfrastructure that meet the Federal Reserve'sReserve’s and OCC'sOCC’s supervisory expectations.expectations. AsAs aa Category III organization under the Federal Reserve'sReserve’s prudentialprudential standards forfor largelarge bankbank holding companies, PNC hashas already beenbeen subjectsubject toto enhanced prudentialprudential supervisorysupervisory standards,standards, including among others: (1) capital planningplanning and additionaladditional risk-basedrisk-based and leverageleverage capital requirements (such as the supplementary leverageleverage ratio),ratio), (2)(2) liquidityliquidity riskrisk managementmanagement andand stressstress testing requirements, (3) supervisorysupervisory and company-runcompany-run capitalcapital stressstress testing,testing, (4)(4) overalloverall heightened risk management requirements, (5) resolution planningplanning requirements,requirements , and (6)(6) singlesingle

26 This amount of BBVA Bancshares' liabilities is not adjusted to omit the Excluded Subsidiaries' liabilities. 26 This amount of BBVA Bancshares’ liabilities is not adjusted to omit the Excluded Subsidiaries’ liabilities. 27 This percentage is estimated using the method of calculation in the Federal Reserve's Regulation XX, 12 CFR 27 This percentage is estimated using the method of calculation in the Federal Reserve’s Regulation XX, 12 CFR part 251, and the amount of Total Liabilities as of December 31, 2019, stated by the Federal Reserve. part 251, and the amount of Total Liabilities as of December 31, 2019, stated by the Federal Reserve. Announcement ofFinancialSector Liabilities, Federal Reserve System Docket No. OP-1719 (May 27, 2020). The Announcement of Financial Sector Liabilities, Federal Reserve System Docket No. OP-1719 (May 27, 2020). The calculation was not adjusted to take into account the liabilities of the Excluded Subsidiaries. calculation was not adjusted to take into account the liabilities of the Excluded Subsidiaries. 28 12 CFR § 225.13 (b)(1)-(2). 28 12 CFR § 225.13 (b)(1)-(2).

-18- -18- counterparty credit exposure limits.29

.

Based on all the information below and in the exhibits, it is evident that the financial, managerial and future prospects factors that the Federal Reserve must consider all support approval of the Acquisitions.

A. Financial, Capital and Liquidity Strength

PNC employs comprehensive and rigorous capital planning and capital stress testing programs, and the acquired operations of BBVA Bancshares and BBVA USA will be covered by these effective programs. Each of PNC (including PNC Bancorp), BBVA Bancshares and their respective subsidiary banks are currently deemed to be “well-capitalized” by the Federal Reserve and the OCC (as appropriate), and PNC and PNC Bank will remain so on consummation of the Proposed Transaction. The respective capital and leverage ratios of PNC, PNC Bank, BBVA Bancshares and BBVA USA well exceed the minimum ratios necessary for “well-capitalized” status and, on consummation of the Proposed Transaction, PNC’s and PNC Bank’s capital ratios and leverage and supplementary leverage ratios will well exceed the required minimum levels and otherwise meet supervisory expectations. The Proposed Transaction is expected to result in a collective company and bank with stronger financial and operating metrics, greater diversification, and increased profitability and scale that will permit the combined organization to better compete against the largest U.S. banking organizations. For more detailed information on the current, pro forma and projected financials, capital ratios and asset quality of PNC and PNC Bank, please see Exhibit 9 and Confidential Exhibit C.

Since January 1, 2020, the federal banking agencies’ capital and liquidity rules classify all banking organizations with $100 billion or more in total consolidated assets into one of four categories (Category I, II, III or IV), based on the banking organization’s asset size and risk profile, with the most stringent capital and liquidity requirements applicable to Category I firms and the least restrictive requirements applying to Category IV firms. The classification of any subsidiary bank of a bank holding company generally follows that of its parent bank holding company. Based on this regulatory framework, PNC and PNC Bank currently qualify as Category III organizations and they will continue to qualify as such on consummation of the Holdco Acquisition and Bank Merger, respectively.30

As a Category III firm, PNC is subject to the Federal Reserve’s capital plan rule, capital stress testing requirements and CCAR process, and PNC and PNC Bank are subject to the Federal Reserve’s and OCC’s company-run stress testing requirements. In connection with the Federal Reserve’s 2020 CCAR exercise, PNC filed its capital plan and stress testing results with

29 See 84 Fed. Reg. 59,032 (Nov. 1, 2019). 30 PNC and PNC Bank would become a Category I or II institution, and subject to more stringent capital and liquidity standards, if PNC were at some point in the future to have $700 billion or more in total consolidated assets, be designated as a “global systemically important bank” (“GSIB”), or have $75 billion or more in cross- jurisdictional assets. As of December 31, 2019, PNC had cross-jurisdictional activities for these purposes of only $13.4 billion. On consummation of the Holdco Acquisition, PNC’s total consolidated assets would be $552.4 billion, and its cross-jurisdictional assets would be only $18 billion, as of September 30, 2020.

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the Federal ReserveReserve,, and PNC Bank filed its stress testing results with the OCC, in April 2020.2020. In June 2020, the Federal Reserve released the results of its supervisory stress tests under the Federal Reserve’sReserve's hypothetical severely adverse scenario, which included a severe global recession. The Federal Reserve estimated that PNC’sPNC's Common Equity Tier 11 (“("CETI")CET1”) ratio would decline by only 0.0.330% 0%,, to 9.2% (or 4.7% above the regulatory minimum), even under these hypothetical severely adverse conditions,31 demonstrating the resiliency of PNC’sPNC's balance sheet and its strong credit risk management practices.

In light of the economic uncertainty createdcreated by the COVIDCOVID-19-19 pandemic, the Federal Reserve required all firms that participated in the 2020 CCAR process (including PNC) to conduct a second round of stress tests in 2020 and provided firms both a new Supervisory Severely Adverse scenario and an AlternativeAlternative Severe scenario for use in these tests. PNC again fared well in this additional round of supervisory stress tests. For example, the Federal Reserve projected that PNC’sPNC's minimum CET1 capital ratio would be 9.6% in both the Supervisory Severely AdvAdverseerse scenario and the Alternative Severe scenario. This minimum is 0.40% higher than PNC’sPNC's projected CET1 minimum in the Federal Reserve’sReserve's CCAR 2020 projections under that Supervisory Supervisory SeverelySeverely Adverse scenario, and fully 5.15.1%% above the regulatory minimum. 32

PNC and PNC Bank also meet the Federal Reserve’sReserve's and OCC'sOCC’s minimum liquidity coverage ratio (the “"LCR")LCR”) rrequirementsequirements and hahaveve taken actions to prepare for implementation of the net stable funding ratio (the "NSFR")“NSFR”) requirements that will become effective on July 1,1, 2021. The LCR requirement is designed to ensure that covered banking organizations maintain an adequate level of cash an andd highhigh-quality,-quality, unencumbered liquid assets to meet estimated liquidity needs in a shortshort-term-term stress scenario, using prescribedprescribed liquidity inflow and outflow assumptions. The NSFR is designed to promote a stable maturity structure of assets and liabilities over a one-yearone-year time horizon. PNC and PNC Bank, as Category III institutions with less than $75 billion inin weighted shortshort-term-term wholesale funding,funding, are subject to a reduced LCR and NSFR requirement. As of December 31, 2019, PNC had weighted short short-term-term wholesale funding for these purposes of $26.3 billion.billion. Consummation of the Proposed Transaction will not materially increase PPNC'sNC’s weighted shortshort-term-term wholesale funding forfor purposes of its LCR and NSFR requirements.

PNC and PNC Bank will continue to exceed all applicable LCR requirements and will meet the NSFR requirement when it goes into effecteffect,, even after consummation of the Proposed Transaction. In this regard, PNC and PNC Bank have substantial liquidity resources, including $70.6 billion of deposits with the Federal Reserve Bank of Cleveland as of September 30, 2020, an increase of more than $47 billionbillion since December 31, 2019.

As a Category III institution, PNCPNC is subject to rules that,that, among other things, require it to conduct internalinternal liquidity stress tests over a range of time horizons, maintain a buffer of highly liquid assets sufficient to memeetet projected net outflows under a 3030-day-day liquidity stress test, and

31 See Federal Reserve Board, Dodd-FrankDodd-Frank Act Stress Test 2020: Supervisory Stress Test Results, at 67 (June 2020), available at https://www.federalreserve.gov/publications/files/2020-dfast-results-20200625.pdf.https://www.federalreserve.gov/publications/files/2020-dfast-results-20200625.pdf. 32 See Federal Reserve Board, December 2020 Stress Test Results, at 108108-109-109 (December 2020), available at https://www.federalreserve.gov/publications/files/2020-dec-stress-test-results-2020121https://www.federalreserve.gov/publications/files/2020-dec-stress-test-results-20201218.pdf 8.pdf..

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maintain a contingency funding plan that meets certain requirements. PNCPNC maintainsmaintains aa robustrobust liquidity risk management program and manages liquidityliquidity risk at thethe consolidatedconsolidated companycompany levellevel to help ensure thatthat it (1) can obtain cost-effectivecost-effective fundingfunding toto meet currentcurrent andand future obligationsobligations under both normal "business“business as usual"usual” and stressful circumstances,circumstances , andand (2)(2) maintainmaintain anan appropriate level of contingent liquidity. ManagementManagement monitorsmonitors liquidityliquidity throughthrough aa seriesseries ofof early warning indicators that may indicate aa potentialpotential market or PNC-specificPNC-specific liquidityliquidity stress event, performs liquidity stress tests over multiplemultiple timetime horizons withwith varyingvarying levelslevels ofof severity,severity, and maintains a contingency funding planplan to address a potential liquidity stressstress event.event. ParentParent company liquidity guidelines and liquidity-relatedliquidity-related risk limitslimits areare established withinwithin PNC'sPNC’s Enterprise Liquidity Management Policy. InIn addition, PNC monitorsmonitors itsits liquidityliquidity byby referencereference toto the LCR and NSFR ratios. PNC'sPNC’s liquidity risk management programprogram will cover thethe acquiredacquired operations of BBVA Bancshares and BBVABBVA USAUSA on consummation of thethe ProposedProposed Transaction.

B. ManagerialManagerial ResourcesResources

PNC and BBVA Bancshares and their respective subsidiary banksbanks havehave diverse,diverse, highlyhighly accomplished and experienced boards of directorsdirectors and senior executiveexecutive managementmanagement teams,teams, providing bothboth companies and banks with outstanding managerial resourcesresources toto ensureensure theirtheir safesafe and sound operation.

1. Boards of Directors

PNC,PNC, PNC BancorpBancorp and PNC Bank.Bank. ThereThere willwill bebe nono changeschanges toto thethe Board of Directors of PNC, PNCPNC Bancorp oror PNCPNC Bank asas aa resultresult ofof thethe AcquisitionsAcquisitions oror thethe Bank Merger.

The current directors of PNC, PNC Bancorp andand PNCPNC Bank areare set forthforth below:below:

Name of Director PrincipalPrincipal Occupation PNCPNC PNCPNC PNCPNC BancorpBancorp BankBank William S. Demchak Chairman, President andand XX XX Chief Executive Officer

Joseph Alvarado Retired Chairman and ChiefChief XX XX Executive OfficerOfficer of Commercial MetalsMetals Company

Charles E. Bunch Retired ExecutiveExecutive Chairman XX XX of PPG Industries,Industries, Inc.Inc.

Debra A. Cafaro Chairman and Chief XX XX Executive OfficerOfficer of Ventas, Inc.Inc.

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Name of Director PrincipalPrincipal Occupation PNCPNC PNCPNC PNCPNC BancorpBancorp BankBank Marjorie Rodgers Cheshire President and ChiefChief XX XX Operating Officer of A&R Development Corp.

David L. Cohen Senior Executive ViceVice XX XX President of Comcast Corporation

Andrew T. Feldstein Former Chief ExecutiveExecutive XX XX Officer and Chief Investment Officer of Blue MountainMountain Capital Management; former Chief Investment OfficerOfficer of Assured Guaranty Ltd.Ltd.

Richard J. Harshman Retired Chairman of XX XX Allegheny Technologies IncorporatedIncorporated

Daniel R. Hesse Former PresidentPresident andand Chief XX XX Executive OfficerOfficer of Sprint Corporation

Martin Pfinsgraff Former Senior Deputy XX XX Comptroller for Large Bank Supervision, OCC

Tony Townes-WhitleyTownes-Whitley President of U.S. RegulatedRegulated XX XX IndustriesIndustries at Microsoft Corp.

Michael J. Ward Former Chairman and chiefchief XX XX Executive OfficerOfficer of CSX Corporation

Robert Q. Reilly Chief Financial Officer, PNCPNC XX XX

E William Parsley, III Chief Operating Officer,Officer, XX PNC

Michael P. Lyons Head, Corporate & XX InstitutionalInstitutional Banking,Banking, PNC

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Name of Director PrincipalPrincipal Occupation PNCPNC PNCPNC PNCPNC BancorpBancorp BankBank Janet PillingPilling JollesJolles Senior ViceVice President & XX Fiduciary Director, PNC Delaware Trust Company James A. Hutchinson Senior ViceVice President & XX Market Executive, PNC Asset Management Group

Interim BoardBoard of DirectorsDirectors of BBVABBVA USA.USA . TheThe Board ofof DirectorsDirectors ofof BBVA USA will be replaced on consummation of the HoldcoHoldco AcquisitionAcquisition withwith thethe individualsindividuals who serve as directors on the Board of Directors of PNC Bank.Bank.

2. Senior ExecutiveExecutive Officers

PNC and PNC Bank.Bank. AtAt thethe current time, PNC,PNC, PNCPNC BancorpBancorp and PNCPNC Bank do not anticipate any changes to their Senior Executive OfficersOfficers (i.e.,(i.e. , membersmembers ofof PNC'sPNC’s Executive Committee) as a result ofof thethe Acquisitions and BankBank Merger.Merger.

The currentcurrent Senior Executive Officers ofof PNC,PNC, PNC BancorpBancorp and PNCPNC BankBank areare setset forthforth below:

Name of Senior Position Entity Executive Officer

William S. Demchak Chairman, PresidentPresident && Chief PNC && PNCPNC BankBank Executive Officer

Robert Q. Reilly ChiefChief Financial Officer PNC && PNCPNC BankBank

Carole Brown Head of AssetAsset Management PNC && PNCPNC BankBank

Richard K. Bynum Chief Corporate Responsibility PNC && PNCPNC BankBank Officer

Deborah Guild Head of EnterpriseEnterprise Technology && PNC && PNCPNC BankBank Chief Security Officer

Vicki Henn Chief Human Resources Officer PNC && PNCPNC BankBank

Gregory B. Jordan General Counsel & Chief PNC && PNCPNC BankBank Administrative Officer

Stacy Juchno General Auditor PNC && PNCPNC BankBank

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Name of Senior Position Entity Executive Officer

Ganesh Krishnan Enterprise Chief InformationInformation PNC && PNCPNC BankBank Officer

Karen L. Larrimer Head of RetailRetail BankingBanking & ChiefChief PNC && PNCPNC BankBank Customer Officer

Michael P. Lyons Head of Corporate & Institutional PNC && PNCPNC BankBank Banking

E William Parsley,Parsley, III Chief Operating Officer,Officer, PNC PNC && PNCPNC BankBank

Joseph E. Rockey Chief Risk Officer PNC && PNCPNC BankBank

Deborah Falkowski Treasurer, Controller and Secretary PNC BancorpBancorp

BBVA USA.USA . PNC anticipates thatthat mostmost or all of the Senior ExecutiveExecutive Officers of BBVA USAUSA will remainremain in place at least forfor thethe periodperiod of timetime afterafter consummationconsummation of the Holdco Acquisition and untiluntil consummation ofof thethe Bank MergerMerger (the "Interim“Interim BankBank Period")Period”) to help ensure a smooth transition and conversion. DuringDuring thethe InterimInterim BankBank Period,Period, thethe legacy BBVA USAUSA Senior ExecutiveExecutive Officers willwill bebe subject to PNC'sPNC’s EnterpriseEnterprise RiskRisk Management framework and other policiespolicies and procedures, and theythey will reportreport toto appropriateappropriate management officials within PNC.PNC. As part of the integration planning,planning, PNCPNC andand PNCPNC BankBank areare evaluating and consconsideringidering alternative long-termlong-term positionspositions inin thethe combinedcombined organizationorganization forfor BBVA USA Senior Executive Officers.

The current BBVA USA Senior ExecutiveExecutive Officers are set forth below:below:

Name of Senior Executive Officer Position

Javier RodriguezRodríguez Soler Chief ExecutiveExecutive Officer

Michael W. Adler Head of U.S. CorporateCorporate & Investment BankingBanking

Rafael Bustillo Chief OperatingOperating OfficerOfficer

Ignacio CarniceroCamicero Chief RiskRisk OfficerOfficer

B. Shane Clanton General Counsel & Secretary

JosJos6é Luis Elechiguerra Head of Business Development

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Name of Senior Executive Officer Position

Larry Franco Head of Retail Banking

Luis de la Fuente Chief AuditAudit Executive and GeneralGeneral AuditorAuditor

Rosilyn Houston Chief TalentTalent & CultureCulture ExecutiveExecutive

Kevin McMahon Head of Engineering

Celie Niehaus, CRCM Chief ComplianceCompliance OfficerOfficer

JosJos6é Olalla Head of Strategy & GlobalGlobal BusinessBusiness

Kirk Pressley Chief FinancialFinancial Officer

3. Employees

PNC is dedicated toto a successful transitiontransition for bothboth BBVABBVA USAUSA andand PNCPNC BankBank employees.employees. In line with this vision,vision, PNC isis carefully evaluating potentialpotential overlapping areasareas and developing a plan to ensure any identified overlapsoverlaps are carefully managed,managed, withwith anyany relatedrelated job job losses and adverse consequences to either legacy employees ofof BBVABBVA BancsharesBancshares andand BBVABBVA USA (together, “"BBVABBVA Employees")Employees”) or PNC and PNCPNC BankBank employeesemployees (together, "PNC“PNC Employees")Employees”) appropriately mitigated.mitigated.

BBVA USA operates retail branches across Texas, Alabama,Alabama, Arizona,Arizona, California, Florida, Colorado and NewNew MexicoMexico with threethree primaryprimary lineslines of business:business: CommercialCommercial BankingBanking and Wealth, Retail andand Corporate and InvestmentInvestment Banking. ThereThere areare onlyonly a few areasareas ofof geographical overlap between the retail branchbranch network andand operations of BBVABBVA USAUSA andand PNCPNC Bank. As a result, PNC Bank expects therethere willwill be relativelyrelatively few branchbranch closures oror consolidations in comparison to thethe combined branch network ofof PNCPNC Bank andand BBVABBVA USA,USA, affecting BBVA Employees or PNC Employees as a resultresult ofof thethe ProposedProposed Transaction.Transaction.

At the same time, the combination of PNCPNC and BBVABBVA BancsharesBancshares andand theirtheir respectiverespective subsidiary banks will create a strong banking organization that has the nationalnational reach,reach, comprehensive productproduct offerings, capital resources and cutting-edgecutting-edge technologytechnology infrastructureinfrastructure and applications to betterbetter serve customers and competecompete withwith thethe largestlargest bankbank organizations inin thethe same markets. PNC believes thatthat thethe expanded scale ofof thethe combined companycompany willwill affordafford BBVA EmployeesEmployees and PNC EmployeesEmployees new growth and developmentdevelopment opportunitiesopportunities associated with an organization that has national geographical reach.reach. ForFor example,example, PNCPNC expectsexpects thatthat therethere will be opportunities for BBVA EmployeesEmployees and PNCPNC EmployeesEmployees toto apply forfor newnew positionspositions across the combined organization'sorganization’s expanded footprint, and thesethese transitions willwill bebe supportedsupported by PNC'sPNC’s comprehensive talent and mobility framework. PNCPNC offers all of its full-timefull-time employees, including retail branch employees, a $15 perper hour minimumminimum wage.wage. PNCPNC expectsexpects toto

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expand this minimum wage over timetime to cover all BBVA EmployeesEmployees (including BBVABBVA USAUSA branch employees) who becomebecome employees ofof PNC.PNC. InIn addition, PNCPNC offers comprehensive benefits and programs, including a defined benefitbenefit cash balance pensionpension planplan and,and, forfor thosethose eligible employees enrollenrolleded with a PNC-offeredPNC-offered healthhealth insurance program,program , access toto a HealthHealth Savings Account and funded dollars earned from wellnesswellness participation,participation, whichwhich willwill supportsupport employees'employees’ near-termnear-term financial and wellbeingwellbeing needs andand theirtheir long-termlong-term needs forfor financialfinancial security.

Nevertheless, PNC recognizesrecognizes that there will bebe displacements in certaincertain areas wherewhere redundancies eexistxist or where operations are modified oror discontinued.discontinued. PNC'sPNC’s lines ofof businessbusiness and functional areas are currently completing a comprehensive analysis ofof theirtheir respectiverespective expected staffing and talent needs within thethe combined organization. AsAs partpart ofof thesethese activities,activities, PNC also is currently receiving and reviewing information from BBVABBVA BancsharesBancshares andand BBVABBVA USA regarding the positions,positions, skills and experience of BBVA EmployeesEmployees toto helphelp ensure thatthat appropriate talent is identified for each positionposition inin thethe combinedcombined organization. DueDue toto thethe number of positions involved, and PNC'sPNC’s desire to matchmatch the bestbest talent withwith eacheach availableavailable position, we expect this processprocess will take at least a few months, withwith any resultingresulting displacementsdisplacements occurring only after consummation of thethe Proposed Transaction.

PNC notes it has a strong track record of redeployingredeploying individualsindividuals toto newnew positions.positions. In In fact, so far in 2020, PNC has redeployed toto otherother jobjob positionspositions within PNCPNC nearlynearly 530%53% ofof allall employees whose positions were eliminated inin a restructuring. In thosethose instances wherewhere PNCPNC isis ultimately unableunable to redeploy a BBVABBVA Employee or PNCPNC Employee and theirtheir employmentemployment ends,ends, PNC will communicate that decision as soon as possiblepossible to thethe affectedaffected employee. InIn addition,addition, PNC will provide a severanceseverance payment to the displaced employee,employee, and willwill offeroffer outplacementoutplacement services and reduced rate medical plan coverage through COBRACOBRA toto assistassist thethe employeeemployee inin theirtheir transition.

4. IntegrationIntegration Plannin!Planning andand ExperienceExperience

PNC and BBVA Bancshares leadership are dedicateddedicated ensuringensuring thatthat thethe integrationintegration ofof BBVA Bancshares and BBVA USAUSA intointo thethe PNC organization isis well-plannedwell-planned andand effectively managed and implemented. PNCPNC has established anan Integration WorkingWorking GroupGroup toto guideguide thethe acquisition and integration of BBVA BancsharesBancshares and BBVABBVA USA.USA. The IntegrationIntegration WorkingWorking Group includes 24 senior leaders from across PNCPNC who areare responsibleresponsible for leading thethe executionexecution of the integration across the firm’sfirm's businessbusiness lineslines and functionalfunctional areas.areas. AsAs aa whole,whole, thethe Integration Working Group is responsible for ensuring the cohesiveness ofof PNC'sPNC’s integration strategy, driving the overall firm-widefirm-wide timeline and makingmaking keykey enterprise-levelenterprise-level decisions regarding the integration. Leadership of the Integration WorkingWorking GroupGroup isis taskedtasked withwith keepingkeeping PNC'sPNC’s Executive Committee (PNC's(PNC’s mostmost senior levellevel managementmanagement committee)committee) informedinformed onon thethe progress of the integration, withwith a standing updateupdate included onon thethe agendaagenda forfor allall ExecutiveExecutive Committee meetings. In addition, leadershipleadership is also providing regularregular integrationintegration updatesupdates toto thethe PNC Board of Directors and its Risk Committee, as wellwell asas locallocal examination representativesrepresentatives from the Federal Reserve, OCC and the FederalFederal DepositDeposit Insurance Corporation (the "FDIC").“FDIC”).

The Integration Working Group is supported byby aa ProgramProgram ManagementManagement Office thatthat isis responsible for assisting firm-widefirm-wide and functional areaarea integrationintegration planning,planning, includingincluding

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development of detailed project plans and timelines and supportingsupporting communication ofof information and decisions about thethe integrationintegration acrossacross relevantrelevant stakeholders. TheThe ProgramProgram Management Office also serves to coordinate the multiplemultiple Project ManagementManagement OfficesOffices supporting the integration work of each businessbusiness lineline and functional area.

Both companies and banks have management andand personnelpersonnel withwith demonstrated successsuccess in integrating largelarge acquisitions, who willwill provide important resourcesresources forfor thethe integrationintegration planning, management and implementation. InIn 2008,2008, duringduring thethe peakpeak of the financial crisis, PNCPNC successfully integrated the acquisition of NationalNational City Bank,Bank, a troubledtroubled institution with 1,434 branches in nine states. InIn 2012,2012, PNCPNC also successfully integrated the acquisitionacquisition ofof RBCRBC Bank (USA), Royal Bank of Canada'sCanada’s U.S. retailretail bankbank subsidiary,subsidiary, whichwhich includedincluded 424424 branchesbranches in six states. BBVA successfully integrated the operations of Compass BancsharesBancshares and itsits subsidiary bank, Compass Bank, in 2007,2007, whichwhich together involvedinvolved 637637 branchesbranches inin sevenseven states, as well as several earlier-acquiredearlier-acquired banksbanks in Texas and California.California.

To assist in the integrationintegration planningplanning process,process, PNCPNC and PNCPNC BankBank havehave conductedconducted extensive due diligence on BBVA Bancshares and BBVABBVA USA.USA. PNCPNC managementmanagement ledled aa teamteam ofof more than 350 individuals who conducted a thoroughthorough reviewreview ofof BBVABBVA BancsharesBancshares andand BBVABBVA USA lines of business, functional areas (including(including humanhuman relations,relations, finance,finance, internal auditaudit andand legal),legal), and risk management programs andand risk exposures (including(including credit,credit, compliance, operational,operational, market, and legal risks).risks). This due diligence reviewreview includedincluded a comprehensivecomprehensive reviewreview of BBVA USA'sUSA’s loan portfolio,portfolio, including a detaileddetailed assessmentassessment of 850 commercialcommercial creditcredit files representing approximately $33 billionbillion of its commercialcommercial loan portfolio,portfolio, as wellwell asas aa thorough review of its deposit portfolio. A summary of thethe due diligencediligence conductedconducted byby PNCPNC isis provided in Confidential Exhibit D.D.

A copy of PNC'sPNC’s and PNC Bank'sBank’s integration planningplanning approach and high-levelhigh-level timelinetimeline is provided in Confidential Exhibit E.E. The integration timeline willwill bebe updatedupdated asas integrationintegration planning continues. Senior executive managementmanagement of PNC and BBVABBVA BancsharesBancshares will continuecontinue to take steps toto ensure that the integrations and systems conversionsconversions areare wellwell planned,planned, properlyproperly managed and effectivelyeffectively executed. As noted, PNC expectsexpects toto operate BBVABBVA USAUSA asas aa stand-stand- alone entity for a short periodperiod -– approximately three months -– afterafter thethe Holdco AcquisitionAcquisition andand before the Bank Merger to allow additionaladditional time for systems conversion. UponUpon thethe BankBank Merger, the majority of BBVA USA'sUSA’s information technologytechnology systems will convertconvert toto thosethose ofof PNC, taking advantage of PNC'sPNC’s significant investments inin upgradedupgraded technologytechnology inin recentrecent years.years.

5. Enterprise Risk Management

Both PNC and BBVA BancsharesBancshares currently havehave robust enterpriseenterprise riskrisk managementmanagement ("ERM")(“ERM”) frameworks, including coverage of liquidity, credit, market, operational,operational, strategic,strategic, reputational and compliance risks. At At PNC, Operational Risk includesincludes thethe followingfollowing riskrisk areas:areas: Operations, Compliance, Data, Model, Technology and Systems, InformationInformation Security,Security, BusinessBusiness Continuity and Third Party.

PNC and BBVA Bancshares havehave each prioritizedprioritized ERMERM and havehave implementedimplemented anan effective risk management culture in theirtheir respectiverespective organizations.organizations. RiskRisk culture isis thethe sharedshared values, attitudes, competencies and behaviors that shape andand influence governancegovernance practicespractices andand

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risk decisions at thethe organizations on a day-to-dayday-to-day basis.basis. AA strongstrong riskrisk cultureculture helpshelps PNCPNC andand BBVA Bancshares make well-informedwell-informed decisions, helps ensure individualsindividuals conformconform toto thethe established culture, reinforces accountability, discourages employees from takingtaking actionsactions forfor personal gain, and rewardsrewards individuals workingworking towardtoward a common goalgoal ratherrather thanthan individualindividual interests. Their risk cultures reinforce appropriateappropriate protocols for responsibleresponsible andand ethical behaviorbehavior within their respective organizations.

Both PNC and BBVA BancsharesBancshares employ ERM frameworks withwith comprehensive oversight bbyy the boards of directorsdirectors (or theirtheir boardboard committees) andand executive managementmanagement committee oversight. For example, PNC has numerous board-levelboard-level committees,committees, such asas itsits RiskRisk Committee, which oversees and approves the enterprise-wideenterprise-wide RiskRisk GovernanceGovernance andand Oversight Framework, includiincludingng related board-levelboard-level policies. The RiskRisk CommitteeCommittee hashas established aa Technology Subcommittee and a Compliance Subcommittee, which assistassist thethe RiskRisk CommitteeCommittee inin fulfilling its oversight responsibilities with respect to technologytechnology and compliance risks,risks, respectively.respectively. PNC management-levelmanagement-level committees for managingmanaging risksrisks areare organizedorganized intointo fourfour types:types: the Executive Committee,Committee, Corporate Committees, Working Committees andand Transactional Committees.

The ERM frameworks at PNC and BBVABBVA Bancshares include: anan integratedintegrated riskrisk appetite framework, board-approvedboard-approved risk appetite statements and risk tolerance metrics;metrics; comprehensive risk identification; regularly conductedconducted riskrisk assessments forfor eacheach riskrisk category;category; aa three-lines-of-defensethree-lines-of-defense model ((i.e.,i.e., lineline of business as thethe firstfirst line,line, anan independentindependent risk/compliance group as the second line, and independent internal auditaudit asas thethe thirdthird lineline ofof defense); internal controls, risk monitoringmonitoring and validations; andand riskrisk aggregation, escalationescalation andand reporting systems and processes.processes. Please Please see ExhibitExhibit 1010,, Exhibit 11 andand Confidential ExhibitExhibit FF for an overview of the ERM programsprograms of PNC and BBVA Bancshares,Bancshares, respectively.respectively.

In recent years, PNC has dedicated substantial resourcesresources to enhancingenhancing its riskrisk management programs, consistent with supervisory expectationsexpectations forfor largelarge bankingbanking organizations.organizations. Information about the enhancements PNC has implementedimplemented to itsits enterprise riskrisk managementmanagement program in recent years is providedprovided in Confidential Exhibit G.G.

PNC will applyapply its risk management frameworkframework toto BBVA BancsharesBancshares and BBVABBVA USAUSA on consummationconsummation of the Holdco Acquisition.Acquisition. During thethe InterimInterim Bank PeriodPeriod beforebefore thethe BankBank Merger, BBVA USA'sUSA’s existing riskrisk managementmanagement systems, processesprocesses and controlscontrols wouldwould largelylargely remain in place,place, with thethe output integratedintegrated into PNC'sPNC’s ERM Framework.Framework. ThisThis willwill provideprovide thethe senior management and the Board of Directors of PNC an enterprise-wideenterprise-wide viewview of thethe combinedcombined organization. For more information about PNC'sPNC’s risk management plansplans duringduring thethe InterimInterim Bank Period, please see Confidential Exhibit H.H.

6. Compliance RiskRisk Management

Both PNC and BBVA BancsharesBancshares have implemented robustrobust compliance riskrisk managementmanagement programs as part of their respective ERM framework. Their respectiverespective compliancecompliance riskrisk management programs are dedicated toto fulfillingfulfilling bothboth the letter andand spirit ofof allall regulatoryregulatory requirements and supervisory guidance. In additionaddition to thethe Consumer ComplianceCompliance andand BSA/AML/SanctionsBSA/AML/Sanctions Compliance programsprograms discussed below,below, PNC'sPNC’s andand BBVABBVA Bancshares'Bancshares’

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compliance risk management programs cover:cover: conduct inin securities markets, provisionprovision ofof investments services and prevention of market abuse;abuse; and otherother areas such as,as, butbut notnot limitedlimited to,to, privacy, affiliate transactions,transactions, loans toto insiders and anti-corruption.anti-corruption . TheyThey eacheach havehave established aa cultureculture that prioritizes compliance,compliance , starting at thethe Board of DirectorsDirectors and seniorsenior executiveexecutive leadership and extending toto all levels of thethe organization, whichwhich willwill continuecontinue after consummation of the Proposed Transaction. Compliance training isis anan importantimportant componentcomponent ofof the compliance programs at PNC and BBVA Bancshares. AsAs anan example,example, pleaseplease seesee ExhibitExhibit 12 for an overview of compliance trainingtraining at PNC.

PNC identifies and trackstracks compliance issues through enterprise-wideenterprise-wide riskrisk assessment,assessment, monitoring and testing activities. Compliance risk issues are escalatedescalated throughthrough a comprehensivecomprehensive risk reporting process at both an enterprise and business lineline levellevel andand includes reportingreporting toto management-levelmanagement-level and board-levelboard-level committees. Risk issuesissues also areare incorporated into thethe development and assessment of PNC'sPNC’s operational risk profileprofile and managementmanagement system. AA management committee, co-chairedco-chaired byby PNC'sPNC’s Chief Compliance Officer andand ChiefChief BSA/AMLBSA/AML Officer, is responsible for regular oversight of compliancecompliance andand fiduciary riskrisk managementmanagement programs across PNC, including for BSA/AML/Sanctions riskrisk management andand ConsumerConsumer Compliance risk management. EnterpriseEnterprise Compliance within thethe secondsecond line of defense (Independent Risk Management) isis responsibleresponsible for independentlyindependently overseeingoverseeing compliancecompliance riskrisk atat PNC, helps PNC understand and proactively address emergingemerging regulatoryregulatory topics and risk,risk, andand assistsassists PNC respond to changes in applicable laws and regulations,regulations, throughthrough thethe Regulatory Change Program (which is co-ledco-led withwith PNCPNC Legal).Legal).

Consumer ComplianceCompliance.. PNC'sPNC’s Compliance Management System providesprovides thethe foundation for PNC'sPNC’s enterprise-wideenterprise-wide Consumer ComplianceCompliance ProgramProgram and leveragesleverages bothboth PNC'sPNC’s ERM and OOperationalperational Risk Management ("ORM")(“ORM”) frameworks.frameworks. LeveragingLeveraging thesethese frameworks,frameworks, PNC seeks to identify, independently assess, monitormonitor and reportreport compliance riskrisk acrossacross thethe enterprise.enterprise. The Consumer ComplianCompliancece ProgramProgram has beenbeen developed to helphelp ensureensure compliancecompliance with thethe lawslaws and regulations that govern the rights of PNC'sPNC’s consumerconsumer customers,customers, includingincluding those designed to ensure thatthat customers are treatedtreated fairly, such as the EqualEqual Credit Opportunity Act (("ECOA"),“ECOA”), the Fair Housing Act,Act, and thethe Unfair,Unfair, Deceptive,Deceptive, or AbusiveAbusive ActsActs oror PracticesPractices ("UDAAP")(“UDAAP”) provisions of the Federal Trade CommissionCommission ActAct andand thethe Dodd-FrankDodd-Frank Act.Act. PNCPNC provides regular reports to its senior management andand BoardBoard of DirectorsDirectors thatthat include: (1)(1 ) anan assessment of its compliance risk management effectiveness, includingincluding updatesupdates regardingregarding anyany identified weaknesses in businessbusiness operations andand thethe stepssteps thatthat PNCPNC is taking toto mitigatemitigate associated compliance risk; (2)(2) emerging areas of compliancecompliance risk,risk, includingincluding relevantrelevant industry-industry- wide developments (such as enforcement actions); and (3)(3 ) updatesupdates on significantsignificant compliance-compliance- related initiatives (such as efforts toto implementimplement recentlyrecently adopted laws andand regulations).regulations).

The central pillars of PNC'sPNC’s Consumer ComplianceCompliance risk managementmanagement programprogram includeinclude compliance risk identification, compliance risk assessment, compliancecompliance monitoringmonitoring andand testing,testing, and compliance reporting to senior managementmanagement and thethe Board ofof Directors.Directors . PNC'sPNC’s ConsumerConsumer ComplianceCompliance Program employs the three-lines-of-defensethree-lines-of-defense modelmodel with:with: (1)(1) thethe lineslines ofof businessbusiness asas the first line of defense; (2) independent Enterprise ComplianceCompliance (within(within IndependentIndependent RiskRisk Management) as the second line of defense; and (3)(3) independentindependent Internal AuditAudit as thethe thirdthird lineline of defense.

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PNC has adopted compliance policiespolicies that provide additional, specific guidanceguidance toto PNC'sPNC’s first-line-of-defensefirst-line-of-defense teams regardingregarding the steps that PNC EmployeesEmployees are requiredrequired toto taketake toto satisfysatisfy PNC'sPNC’s most impactful consumer regulatory compliancecompliance obligations. WithWith thatthat goalgoal inin mind,mind, PNC has published policies that govern how PNCPNC meets its obligationsobligations under,under, amongamong otherother things, the fairfair lendinglending laws (i.e.,(i.e., ECOA and thethe FederalFederal HousingHousing Act),Act), UDAAPUDAAP standards,standards , thethe Servicemembers Civil Relief Act, the FloodFlood DisasterDisaster Protection Act,Act, andand the state and federalfederal laws designed to protect thethe privacy interests of PNC'sPNC’s customers.customers . PNC alsoalso providesprovides compliance specific training to relevantrelevant employees, including training onon significantsignificant consumerconsumer compliance risks.risks.

PNC supplements its preventative compliance riskrisk managementmanagement processesprocesses withwith risk-risk- based monitoring and testing designed to detect practicespractices thatthat maymay notnot bebe identifiedidentified andand mitigated effectively throughthrough its preventative risk management routines.routines. Enterprise ComplianceCompliance completes monitoring activities on a routine basis or through targeted reviews.reviews. MonitoringMonitoring activities may include, but are notnot limited to, controlcontrol performanceperformance monitoring, policypolicy oror procedureprocedure review, complaints reviewreview and analysis, andand targetedtargeted ComplianceCompliance RiskRisk reviews.reviews.

With regard to fair lendinglending requirements, in particular,particular, PNC'sPNC’s FairFair LendingLending MonitoringMonitoring Program is designed to identify for further investigation and possible remediationremediation instancesinstances where there may be statistically significant differences between thethe lendinglending outcomesoutcomes forfor customers who areare,, and who are not,not, members of aa protectedprotected class.class. The EnterpriseEnterprise Compliance Fair Banking Compliance Group ("Fair(“Fair Banking")Banking”) develops andand executes thethe FairFair LendingLending Monitoring Program on an enterpriseenterprise-wide-wide basis.basis. TheThe Fair LendingLending MonitoringMonitoring ProgramProgram isis informed by fair lending risk assessments, regulatory guidance,guidance, industryindustry bestbest practices,practices, examination experience and fair lending enforcement actionsactions across thethe industry.industry. Additionally,Additionally, thethe Fair Lending Monitoring ProgramProgram is planned annually,annually, workingworking closely with thethe LegalLegal Department and outside counsel,counsel, and approvedapproved byby thethe FairFair BankingBanking ComplianceCompliance Director.Director. TheThe fair lending monitoring process is designed toto be risk-based,risk-based, scalable and adaptable.adaptable. TheThe activities cover most PNC asset classes and thethe fullfull productproduct life cycle. AA variety ofof monitoringmonitoring techniques are used, including loan filefile and customer complaint reviews,reviews , asas wellwell asas datadata analytics,analytics, including linear and logistic regressionregression analyses,analyses, spatialspatial analyses,analyses, peerpeer datadata benchmarking and race, gender and ethnicity proxy estimation onon productsproducts forfor whichwhich monitoringmonitoring data are not available. For more information onon thethe ConsumerConsumer Compliance ProgramsPrograms (including Fair Lending Programs) at PNC and BBVA Bancshares, pleaseplease see ExhibitsExhibits 13 andand 1414..

PNC antanticipatesicipates applying its existing Consumer ComplianceCompliance ProgramProgram toto thethe combinedcombined bank following the Bank Merger.Merger. From a staffing perspective,perspective, PNCPNC anticipatesanticipates thatthat therethere wouldwould be enhancemeenhancementsnts to existing staffing inin order to reflectreflect thethe increased scopescope of PNCPNC Bank'sBank’s consumerconsumer businesses.businesses. For example,example, PNC BankBank anticipates that the number ofof itsits consumerconsumer products provided to customers in Spanish willwill increase,increase, resulting in PNCPNC BankBank enhancing itsits existing compliance teams by adding bilingual compliance officersofficers whowho cancan assistassist inin providingproviding oversight for those activities.

7. Management of COVID-19COVID-19 ImpactsImpacts

PNC Bank and BBVA USA havehave each actively workedworked toto meetmeet thethe uniqueunique needsneeds ofof customers, communities and employees affectedaffected by the COVID-19COVID-19 pandemic.pandemic. To safeguardsafeguard

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customers and employees, theythey implemented work-from-homework-from-home strategies forfor employeesemployees whosewhose jobsjobs could be performed remotely. For employees who need toto bebe on-site,on-site, theythey institutedinstituted aa variety of safeguards, including temporary adjustments to retailretail branchbranch access,access, operatingoperating branches primarily in drive-up-onlydrive-up-only mode forfor a periodperiod of time,time, and socialsocial distancingdistancing policies.policies. PNC also instituted two-week,two-week, split-teamsplit-team rotations forfor frontlinefrontline andand operations employees, whowho receive paid time off for the two-weektwo-week periodsperiods when theythey were notnot on-site,on-site, andand whowho areare alsoalso eligible for up to two weeks of paidpaid time-offtime-off for child or elder care.care.

In addition, PNC and BBVA USAUSA helpedhelped thousandsthousands of small businessbusiness customerscustomers andand nonprofit organizations apply for and obtain reliefrelief loans throughthrough thethe federalfederal PaycheckPaycheck ProtectionProtection Program (the "PPP").“PPP”). PNC Bank and BBVA USAUSA fundedfunded approximately $13.0$13.0 billionbillion andand $3.3 billion in PPP loans, respectively. At PNC, thousandsthousands of PNCPNC personnelpersonnel volunteeredvolunteered toto taketake on new assignments to review, document, close and fund PPPPPP loans. PNCPNC worked diligentlydiligently toto traintrain these teams and adjustadjust its PPP processes as thethe Small BusinessBusiness AdministrationAdministration (the(the "SBA")“SBA”) issuedissued new rules and Frequently AskedAsked Questions ("FAQs")(“FAQs”) governinggoverning thethe program,program, andand utilized andand refined technology solutions to automate processes wherever feasible,feasible, therebythereby facilitatingfacilitating thethe review,review, registration and funding of loans. In all, more thanthan 4,000 PNCPNC employees havehave beenbeen involvedinvolved inin processing PPP applications and loans, withwith manymany working throughthrough thethe nightnight toto deliverdeliver fundingfunding forfor small business customers.

In addition, the vast majoritymajority of PPP loans that PNCPNC hashas registeredregistered and fundedfunded areare forfor smallsmall dollar amounts, which demonstrates that thethe bank'sbank’s efforts predominatelypredominately aided small businessesbusinesses ofof 3 3 modest means and resources. Specifically, of PNC'sPNC’s registeredregistered and fundedfunded loans,loans,33 approximatelyapproximately 73% were for amounts of less than $100,000, with three-quartersthree-quarters of suchsuch loansloans for amounts of lessless than $50,000. Less than 0.35% of thethe bank'sbank’s registeredregistered andand funded loans werewere inin amountsamounts aboveabove $5 millionmillion,, even though Congress authorized PPP loansloans in amountsamounts ofof up toto $10$10 million.million. This This distribution is also reflected in the breakdownbreakdown of PNC'sPNC’s PPP loans acrossacross its businessbusiness lines.lines. Approximately 86% of PNC'sPNC’s registered and fundedfunded PPPPPP loansloans areare from customers ofof PNC'sPNC’s Business Banking unit, whichwhich isis thethe unitunit within PNC'sPNC’s RetailRetail BankBank thatthat servicesservices businessbusiness customerscustomers with less than $5 million in annual revenues.

PNC also took special care to helphelp ensure thatthat applications from smallsmall businessesbusinesses locatedlocated inin LMI communities anandd nonprofitsnonprofits were notnot left behind.behind. ItIt did so in recognitionrecognition of thethe factfact thatthat smallsmall businesses operating in LMI communities face special challenges andand non-profitsnon-profits oftenoften supportsupport vulnerable communities. PNC funded more than 15,400 PPPPPP loans, aggregating moremore thanthan $3.3 billion,billion, from smallsmall businesses located in LMILMI censuscensus tracts, and moremore thanthan 4,5004,500 PPPPPP loans,loans, totaling approximately $1.2 billion,billion, from nonprofitnonprofit organizations. Moreover, datadata indicatesindicates thatthat loans to small businesses in LMI communities, onon average, movedmoved fromfrom application toto fundingfunding atat PNCfasterPNC faster than than loans from non-LMInon-LMI communities.

PNC and PNCPNC Bank.Bank. As As noted, PNC has a well-establishedwell-established ERMERM FrameworkFramework andand hashas established a comprehensive riskrisk taxonomytaxonomy thatthat classifies all risksrisks intointo eight categories.categories. TheThe ERM Framework allowallowss executive management and thethe BoardBoard of DirectorsDirectors toto havehave anan aggregateaggregate view of the significant risks impacting thethe organization. PNCPNC hashas applied thethe core componentscomponents of its ERM Framework to identify, assess,assess, monitor and reportreport on risk impactsimpacts duedue toto thethe COVID-COVID- 19 pandemic and ensure that appropriateappropriate mitigation and managementmanagement actionsactions werewere

33 All PNC PPP data is as of July 31, 2020, unless otherwise noted. 33 All PNC PPP data is as of July 31, 2020, unless otherwise noted.

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deployed. From a reporting standpoint, thesethese risks have beenbeen aggregatedaggregated andand reportedreported inin PNC'sPNC’s Enterprise Risk Report and respectiverespective reports for thethe followingfollowing categories inin PNC'sPNC’s riskrisk taxonomy: credit risk, market risk, liquidity risk and operationaloperational risk.risk.

In addition, PNC has robust business continuity processes thatthat areare designed toto assistassist thethe bank continue to serve customers in thethe event of various contingencies. InIn MarchMarch 2020,2020, asas thethe pandemic began to have widespread impact on the economy, PNCPNC beganbegan leveragingleveraging thesethese businessbusiness continuity processes, which included dailydaily monitoringmonitoring of impactful events andand daily internal communication meetings,meetings, to help coordinate and manage PNC'sPNC’s response.response. InIn additionaddition toto reporting to PNC'sPNC’s senior management and BoardBoard of Directors, PNCPNC has providedprovided regularregular updates to the Federal Reserve and thethe OCCOCC regarding the evolving nature of thethe pandemic,pandemic, thethe associated effects on financial markets andand PNC operations, andand PNC'sPNC’s actions toto assistassist customers and mitigate pandemic-relatedpandemic-related risks.

The spread of COVID-19COVID-19 has resulted in significant economiceconomic fallout inin thethe nationnation andand abroad,abroad, which has severely hampered notnot only trade andand supply chains, butbut alsoalso domesticdomestic consumption demand. PNC hashas workedworked diligently toto assist its affectedaffected customers by,by, forfor example, waiving fees and providing loan deferralsdeferrals or modificationsmodifications toto assist customerscustomers facing financial difficulties. For example, PNCPNC waived millionsmillions of dollarsdollars of deposit-deposit- andand lending-lending- related fees for consumers facing hardships and donated more thanthan $21$21 millionmillion toto pandemicpandemic relief efforts in its local communities. In addition, PNC hashas assisted nearly 200,000200,000 consumerconsumer accounts receivereceive some form of hardshiphardship relief sincesince the beginningbeginning ofof 2020.342020.34

PNC also has worked closely with commercial borrowersborrowers experiencing financialfinancial difficulties as a result of the pandemic,pandemic , including borrowersborrowers in thethe mostmost affectedaffected sectors suchsuch asas Leisure, Retail,Retail, Healthcare FacilitiesFacilities and Consumer Services.Services. PNCPNC set upup LoanLoan ModificationModification Forums for commercial borrowers toto individually assess deferral andand modificationsmodifications requestsrequests associated with COVID-19COVID-19 and resulting challenges faced byby the borrowersborrowers inin servicing existing loans. These forums comprised first line of defense, secondsecond line ofof defensedefense andand work-outwork-out teamsteams to ensure consistent assessmentsassessments and decisionsdecisions on any relief,relief, riskrisk ratingsratings andand riskrisk mitigationmitigation activities.activities. As of June 30, 2020, PNC had granted principalprincipal oror interestinterest deferralsdeferrals toto moremore thanthan 15,700 commercial loan accountsaccounts.. However,However, toto date delinquencies remain lowlow asas borrowerborrower payment activity has remained relatively stable.stable. AsAs of late third quarter 2020, more thanthan 75%75% ofof commercial principalprincipal and interest deferrals have maturedmatured andand returnedreturned toto contractualcontractual status.status. And, while PNC continues to stand ready to workwork withwith affected borrowers,borrowers, onlyonly 2%2% ofof commercial borrowers that initially received principalprincipal or interest deferralsdeferrals havehave requestedrequested anan extension of such forbearance arrangements.arrangements.

PNC Internal AuditAudit proactively assessed the risksrisks thatthat thethe COVID-19COVID-19 pandemicpandemic posedposed toto PNC'sPNC’s internal controls and operations and, as a result,result, adjustedadjusted itsits audit plan.plan. TheThe auditaudit activities were expanded to include targetedtargeted testing and enhanced continuous monitoringmonitoring forfor expanded oversight of: (1) CARES ActAct and considerations for all new governmentgovernment programs;programs; (2) governance and oversight strstructuresuctures around pandemicpandemic impacts;impacts; (3) customer treatmentstreatments andand business processprocess and control adjustments; (4) technology andand businessbusiness continuitycontinuity program,program,

34 More than 80% of these accounts have since exited the hardship assistance program and more than 90% of such 34 More than 80% of these accounts have since exited the hardship assistance program and more than 90% of such exited account have returned to performing status. exited account have returned to performing status.

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including information security monitoring; (5) PNC'sPNC’s compliance regulationregulation reformreform program;program; (6) credit anandd capital management;management ; (7) managementmanagement of external crisis-relatedcrisis-related risksrisks (e.g.,(e.g. , financialfinancial crime and False Claims Act risks);risks); and (8) human resources program adjustments. InternalInternal Audit also added a "top“top down”down" area of focusfocus relatedrelated toto pandemicpandemic impactsimpacts andand selectedselected a dedicated COVID-19COVID-19 Audit DirectorDirector toto monitor and testtest related pandemicpandemic impacts.impacts . The The auditaudit conclusions and results are reported to thethe Audit Committee ofof PNC'sPNC’s BoardBoard ofof DirectorsDirectors andand senior management.

As the COVID-19COVID-19 pandemic continues,continues, with casescases increasing in manymany partsparts ofof thethe country,country, PNC will continue toto actively monitormonitor and manage itsits commercial andand consumerconsumer creditcredit portfolios. PNC has established updatedupdated ratingrating guidance for the commercial portfolios,portfolios, institutedinstituted loan modification forums toto ensureensure consistency in riskrisk identificationidentification forfor deferralsdeferrals andand modification requestrequestss from borrowers across bothboth commercialcommercial and consumerconsumer portfolios,portfolios, andand established an additional portfolioportfolio level stress analysisanalysis toto ensure thethe adequacyadequacy ofof itsits AllowanceAllowance for CreditCredit Losses.Losses. PNC believesbelieves thatthat it is well positioned should thethe pandemic'spandemic’s impactimpact on consumer or commercial borrowers worsen in the coming months, withwith an AllowanceAllowance forfor CreditCredit Losses of more than $6$6.4.4 billion (or 2.58%2.58% of totaltotal loans) asas ofof September 30, 2020.2020.

PNC and PNC Bank have also worked hardhard to protectprotect thethe healthhealth and safety of its employees during this extraordinary period.period. ForFor example, PNC'sPNC’s RealtyRealty Services groupgroup workedworked with cleaning services and landlords to ensure thatthat the CenterCenter forfor DiseaseDisease ControlControl guidelinesguidelines were followed and potentially exposed areas properlyproperly cleanedcleaned andand disinfected,disinfected, andand also managedmanaged any unexpected building closures. RealtyRealty Services also acquired andand delivered personalpersonal protective equipment to essential andand branchbranch employees and installedinstalled plexiglassplexiglass throughoutthroughout thethe branches to allow for in-personin-person appointments and aa safe work environment. InIn addition,addition, PNCPNC put in place a contact tracingtracing procedureprocedure andand communication protocolprotocol whilewhile workingworking withwith impacted areas to backfill employee resourcesresources whenwhen necessary.necessary. CorporateCorporate CommunicationsCommunications posted timely and relevant updates to employees and speaking pointspoints for customers. VariousVarious other protocols were implemented to provide appropriate guidanceguidance and protectionsprotections forfor employeesemployees and customers.

As the COVID-19COVID-19 pandemic and the ramifications onon itsits operational riskrisk extended beyond the immediate physicalphysical and operational impacts, PNCPNC created aa firm-widefirm-wide COVID-19COVID-19 Risk Inventory. PNC developed thethe COVID-19COVID-19 RiskRisk InventoryInventory in AprilApril 20202020 as a meansmeans toto identify the top risks associated with the pandemic,pandemic, document governance oversight, describedescribe key open concerns, monitor controls relied uponupon andand keykey metrics, and document anyany policypolicy compliance implications or associated issues. ConsistentConsistent withwith FederalFederal Reserve expectations, thisthis COVID-19COVID-19 Risk Inventory was utilized byby PNCPNC in conducting itsits capital stress teststests throughthrough thethe remainder of 2020.

As the COVID-19COVID-19 pandemic environment continues,continues, PNCPNC will continue toto utilizeutilize thethe PNC COVIDCOVID-19-19 Risk Inventory and thethe associated riskrisk and control assessments asas itsits frameworkframework to evaluate performance and successfulsuccessful risk mitigation. TheThe inventoryinventory isis monitored byby thethe Operational Risk Committee and incorporated into Enterprise RiskRisk Reporting,Reporting, providingproviding anan escalation path to the Executive Committee and BoardBoard RiskRisk Committee forfor anyany materialmaterial unmitigated risks.

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For more information on how PNC hashas effectively managed risksrisks relatedrelated toto thethe COVID-19COVID-19 pandemic, pleaseplease see Confidential Exhibit I.I. Please alsoalso see thethe Commitment toto thethe CRA -– PNCPNC Bank CRA PerformancePerformance Record section below forfor moremore informationinformation about thethe COVID-19COVID-19 pandemic activities of PNC.

BBBBVA VA Bancshares and BBBBVA VA USA. BBVABBVA USAUSA enhanced itsits governance processprocess toto allow for a streamlined approval processprocess that would expediteexpedite implementationimplementation ofof relief-basedrelief-based initiatives without sacrificing oversight from keykey stakeholders, includingincluding Legal,Legal, Compliance, Risk, Fair Lending, and Lines of Business.Business. Approvals areare obtained viavia e-votee-vote andand areare documented in the monthlymonthly Risk Committee materials. TheThe Risk Control AssuranceAssurance functionfunction placed a high focus on the control environment relatedrelated toto COVID-COVID- 19 and associatedassociated reliefrelief effortsefforts to prevent or quickly remedy potential issuesissues inin thethe fast-changingfast-changing pandemicpandemic environment.environment. TheThe team established process change tracking toto determine thethe impactimpact toto inherentinherent riskrisk byby processprocess changes, and residual risk by control modifications.

BBVA USA has offered loan paymentpayment deferments to numerous customerscustomers impactedimpacted byby the pandemic. Approximately 15% of mortgage portfolioportfolio customers (5,900(5,900 accountsaccounts withwith a balance of $2.1 billion)billion) were granted aa deferral with only 7% of total deferralsdeferrals activeactive asas ofof mid-mid- November 20202020.. To date, only 18% of borrowersborrowers havehave requested a secondsecond deferral. ForFor CRACRA loans, therethere was not a material deviation from deferrals grantedgranted comparedcompared toto thethe overall portfolio. CRA deferrals represented 25% of the accounts and 10% ofof balances,balances, whichwhich aligned closely with the total portfolio (21% of accounts andand 8% of balances).balances).

BBVA USA hashas contracted withwith a third partyparty toto deploy its end-to-endend-to-end forgivenessforgiveness managed service solution for PPP loan forgiveness processing.processing. ThisThis solution isis designeddesigned byby thethe third party to facilitate rapid scaling forfor highhigh volumesvolumes of forgiveness requests,requests, capturingcapturing relevantrelevant information from digitized documents forfor forgiveness calculations via aa borrowerborrower portal.portal. TheThe built-inbuilt-in calculators implement forgiveness determinations and includeinclude anan interfaceinterface withwith thethe SBA E-TranE-Tran system for information transmission.

To date, BBVABBVA USAUSA has opened thethe borrower portalportal forfor forgivenessforgiveness processingprocessing toto overover 200 clients who applied for PPPPPP loans originally and expanded that onboarding processprocess toto another 500 clients. A phased ramp-upramp-up will include thethe majority ofof BBVABBVA USA'sUSA’s PPPPPP borrowers by year-endyear-end 2020.

Please see the Commitment to the CRA -– BBBBVA VA USA CRA PerformancePerformance Record Record sectionsection below for more information about thethe COVID-19COVID-19 pandemicpandemic activities ofof BBVABBVA USA.USA.

8. LIBOR Transition Plannin!Planning

LIBOR is derived from the rates at whichwhich LIBOR panelpanel banksbanks borrowborrow from otherother globalglobal banks. Panel banksbanks submit raterate information to an administrator that usesuses thisthis informationinformation toto calculate LIBOR.

LIBOR is the subject of recent national and internationalinternational regulatory guidanceguidance andand proposals for reform. The United Kingdom FinancialFinancial ConductConduct Authority,Authority, whichwhich regulatesregulates thethe

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process for setting LIBOR, announced in JulyJuly 20172017 thatthat it intendsintends to nono longerlonger persuadepersuade oror compel panel banks to submit ratesrates to thethe administrator afterafter 2021.2021. Accordingly,Accordingly, PNCPNC and otherother financial market participants werewere preparingpreparing for the likelihood ofof LIBORLIBOR cessationcessation atat year-endyear-end 2021. On NovemberNovember 30, 2020, thethe U.S. and U.K.U.K. regulatorsregulators andand LIBOR'sLIBOR’s administrator,administrator, ICEICE Benchmark Administration ("IBA"),(“IBA”), made a series ofof announcementsannouncements regardingregarding thethe end ofof U.S.U.S. Dollar (“("USD")USD”) LIBOR. TheThe IBA announced its intentionintention to ceasecease thethe publicationpublication ofof one-weekone-week and two-monthtwo-month tenors of USD LIBOR afterafter DecemberDecember 31, 2021, while allall remainingremaining tenorstenors of USD LIBOR would continue toto be published untiluntil June 30, 2023.2023. TheThe FederalFederal ReserveReserve issuedissued aa statement of support for the IBA announcement. In parallel,parallel, thethe FederalFederal Reserve,Reserve , thethe OCC andand the FDIC issued guidance encouraging banksbanks to transitiontransition away from USDUSD LIBORLIBOR asas soonsoon asas practicable. The statement also suggestedsuggested that banks should notnot enter into newnew transactionstransactions referencing USD LIBOR after December 31, 2021.

AsAs a result, therethere are ongoing effortsefforts to establish oneone or moremore alternativealternative referencereference ratesrates to replace LIBOR upon its cessation. AtAt present,present, thethe SecuredSecured OvernightOvernight FinancingFinancing RateRate ("SOFR")(“SOFR”) is the primary raterate plannedplanned toto bebe used to replacereplace USDUSD LIBORLIBOR forfor mostmost types ofof transactions, including derivatives.derivatives. The International Swaps and DerivativesDerivatives Association,Association, Inc.Inc. ("ISDA")(“ISDA”) launched the IBOR Fallbacks Supplement and IBORIBOR Fallbacks ProtocolProtocol onon October 23, 2020. This supplement amends ISDA'sISDA’s standard definitions forfor interestinterest raterate derivatives to incorporate robust fallbacks for derivatives linked to certaincertain IBORs, withwith thethe changes coming into effect on JanuaryJanuary 25, 2021. From From thatthat datedate forward,forward, allall newnew clearedcleared andand non-clearednon-cleared derivatives that referencereference the definitions willwill include thethe fallbacks (e.g.,(e.g. , SOFR compounded in arrears with a spread adjustmentadjustment basedbased uponupon thethe five-yearfive-year medianmedian betweenbetween LIBOR and SOFRSOFR).). This announcement providesprovides thethe appropriate directiondirection forfor derivatives,derivatives, which account for approximately 60% of PNC'sPNC’s notionalnotional LIBOR exposure afterafter thethe secondsecond quarter of 2023. In addition, thethe FederalFederal National MortgageMortgage AssociationAssociation ("Fannie(“Fannie Mae")Mae”) andand FederalFederal HomeHome LLoanoan MortgageMortgage CorporationCorporation ("Freddie(“Freddie Mac")Mac”) defineddefined productproduct specificsspecifics inin April 2020 for theirtheir adjustableadjustable-rate-rate mortgage ("ARM")(“ARM”) productsproducts indexed toto thethe 30-day30-day AverageAverage SOFR and will stop accepting ARMs indexed toto USDUSD LIBOR byby thethe endend of 2020.2020 . Fannie Fannie MaeMae and Freddie Mac are currently working on guidance regardingregarding thethe transitiontransition of existing conforming mortgages, though this is only 3% of PNC'sPNC’s notionalnotional USDUSD LIBORLIBOR exposure afterafter the second quarter of 2023.

PNC and PNCPNC Bank.Bank. PNC holds instruments andand servicesservices itsits instrumentsinstruments andand instruments owned by others thatthat maymay be impactedimpacted byby thethe likelylikely discontinuance ofof LIBOR,LIBOR, including loans, investments, hedginghedging products,products, floating-ratefloating-rate obligations, andand otherother financialfinancial instruments that use LIBOR as a referencereference rate.rate. TheThe transition fromfrom LIBORLIBOR as an interestinterest raterate benchmark will subject PNC,PNC, like other financial participants, toto financial, legal,legal, operational,operational, andand reputational risks. In order toto address LIBOR cessation and thethe associated risks,risks, PNCPNC hashas established a cross-functionalcross-functional governance structure toto oversee thethe overalloverall strategystrategy for thethe transition from LIBOR and mitigate risksrisks associated withwith thethe transition.transition. AnAn initialinitial LIBORLIBOR impact and risk assessment waswas performed inin late 2018, which identifiedidentified thethe associatedassociated risksrisks across products, systems, models, and processes.processes. PNCPNC alsoalso establishedestablished an enterprise-levelenterprise-level program in 2019,2019, which is actively monitoring PNC'sPNC’s overall firm-widefirm-wide exposureexposure to LIBORLIBOR andand using these results to plan transitional strategies and track progressprogress versusversus thesethese goals.goals. ProgramProgram workstreams were formedformed by LineLine of BusinessBusiness toto ensure accountability and alignmentalignment withwith thethe

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appropriate operational, technology, and customer-facingcustomer-facing stakeholdersstakeholders,, while establishing a centralized Program MManagementanagement Office to ensure consistency in execution and communication.communication. Project plans and established milestomilestonesnes were developed in late 2019 and have continued to evolve and be refined in line with industry developments and internal decisions and progress. PNC is also involved in industry discussions, preparing milestones for readiness and assessing progress against those milestones, along wiwithth developing and delivering on internal and external LIBOR cessation communication plans.

Key efforts in 2020 includedincluded::

* EnhancingEnhancing fallback language in new contracts and reviewing existing legal contracts/agreements to assess fallback language impacts impacts;;

* Making preparations for internal operational readiness;

* Making necessary enhancements to PNC'sPNC’s infrastructure, including systems, models, valuation tools and processes;

* Developing and delivering on internal and external LIBOR cessation communication plans;plans;

* Engaging with PNC clients, industry working groups and regulators; and

* Monitoring developments associated with LIBOR alternatives and industry practices related to LIBOR-indexedLIBOR-indexed instruments.

PNC also has been an active participant in efforts with the Federal Reserve and other regulatory agencies to explore the potentialpotential need for a creditcredit-sensitive-sensitive rate or addadd-on-on to SOFR for use in commercial loans.35 Those efforts led to the formation of the Credit Sensitive Group, which has held a series of workshopsworkshops to assess how a credit-sensitivecredit-sensitive rate or addadd-on-on to SOFR might be constructed and discuss associated implementation issues.336 6

In addition, in the third quarter of 20202020,, PNC began offering conforming ARMs using SOFR instead of USD LIBOR in line with Fannie Mae and Freddie Mac requirements. Plans are in place to begin offering Private Student Loans and Portfolio lloansoans using nonnon-LIBOR-LIBOR rates in the second quarter of 2021. PNC has provided regular updates to Federal Reserve, OCC and FDIC examination stastaffff regarding its LIBOR cessation and transition plans.

BBVA Bancshares and BBBBVA VA USAUSA. . BBVA USA formally established a LIBOR transition program (the “"LIBORLIBOR ProjectProject")”) in 2019. Shortly thereafter, an impact asseassessmentssment was performed by a third-partythird-party consult consultantant and project plans were developed around impacted areas. The LIBOR Project is overseen by a steering committee, also created in 2019 (the "BBVA“BBVA LIBOR SteeringSteering CommitteeCommittee"),”), which works to ensure that all relevant steps and risks are

"35 The rates submitted by panel banks on which USD LIBOR is based reflect the credit risk associated with the submitting banks and, accordingly, having a similarlysimilarly credit-sensitivecredit-sensitive rate for use in the commercial lending markets would facilitate the transition away from USD LIBOR and reduce associated risks. 36 https://www.newyorkfed.org/newsevents/events/markets/2020/0225-2020.https://www.newyorkfed.org/newsevents/events/markets/2020/0225-2020.

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adequately addressed in the transition.transition. The BBVABBVA LIBOR Steering Committee meetsmeets monthly,monthly, is chaired by BBVA USA'sUSA’s Chief Financial Officer, and consists of,of, amongamong other members,members, thethe General Counsel and other executive management members whose lineline of businessbusiness oror processesprocesses are impacted by the LIBOR transition.transition.

BBVA USA'sUSA’s primary products impacted includeinclude derivatives, commercialcommercial andand commercialcommercial real estate loans and ARMs.ARMs. At At the functional level,level, thethe LIBORLIBOR ProjectProject isis ledled byby aa core team from BBVA USA'sUSA’s Legal, Finance, Engineering,Engineering, and Corporate andand InvestmentInvestment Banking (“("CIB")CIB”) divisions. The objectives of this teamteam include followingfollowing bestbest practicespractices forfor implementation as outlined byby the AlternativeAlternative ReferenceReference Rates Committee ("ARRC").(“ARRC”). This team also oversees various working groups across thethe organization that contributecontribute toto thethe LIBORLIBOR Project.

Primary focus areas of thethe LIBOR Project include thethe developmentdevelopment ofof newnew alternativealternative reference rate products,products, the incorporation of robustrobust fallback languagelanguage in new andand amendedamended loans, and the remediation strategy forfor thethe legacy portfolios.portfolios. InIn addition, modelsmodels werewere inventoriedinventoried andand assessed, funds transfer pricing processes reviewed, pertinentpertinent information publishedpublished onon thethe BBVA USA website, and processesprocesses putput in place toto review newnew SOFR productsproducts withinwithin BBVABBVA USA'sUSA’s Risk Management structures. With regard to derivatives,derivatives, BBVA USAUSA hashas developeddeveloped thethe capability to enter into SOFRSOFR-based-based derivatives and adhered to thethe ISDAISDA protocol.protocol. InIn addition,addition, BBVA USA successfully participated in the derivatives clearinghouses'clearinghouses’ "Big“Big Bang"Bang” SOFRSOFR conversion in October 2020. With respect to commercial banking,banking, BBVABBVA USAUSA hashas implemented hardwire fallback language forfor newnew and amended loans,loans, bothboth bilateralbilateral andand syndicated. In connection with retailretail banking, BBVA USAUSA hashas stoppedstopped makingmaking LIBORLIBOR ARMsARMs and has started originating SOFR-basedSOFR-based ARMs.ARMs. The foregoingforegoing changes withinwithin thethe CIB,CIB, Commercial and Retail divisions substantially adhere toto ARRCARRC recommendationsrecommendations andand bestbest practices timelines.

Plans are underway to develop SOFR commercialcommercial loanloan productsproducts inin thethe firstfirst quarterquarter ofof 2021.2021. BBVA USA has not made any changes to itsits overall LIBOR Project processprocess onon accountaccount ofof the Proposed Transaction or the more recentrecent announcement byby LIBOR'sLIBOR’s administratoradministrator of itsits planplan to continue publishing thethe most widely used tenorstenors of USDUSD LIBOR throughthrough JuneJune 30,30, 2023.2023. BBVA USA is also completingcompleting a process with a third-partythird-party consultantconsultant toto capturecapture fallbackfallback information in legacy loans on its main commercial loan system. This willwill feedfeed BBVABBVA USA'sUSA’s LIBOR remediationremediation strategystrategy.. In sum, the LIBORLIBOR ProjectProject remainsremains intactintact and preparingpreparing forfor thethe transition continues toto be a key priority,priority, and BBVA USAUSA does notnot expect thethe ProposedProposed Transaction will result in delays to its overall transition timeline.

9. Management of Environmental,Environmental, Social ResponsibilityResponsibility andand Governance Issues

PNC and PNCPNC Bank.Bank. PNC'sPNC’s Environmental, Social andand GovernanceGovernance ("ESG")(“ESG”) practicepractice helps it to navigate the rapidly changing landscape across the financial industry whilewhile buildingbuilding on PNC'sPNC’s legacy of creatcreatinging positive impactsimpacts across its markets. Managing climateclimate risk,risk, enabling sustainable finance, lending responsibly and supporting qualityquality early childhood education -– among other matters -– are critical piecespieces of thethe bank'sbank’s commitmentscommitments toto itsits employees, cust customers,omers, shareholders and communities.

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This commitment begins at the very top ofof thethe organization, withwith PNC'sPNC’s BoardBoard ofof Directors having formal documented oversight of PNC'sPNC’s corporate socialsocial responsibilityresponsibility strategystrategy and matters related to environmental, social and governance concerns. TheThe Board'sBoard’s oversightoversight includes oversight of significant climate change issues.

PNC strives to return value to its shareholders in waysways thatthat inspireinspire confidence in thethe company'scompany’s governance, business strategy and day-to-dayday-to-day operations,operations, andand acknowledges thatthat environmentalenvironmental realities, including climate change, are impacting its business,business, clientsclients andand thethe communities in which it operates. PNC'sPNC’s approach toto businessbusiness balancesbalances sound riskrisk managementmanagement practices with innovative approaches toto financing thethe transition toto a low-carbonlow-carbon economyeconomy inin ways that benefitbenefit its varied stakeholders.

PNC supports the transition to a low-carbonlow-carbon economy by:by:

* Responsibly managing its own internal operations;

* Helping clients invest responsibly and inin accordance with theirtheir values;values;

* Supporting the sustainablesustainable financing needs ofof clients;clients; andand

* Establishing a risk-managementrisk-management culture focused on mitigating climateclimate riskrisk andand maximizing transition opportunities.

Responsibly managing internal operations.operations. Better building designdesign supportssupports greatergreater productivity whilewhile also reducing greenhouse gasgas emissions,emissions, water use,use, andand waste.waste. PNCPNC hashas designed workplaces to feature abundant natural light,light, energy efficientefficient andand healthyhealthy HVACHVAC systems, and careful conservation of resources. PNC was an early adopter of LEEDLEED certificationcertification forfor bothboth its branchbranch and officeoffice environments, and is committed to LEED-certifyingLEED-certifying all new branchbranch construction. PNCPNC alsoalso hashas set a goal to purchasepurchase 100%100% of its electricity from renewable sourcessources byby 2025,2025, whichwhich isis inin addition to its goals to reduce bothboth its greenhouse gasgas emissionsemissions and energy useuse byby 75%,75%, andand itsits water use by 50%, byby 2035. To date, PNC hashas reducedreduced its greenhouse gas emissions byby 56%,56%, energy use by 42%, and water useuse byby 33%.

Sustainable Finance.Finance. PNC'sPNC’s ESG teamteam worksworks with PNC'sPNC’s businessbusiness lineslines inin anan advisoryadvisory capacity, helping PNC clients achieve theirtheir financialfinancial goals in convenient,convenient, secure, andand sustainablesustainable ways. Recently, PNC strengthened its commitment toto sustainable finance byby enhancingenhancing itsits Responsible Investing strategy and establishingestablishing a Renewable Energy FinancingFinancing Group,Group, focusedfocused on financing solar and wind projects. In 2019, PNC waswas onlyonly thethe thirdthird U.S.U.S. bankbank toto issueissue aa greengreen bond, raising $650 million toto support initiatives alignedaligned withwith the transitiontransition toto aa low-carbonlow-carbon economy. Subsequently, PNC established a Sustainable FinanceFinance practicepractice withinwithin itsits DebtDebt CapitalCapital Markets team that is focused on advising clients on issuing theirtheir ownown sustainability-focusedsustainability-focused debt.debt. PNC'sPNC’s commitment to enabling its clients'clients’ sustainable operationsoperations takestakes thethe formform ofof providingproviding financing and underwritingunderwriting debt with an environmentally sustainable useuse ofof proceeds.proceeds. AreasAreas ofof focus include:

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* Renewable energy;

* Energy efficiency;

* Green building;

* Brownfield remediation;

* Sustainable transportation;

* Waste management aandnd pollution control;control;

* WaterWater quality and conservation; and

* Air quality.

PNC has invested more than $28 billion inin sustainable financefinance initiativesinitiatives since 20162016 andand has $2.6 billion in responsible investing assets underunder management.

Environmental and socialsocial risk management.management. ResponsibleResponsible stewardshipstewardship is critical toto delivering longlong-term-term value. Through aa framework thatthat includes portfolioportfolio analysis,analysis, stressstress testing,testing, and policies and procedures, PNC shapes high-performinghigh-performing underwritingunderwriting andand portfolioportfolio management practices.practices. This approach is regularlyregularly reviewed byby senior managementmanagement andand overseenoverseen by PNC'sPNC’s Board of Directors.

PNC assesses for environmental and social risksrisks inin its businesses at multiplemultiple stagesstages andand atat multiple levels -– from both a portfolio and an individual transaction perspective.perspective. TheThe Environmental and Social Risk Management RapidRapid RiskRisk Screen, usedused across allall ofof CorporateCorporate && Institutional Banking, helps PNC betterbetter identify and mitigatemitigate risk early inin thethe lifelife cycle ofof aa transaction. It encompasses environmentalenvironmental and humanhuman rightsrights risksrisks andand expands thethe focusfocus beyondbeyond high-impacthigh-impact industries to all of PNC'sPNC’s wholesale lending activities.activities. Transactions identifiedidentified byby the screening are escalated toto leaders in thethe businessbusiness and underwritingunderwriting groups for considerationconsideration and ddecisioning.ecisioning.

At the portfolio level, PNC leverages its Risk IdentificationIdentification Framework, whichwhich targetstargets multiple physical and transitional climate-relatedclimate-related risks.risks. SomeSome of thethe themesthemes capturedcaptured withinwithin thethe Risk Identification Framework include the chronic and acuteacute physicalphysical effects ofof climateclimate changechange (such as coastal erosion and natural disasters), the adoption of electricelectric cars, andand renewablerenewable energy, among others. The Risk Identification Framework includesincludes severityseverity andand frequency assessments for each of the risks in the inventory.inventory. Additionally,Additionally, PNC'sPNC’s CreditCredit PortfolioPortfolio Management team is actively assessing the impacts of certain climate-relatedclimate-related risksrisks onon selectselect PNCPNC loan portfolios.

Stakeholder engagementengagement.. PNCPNC regularly engagesengages directly withwith itsits stakeholdersstakeholders onon ESGESG issues, and meets with a number of investors, community activists and othersothers throughoutthroughout thethe year. The bank'sbank’s philosophy when it comescomes to stakeholder engagement -– whetherwhether in

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conversation with investors, activists, communitycommunity-based-based organizations or its own employeesemployees -– is to be transparent about its processes and procedures; to listen, share and learn; and to use key learnings to make the best possible decisions forfor PNC and all of its stakeholders. When it comes to making lending decisions within the C&IB business,business, PNC aligns its business decisions with its public ESG commitments and with its corporate values. PNC’sPNC's stakeholder engagement process allows for the collection of feedback from concerned parties, and this feedback is paired with PNC'sPNC’s EnvironmentalEnvironmental & Social Risk Management framework, which is designed to help manage and monitor the environmental, human rights and other social risks within the C&IB business. In keeping with PNC'sPNC’s commitment to transparency and supporting the transition to a lowlow-- carboncarbon economy, the bank formally endorsed the recommendationrecommendationss of the Task Force on Climate-relatedClimate-related Financial Disclosures and has begun assessing the work necessary to integrate the recommendations into its business operations.

External recognition.recognition. PNC’sPNC's commitment to this work has resulted in external validation. PNC was the highesthighest-rated-rated bank on Barron’sBarron's 100100 Most Sustainable Companies list in 2019 and included in Newsweek’sNewsweek's 2019 list of America’sAmerica's Most Responsible Companies. PNC also was ranked #1 by CCreditSightsreditSights in the inaugural launch of their ESG model for regional banks, and scored in the top 10%10% on StateState Street’sStreet's RR-Factor,-Factor, a tool used to measure the performance of a company’scompany's business operations and governance as it relates to financially material ESG challenges.

Additional information regarding PNC’sPNC's ESG policies and practices can be found in PNC'sPNC’s comprehensive 2019 Corporate Social Responsibility Report, which is available at https://www.pnc.com/content/daml/pnc-com/pdf/aboutpnc/CSR/PNChttps://www.pnc.com/content/dam/pnc-com/pdf/aboutpnc/CSR/PNC_2019_CSR_Report.pdf 2019 CSR Report.pdf.. This report also is included as Exhibit 1515..

BBVA Bancshares and BBVA USAUSA. . In 2019, BBVA USA launched a strategic plan consisting of six strategic priorities, one of which is "helping“helping [] clients transition toward a sustainable future,”future," which was inspired by the United Nations'Nations’ (the "UN's")Sustainable“UN’s”)Sustainable Development Goals (“("SDGs")SDGs”) on climate change and inclusive and sustainable social development. BBVA USA'sUSA’s initial priorities in these areas are as follows:

* Climate change –-

o Energy efficiency;

o Circular economy; and

o Reduction of carbon emissions.

* Inclusive and sustainable social development -–

o Facilitation of access to financial services to underbanked or non-bankednon-banked persons, including by offering basic digital banking solutions;

o Inclusive infrastructure, including basic services and transportation systems; and

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o Support for entrepreneursentrepreneurs and promotion of economic growth, includingincluding through full and productiveproductive employment.

At BBVA USA, the team primarilyprimarily responsible for ESG management,management, including oversight and implementation of thesethese priorities, is led byby thethe Director of Sustainability andand ESGESG Risk Management, who is part of the Communications and ResponsibleResponsible BusinessBusiness department.

Responsibly managing internal operations.operations. To reducereduce itsits directdirect impacts onon thethe environment, BBVA USA has been implementing its 2016-20202016–2020 Eco-EfficiencyEco-Efficiency Plan,Plan, whichwhich supports its commitment to responsible banking. The BBVABBVA Eco-EfficiencyEco-Efficiency PlanPlan includesincludes thethe following actions:

* Implement environmental managementmanagement systems basedbased onon thethe mostmost advancedadvanced standards;

* Promote energy efficiency, thethe use of clean energyenergy andand otherother measuresmeasures toto reducereduce indirect emissions;

* Optimize water use throughthrough efficient technologies;

* Encourage the responsible useuse of paper and promotepromote properproper wastewaste management;management; andand

* Involve employees and suppliers in thesethese eco-efficiencyeco-efficiency initiatives.initiatives.

With 2015 as the baselinebaseline year, BBVA USAUSA hashas achievedachieved the following Eco-EfficiencyEco-Efficiency Plan results through 2019:2019:

* 16.216.2%% reduction in energy consumption;

* 40.9% reduction in Scope 2 greenhouse gas (C0 ) emissions (pursuant to the  40.9% reduction in Scope 2 greenhouse gas (CO22) emissions (pursuant to the standards of the UN IntergovernmentalIntergovernmental Panel on Climate Change); andand

* 11.311.3%% reductionreduction in water consumption.

Sustainable Finance.Finance. BBVA USA launched aa numbernumber ofof consumerconsumer andand smallsmall businessbusiness products in 2020 to provide accessible sustainablesustainable finance optionsoptions toto its customers.customers. TheseThese include green residential mortgages for homes withwith specific sustainabilitysustainability certifications,certifications, greengreen commercial real estate loans and special small business term loans forfor energyenergy efficient vehicles.vehicles. BBVA USA offers 1111 ESG-focusedESG-focused mutualmutual funds, available to allall ofof itsits wealthwealth managementmanagement clients. BBVA USAUSA also has auto dealer programs thatthat provideprovide incentivesincentives forfor thethe salesale ofof electricelectric and hybrid vehicles to consumers. In addition, BBVA USAUSA offersoffers sustainability-linkedsustainability-linked loansloans ("SLL")(“SLL”) and green term loans through its CIB and commercial bankingbanking businessbusiness lines. BBVABBVA USA has been a participant in four U.S.-syndicatedU.S.-syndicated SLLsSLLs and acted asas jointjoint leadlead arrangerarranger andand sustainable agent and coordinator for a recentrecent sustainability-linkedsustainability-linked revolvingrevolving creditcredit facilityfacility forfor Invitation Homes, a U.S. REIT. Moreover, BBVABBVA USAUSA recently beganbegan transitioningtransitioning allall ofof itsits debit cards to cards made of more than 85% recycledrecycled plastics.

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Environmental and socialsocial risk management.management. AsAs a financialfinancial institution,institution, BBVABBVA USAUSA hashas an impact on the environment and on society directly throughthrough its consumptionconsumption ofof naturalnatural resources and its relationship with BBVA USAUSA stakeholders, and indirectlyindirectly throughthrough itsits creditcredit activity and the projects it finances. There are twotwo typetype of risksrisks thatthat impactimpact thethe businessbusiness andand which BBVA USAUSA seeks to incorporate into itsits overall riskrisk managementmanagement program:program: (1)(1) transitiontransition risks, which are risks pertaining to thethe transition toto a low-carbonlow-carbon economy andand arisearise fromfrom changes in legislation, the markets, consumers, etc., toto mitigatemitigate and addressaddress thethe requirementsrequirements ofof climate change, and (2) physicalphysical risks, whichwhich stem from climate change,change, includingincluding fromfrom thethe increased frequency and severity of extreme weatherweather events or long-termlong-term weather changes, andand may imply physicalphysical damage to companies'companies’ assets, disruptions inin supply chains oror increaseincrease inin thethe expenses needed to face such risks.

With oversight byby the DirectorDirector ofof Sustainability and ESG RiskRisk Management, BBVABBVA USA worksworks towards integrating thesethese climateclimate risksrisks intointo itsits riskrisk appetiteappetite andand managementmanagement frameworks and processes,processes, overall business strategy and day-to-dayday-to-day riskrisk management,management, such thatthat they form part of the riskrisk decision-makingdecision-making thatthat supports BBVABBVA USA'sUSA’s clients.clients. InIn furtherancefurtherance ofof that goal, BBVA USA is adaptingadapting its policies,policies, procedures, tools,tools, riskrisk limitslimits and riskrisk controlscontrols inin aa consistent manner to address these risks. The firstfirst phase ofof suchsuch adaptationadaptation isis focusedfocused on integrating these climate risks in the "Industry“Industry Frameworks,"Frameworks,” a basicbasic tooltool inin thethe definitiondefinition ofof BBVA USA'sUSA’s risk appetite in wholesalewholesale credit portfolios, and in thethe "Mortgage“Mortgage andand AutoAuto Operating Frameworks"Frameworks” in retail credit.

In addition, as part of its environmental and socialsocial riskrisk managementmanagement in sectorssectors thatthat areare particularly relevant from a social and/or environmentalenvironmental impact perspective,perspective, BBVABBVA USAUSA hashas specific operating guidelines, called ESGESG Sector NormsNorms (the "Sector“Sector Norms"),Norms”), whichwhich complement the risk appetite perspective and restrict participationparticipation inin certaincertain activities.activities. TheThe effective application of the Sector NormsNorms isis basedbased on the integration ofof theirtheir analysis inin thethe ordinary processes of customers'customers’ onboarding, admission of transactions andand approval ofof newnew products. BBVA USA'sUSA’s areas of control review thethe application of the Sector NormsNorms inin accordance with established procedures.procedures. The framework of standards recognizedrecognized byby thethe Sector Norms includes the SDGs, the Paris Agreement,Agreement, the Commitment toto HumanHuman RightsRights andand thethe recommendations of the Task Force on Climate-RelatedClimate-Related FinancialFinancial Disclosures.Disclosures. BBVABBVA USAUSA alsoalso adheres to the Equator Principles ("EP"),(“EP”), whichwhich include aa series of standards forfor managingmanaging environmental and social risk in project financing. The EPsEPs werewere developeddeveloped on thethe basisbasis ofof thethe International FinanceFinance Corporation’sCorporation's Policy and Performance Standards on SocialSocial andand Environmental Sustainability, and the WorldWorld Bank'sBank’s GeneralGeneral GuidelinesGuidelines onon Environment,Environment, HealthHealth and Safety. Finally, BBVA USAUSA is also a signatory to thethe UN EnvironmentalEnvironmental Program'sProgram’s Principles for Responsible Banking.

In accordance with BBVA'sBBVA’s enterprise-wideenterprise-wide Corporate SocialSocial ResponsibilityResponsibility Policy,Policy, through these different initiatives BBVA USA strivesstrives toto cultivate aa cultureculture of responsibleresponsible banking and thereby create value for all stakeholders (clients, employees,employees, shareholders, supplierssuppliers and society).

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III. Anti-MoneyAnti-Money Laundering Compliance Record

The BHC Act requires that, in considering an application underunder section 33 ofof thethe BHCBHC Act, the Federal Reserve "shall“shall take into consideration thethe effectivenesseffectiveness of thethe companycompany oror companies in combating moneymoney laundering activities."activities.”3737 PNC,PNC, BBVA BancsharesBancshares andand theirtheir respective subsidiary banks currently havehave inin placeplace robust measures toto combat moneymoney launderinglaundering and terrorist financing, including strong programs and infrastructureinfrastructure forfor effective BSA/AML/Sanctions Compliance.

PNC has designed and maintainedmaintained its enterprise-wideenterprise-wide BSA/AML/SanctionsBSA/AML/Sanctions ComplianceCompliance Program (or the "Program")“Program”) toto meetmeet the legal requirements of thethe OCC'sOCC’s regulationsregulations (12(12 CFRCFR § 21.21)21.21) and complcomplyy withwith all applicable lawslaws and Treasury regulationsregulations regardingregarding AML,AML, counter-counter- terrorist financing, financial crimes,crimes, and economic and tradetrade sanctions.sanctions. The ProgramProgram isis alsoalso intended to:to: (1) protect PNC'sPNC’s reputationreputation and minimizeminimize the likelihood thatthat itit isis exploitedexploited byby criminals and parties with whichwhich it is prohibitedprohibited by law oror regulationregulation fromfrom doing business;business; (2) help ensure PNC is operating in a mannermanner consistent withwith its businessbusiness strategystrategy andand riskrisk appetite; and (3) comply with applicable regulatoryregulatory and supervisory guidance.guidance.

The PNC Board of Directors and senior management prioritizeprioritize thethe importantimportant objectivesobjectives associated with maintaining the integrity ofof thethe financial systemsystem as a whole, protectingprotecting nationalnational security and making appropriate referrals to law enforcement.enforcement. PNC administersadministers thethe programprogram inin aa safe and responsible manner, leveraging more thanthan 900900 fullyfully dedicated,dedicated, appropriatelyappropriately trainedtrained and highly knowledgeable professional employees across thethe BSA/AML/SanctionsBSA/AML/Sanctions ecosystem.

PNC has a written BSA/AML/SanctionsBSA/AML/Sanctions ComplianceCompliance ProgramProgram (including aa CustomerCustomer Identification Program) approved byby the Compliance Subcommittee of thethe BoardBoard ofof DirectorsDirectors and a boardboard-appointed-appointed Chief BSA/AML Officer whowho possesses the necessarynecessary authorityauthority and resources to effectively executeexecute all assigned duties. The Chief BSA/AMLBSA/AML Officer isis supportedsupported byby an experienced, knowledgeable and competent teamteam of AML and sanctions managers.managers. TheThe program and execution approach aligns withwith PNC'sPNC’s enterprise-wideenterprise-wide defined riskrisk and controlcontrol framework components,components, as defined byby the ERMERM and ORM frameworks,frameworks, consistent withwith heightened standards,standards, and leverages all three lines of defense.defense. PNCPNC applies a continuouscontinuous improvement philosophy and designsdesigns and enhances programprogram controls toto ensureensure adherenceadherence withwith both legalegall requirements and PNC'sPNC’s defined businessbusiness strategy and riskrisk appetite.appetite.

All PNC EmployeesEmployees are required to complete enterprise-wideenterprise-wide BSA/AML/SanctionsBSA/AML/Sanctions training annually. Specific BSA/AML/SanctionsBSA/AML/Sanctions Compliance trainingtraining coursescourses forfor lineslines of business are tailoredtailored to eemployeemployee roles, responsibilitiesresponsibilities and businessbusiness segments.segments. TrainingTraining isis alsoalso provided to the Board of Directors.Directors. In addition, relevantrelevant information,information, includingincluding SuspiciousSuspicious Activity Reporting informationinformation,, isis regularlyregularly providedprovided toto senior management andand the BoardsBoards ofof Directors.

PNC expects to fully integrate BBVABBVA Bancshares andand BBVA USAUSA intointo PNC'sPNC’s enterpriseenterprise BSA/AML/Sanctions Compliance ProgramProgram following thethe mergermerger ofof BBVABBVA USAUSA withwith andand intointo PNC Bank. During the Interim Bank PeriodPeriod (between thethe consummationconsummation datesdates of thethe HoldcoHoldco

37 12 U.S.C. § 1842(c)(6). 37 12 U.S.C. § 1842(c)(6).

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Merger and Bank Merger), BBVA Transfer and BBVA USA will continue to operate their BSA/AML/Sanctions Compliance Programs, including controls such as customer identification, customer risk rating and automated transaction monitoring on itsits legacy compliance systems. Information and data from their legacy systems will be provided to PNC to permit a comprehensive and timely understanding of customer transactions and conduct across the PPNCNC enterprise. During the Interim Bank Period, PNC’sPNC's standards for managing potentially suspicious activity across the combined company and banks will be implemented. This will create a unified investigative, analytic and review process, executed by a sisinglengle enterprise function, enabling an effective management of potentially suspicioussuspicious activity across the enterprise.

Additional information ababoutout the respective BSA/AML/BSA/AML/SanctionsSanctions Compliance Programs at PNC and BBVA Bancshares is provided in Exhibit 1616 aandnd Exhibit 1717,, respectively. Please see Confidential Exhibit J for information about the BSA/AML/Sanctions compliance risk management at BBVA Transfer and BBVA USA during the Interim Bank Period.

IV. Competitive Effects

Section 3 of the BHC Act prohibitsprohibits the Federal Reserve from approving thethe Application if it would substantiallysubstantially lessen competition inin any banking market, unless the agency determines that the anticompetitive effects of a proposed merger or acquisition are clearly outweighed by the probable effect of the transaction in meeting the convenience and needs of the communities to be served and, thus, in the public interest.38 PNC'sPNC’s proposed acquisition of BBVA Bancshares will not result in any significantly adverse impactimpact on competition in any relrelevantevant banking market.

In evaluating the competitive effects of a proposed merger or acquisition, the Federal Reserve and the AntitrustAntitrust Division of the DOJ (pursuant to the Clayton Act, as amended) consider all the facts of record. In particular, the FederalFederal Reserve considers the number and strength of competitors that would remain in the banking markets, the relative shares of total deposits held by insured depository institutions inin the banking markets that the acquirer would control as a result of the trtransaction,ansaction, the concentration levels of market deposits and the increase in these levels as measured by the HerfindahlHerfindahl-Hirschman-Hirschman Index (the "HHI")“HHI”) under the DOJ Bank Merger Competitive Review guidelines ((thethe "DOJ“DOJ Bank Merger GuidelinesGuidelines"),”),393 9 small business

38 12 U.S.C. §§ 1842(c)(1);1842(c)(1); 1212 U.S.C. § 1828(c)(5).1828(c)(5). 39 3 In applying the DOJ Bank Merger Guidelines issued in 19951995 ((seesee https://www.justice.gov/atr/bank-merger-https://www.justice.gov/atr/bank-merger- competitive-review-introduction-and-overview-competitive-review-introduction-and-overview -19951995),), the Federal Reserve looks to the DOJ’sDOJ's Horizontal Merger Guidelines issued in 1992, and amended in 1997, for the characterization of a market’smarket's concentration. See https://www.justice.gov/atr/horizontal-merger-guideline-08192010;https://www.justice.gov/atr/horizontal-merger-guideline-08192010; https://www.justice.gov/sites/default/files/atr/legacy/2007/08/14/hmg.pdf.https://www.justice.gov/sites/default/files/atr/legacy/2007/08/14/hmg.pdf . Under thesethese Horizontal Merger Guidelines, a market is considered unconcentrated if the post-mergerpost-merger HHI is under 1000,1000, moderately concentrated if the postpost-merger-merger HHI is between 10001000 and 1800, and highlyhighly concentrated if the post-mergerpost-merger HHI exceeds 1800.1800. The DOJ has informed the Federal Reserve that a bank merger or acquisition generally would not be challenged (in the absence of other factors indicating anticompetitive effects) unless the post-mergerpost-merger HHIHHI is at least 1800 and the merger increases the HHI by more than 200 points. Although the DOJ and the Federal Trade Commission issued revised Horizontal Merger Guidelines in 2010 (see(see https://www.justice.gov/atr/horizontalhttps://www.justice.gov/atr/horizontal-merger-guidelines--merger-guidelines- 08192010),08192010), thethe DOJ has confirmed that its Bank Merger Guidelines, which were issued in 1995,1995, were not modified. See Press Release, Department of Justice (August 19,19, 2010), available at www.justicwww.iustice.gov/opa/pr/2010/August/10-e.gov/opa/pr/2010/August/10- at-938.html.at-938.html.

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lendinglending concentration levels, potential for new entry and expansion, and other characteristics of the market.

The Federal Reserve assesses the likely competitive impact of a merger on the cluster of banking services within local geographic markets defined by the local Federal Reserve Banks to reflect “commercial"commercial and banking realitiesrealities and . ... . consist of the local area where the banks involved offer their services and where local customers can practically turn forfor alternatives."alternatives.”40 This includes personal and small business banking and lending products and services. As a practical matter, regularly reported, available data upon which the Federal Reserve can rely are limited to deposits and branch locations (gathered by the FDIC annannually)ually) and small business loan originations (annually gathered by the Federal Financial Institutions Examination Council). Both databases have limitations in that they exclude data from numerous competitors (both banks and other financial institutions) anand,d, therefore, generally overstate the competitive significance of proposed transactions. Examples of entities that may compete in a local banking market, but which are generally not captured in the agency’sagency's competitive analysis, includeinclude internet banks as platforms for depositdeposit-taking,-taking, fintech companies, out-of-marketout-of-market bank lenders and money market funds. The Federal Reserve'sReserve’s analytical framework for evaluating bank mergers, described below and outlined in its Bank MergMergerer FAQs,FAQs,441 1 uses available data to identidentifyify potential areas of competitive concern together with an analysis of market-specificmarket-specific competitive characteristics to determine whether a proposed transaction will substantially lessen competition in any given banking market.

As a “screening"screening test”test" for comcompetitivepetitive considerations, and based on their experience in evaluating banking mergers, the Federal Reserve and the DOJ traditionally conclude that a merger presents no competitive concerns and generally warrants no further investigation if either (1)(1 ) the popost-mergerst-merger HHI (computed by summing the squares of depositdeposit-based-based market shares of all FDIC-reportingFDIC-reporting firms in Federal Reserve defined mmarkets)arkets) is no greater than 11800800 pointspoints,, or (2)(2) the increase in the HHI as a result of the merger does not exceed 200 points.points. If a proposal does nnotot exceed this 1800/2001800/200 screen and, in the Federal Reserve'sReserve’s case, the postpost-acquisition-acquisition deposit market share would not exceed 35%, the proposal is considered to be within “safe"safe harbor"harbor” level(s).

PNC Bank and BBVA USA have overlappioverlappingng branch operations in only 1414 banking markets,markets, as defindefineded by the Federal Reserve, which are listed in the summary chart belowbelow.. Those overlapping banking markets include eight in Alabama, three in Florida and three in Texas. The pro forma market concentconcentrationsrations and market shares in the relevant 14 banking markets, based on FDIC Summary of Deposits data as of June 30, 2020, are summarized below:

40 North Fork Bancorporation, Inc.,Inc. , 81 Fed. Res. Bull. 734734,, 736 (1993). 41 FAQs issued by the Federal Reserve and DOJ October 9, 2014, at http://www.federalreserve.gov/bankinforeg/competitive-effects-mergers-acquisitions-faqs.htm.http://www.federalreserve.gov/bankinforeg/competitive-effects-mergers-acquisitions-faqs.htm.

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TOTAL DEPOSITS THRIFTSTHRIFTS WEIGHTED 50%50% ($000s) POST-POST- POST-POST- CHANGECHANGE MERGERMERGER MERGERMERGER BANKING MARKET PNC Bank BBVA USA ININ HHI HHIHHI SHARE Auburn/Opelika Area, AL $ 166,350 $ 494,411 130 1212 18.59%18.59% Birmingham, AL 868,778 13,838,361 85 1859 27.6127.61 Decatur Area. ALAL 164,360 224,021 105 1364 14.6614.66 Gulf Shores Area, AL 124,157 42,316 26 1212 8.288.28 Huntsville Area, ALAL 303,222 1,231,268 68 1084 14.6814.68 Mobile Area, AL 1,106,714 1,437,973 226226 1544 21.4521.45 Montgomery Area, AL 150,681 1,594,868 54 1133 18.4618.46 Tuscaloosa Area, AL 160,918 227,083 43 1191 9.409.40 Gainesville Area, FL 80,800 589,351 27 1343 11.2711.27 Ocala Area, FL 32,487 775,904 12 1252 12.5912.59 Tampa Bay Area, FL 1,708,022 348,959 1 1251 2.052.05 4 2 Dallas, TX 42 37,338 8,950,183 0 1948 2.912.91 Fort Worth, TX 4433 23,964 3,582,441 0 49744974 1.88 Houston, TX"TX44 ---- 16,073,270 0 25582558 5.375.37

This summary does not take into account whetherwhether the deposits ofof oneone or moremore thriftsthrifts shouldshould bebe weighted at 100% or whether the deposits ofof oneone or more creditcredit unionsunions shouldshould bebe weightedweighted atat 50% or 100%.100%.4545

42 PNC Bank opened three additional branches in the 42 PNC Bank opened three additional branches in the Dallas,Dallas, TX bankingbanking marketmarket afterafter thethe JuneJune 30,30, 20202020 Summary of Deposits reporting date. As of September 30,30, 2020,2020, PNCPNC Bank'sBank’s aggregateaggregate depositsdeposits inin thethe Dallas,Dallas, TXTX bankingbanking market totaled approximately $10.5 million. If If such amountamount of deposits werewere includedincluded inin thethe HHIHHI calculations,calculations, without consideration of additional deposits of other competitors inin thethe market,market, thethe HHIHHI inin thethe Dallas,Dallas, TXTX bankingbanking market would increase by 0.10.1 pointpoint and remainremain at 1948, andand PNC'sPNC’s propro forma depositdeposit marketmarket shareshare wouldwould bebe onlyonly 2.93%. 43 PNC Bank opened 43 PNC Bank opened one additional branch in thethe Fort Worth,Worth, TX bankingbanking marketmarket afterafter thethe JuneJune 30,30, 20202020 Summary of Deposits reporting date. As of September 30,30, 2020,2020, PNCPNC Bank'sBank’s aggregateaggregate depositsdeposits inin thethe FortFort Worth,Worth, TXTX banking market totaled approximately $4.3 million.million. If If such amountamount of deposits werewere includedincluded inin thethe HHIHHI calculations, without consideration of additional depositsdeposits of other competitors inin thethe market,market, thethe HHIHHI inin thethe FortFort Worth, TX banking market would increase by 0.050.05 pointpoint andand remainremain atat 4974,4974, and PNC'sPNC’s propro formaforma depositdeposit marketmarket share would be only 1.89%. "44 PNC Bank opened four additional branchesbranches in the Houston,Houston, TXTX bankingbanking marketmarket afterafter thethe JuneJune 30, 20202020 Summary of Deposits reporting date. As of September 30,30, 2020,2020, PNCPNC Bank'sBank’s aggregateaggregate depositsdeposits inin thethe Houston,Houston, TXTX bankingbanking market totaled approximately $4.9 million. If If such amountamount of deposits werewere includedincluded inin thethe HHIHHI calculations,calculations, without consideration of additional deposits of other competitors inin thethe market,market, thethe HHIHHI inin thethe Houston,Houston, TXTX bankingbanking market wouldwould increase by onlyonly 0.02 point and remain at 2558, and PNC'sPNC’s propro forma depositdeposit marketmarket shareshare wouldwould remain at only 5.37%. 45 The Federal Reserve generally weights thrift deposits at 50% in calculating the pre-merger HHI, 45 The Federal Reserve generally weights thrift deposits at 50% in calculating the pre-merger HHI, butbut willwill includeinclude specific thriftsthrifts atat higher levels of depositsdeposits where thosethose institutionsinstitutions areare shownshown toto bebe activeactive withwith respectrespect toto commercialcommercial lending. In particular, the Federal Reserve will look to see if the thrift has a commercial lending staff and will also lending. In particular, the Federal Reserve will look to see if the thrift has a commercial lending staff and will also look at the thrift's commercial and industrial loans-to-total assets ratio. In addition, the Federal Reserve has stated look at the thrift’s commercial and industrial loans-to-total assets ratio. In addition, the Federal Reserve has stated in its FAQs and demonstrated in prior orders that it will consider the competitive significance of credit unions when in its FAQs and demonstrated in prior orders that it will consider the competitive significance of credit unions when the credit union: (1) has broad membership criteria; (2) offers consumer banking products; and (3) has street-level the credit union: (1) has broad membership criteria; (2) offers consumer banking products; and (3) has street-level branches that are easily accessible to the public. FAQ No. 18. In addition, where a credit union provides products branches that are easily accessible to the public. FAQ No. 18. In addition, where a credit union provides products and services that are increasingly competitive with bank products and services, particularly as regards to commercial and services that are increasingly competitive with bank products and services, particularly as regards to commercial lending, with "a staff available for small business services," then a credit union's deposits may be "eligible for 100% lending, with “a staff available for small business services,” then a credit union’s deposits may be “eligible for 100% weighting." FAQ No. 19. When the above criteria are not explicitly met by a credit union, the Federal Reserve may weighting.” FAQ No. 19. When the above criteria are not explicitly met by a credit union, the Federal Reserve may

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In each of the 14 relevant bankingbanking markets, the HHI levelslevels wouldwould meetmeet thethe safesafe harborharbor criteria under the Federal Reserve'sReserve’s andand DOJ'sDOJ’s initialinitial screen, andand thethe propro formaforma deposit marketmarket share would be well below 35% in each market. ExhibitExhibit 18 provides:provides: the the FederalFederal Reserve'sReserve’s definitions of the 14 overlapping bankingbanking markets; moremore detaileddetailed summarysummary chartscharts of thethe competitive effects in such markets; andand the detailed marketmarket tables reflecting the resultingresulting marketmarket concentrations (as measured by the HHI), competitors and marketmarket shares.shares.

Only the Birmingham,Birmingham, AL, Dallas,Dallas, TX and Houston,Houston, TXTX bankingbanking marketsmarkets wouldwould actuallyactually be deemed highly concentrated (see below for a discussion of thethe FortFort Worth,Worth, TXTX bankingbanking market).market). However, thethe change in HHI would bebe lessless thanthan 100 inin thethe Birmingham, ALAL bankingbanking market anandd essentially unchanged in the Dallas,Dallas, TX and Houston,Houston, TXTX bankingbanking markets.markets. Moreover, in each of the Birmingham, AL, Dallas, TX and Houston,Houston, TX bankingbanking markets,markets, asas well as the remaining 11 overlapping bankingbanking markets, numerous competitors wouldwould remainremain afterafter consummation of the Proposed Transaction. In the Birmingham,Birmingham, ALAL bankingbanking market, Regions Financial Corporation would remain thethe largest competitor withwith a depositdeposit marketmarket shareshare of 19.3%, and 48 other bank and thrift competitors wouldwould remainremain in thethe market.market. InIn thethe Dallas,Dallas, TX banking market, Bank of AmericaAmerica ("Bank(“Bank ofof America")America”) andand JPMorganJPMorgan ChaseChase && Co. ("JPMC")(“JPMC”) would remain the largest competitors withwith deposit marketmarket shares ofof 36.84%36.84% andand 21.71%, respectively, and 128128 competitors would remain inin the market.market. InIn thethe Houston,Houston , TXTX banking market, JPMC and Wells FargoFargo & Co. ("Wells(“Wells Fargo")Fargo”) wouldwould remainremain thethe largest competitors with deposit market shares of 12.8% andand 12.3%, respectively,respectively, and 9090 otherother bankbank andand thrift competitors would remain inin thethe market.

Although the Fort Worth, TX bankingbanking marketmarket is highly concentrated, asas measuredmeasured byby thethe HHI, the HHI is grossly distorted by the apparent centralized bookingbooking ofof sweepsweep depositsdeposits andand possibly other deposits by Charles Schwab Corporation ("Schwab")(“Schwab”) in suchsuch bankingbanking market.market. This is evidenced by the fact that Schwab reports holdingholding $291.7 billionbillion inin deposits -– oror approximately 96.7%96.7% ooff Schwab’sSchwab's totaltotal consolidated depositsdeposits ($301.6 billion)billion) -– inin thethe FortFort Worth, TX banking market.

Based on all the facts of record, consummation ofof thethe ProposedProposed Transaction wouldwould notnot have a substantial adverse effect on competition or on the concentration of resourcesresources inin anyany banking market under Federal Reserve and DOJDOJ precedent.precedent. Accordingly,Accordingly, competitivecompetitive considerations of the Acquisitions are consistentconsistent withwith approval of thethe Application.Application.

V. Financial Stability RiskRisk Considerations

Pursuant to section 3(c)(7) of the BHCBHC Act, thethe FederalFederal ReserveReserve must considerconsider inin everyevery application under section 3 of the BHCBHC Act whetherwhether the proposedproposed acquisition wouldwould resultresult inin 4 6 greater or more concentrated risks toto thethe stability of thethe U.S.U.S. banking or financialfinancial system.46 AsAs discussed below, the Proposed Transaction willwill notnot materiallymaterially increaseincrease systemicsystemic riskrisk toto thethe U.S.U.S. nonetheless consider the credit union as exerting a competitive influence that mitigates in part the potential nonetheless consider the credit union as exerting a competitive influence that mitigates in part the potential anticompetitive effects of the mergers under review. See also 84 Fed. Reg. 31,701, 31,704 (July 3, 2019) (final rule anticompetitive effects of the mergers under review. See also 84 Fed. Reg. 31,701, 31,704 (July 3, 2019) (final rule revising the Federal Reserve's delegation rules in 12 CFR § 265.11 and citing to orders with Federal Reserve revising the Federal Reserve’s delegation rules in 12 CFR § 265.11 and citing to orders with Federal Reserve precedent on the treatment of thrifts and credit unions in its competitive analysis of bank holding company precedent on the treatment of thrifts and credit unions in its competitive analysis of bank holding company expansionary proposals). expansionary proposals). 46 12 U.S.C. § 1842(c)(7). 46 12 U.S.C. § 1842(c)(7).

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banking or financial system. Instead, the Proposed TranTransactionsaction would result in a stronger bankingbanking organization that is more competitive with significantly largerlarger banking organizationorganizations,s, and thereby will reducreducee systemic risk to the U.S. banking and financial system.

Neither the Federal Reserve nor any other federalfederal banking agency has issued or proposed regulations defining how the agencies would take financial stability considerations into account in reviewing a bank acqacquisition.uisition. However, the Federal Reserve has has,, through many approvals of bank holdingholding company aapplications,pplications, set forth several metrics that the agency believes capture the potential systemic “"footprint"footprint” of the resulting banking organization and the incremental effect a transaction may have on the systemic footprint of the acquiring banking organizationorganization (("Financial“Financial Stability FactorsFactors").”).447 7 Many of the metrics considered by the Federal Reserve seek to measure an institution'sinstitution’s activities relative to the U.S. financial system. These metrics include:include:

a. the size of the resulting banking organization;

b. the avavailabilityailability of substitute providers for any critical products and services offered by the resulting firm;

c. the interconnectedness of the resulting firm with the banking or financial system;

d. the extent of the crosscross-border-border activities of the resulting firm; and

e. the extent to which the resulting firm contributes to the complexity of the financial system.

Also interwoven into the Federal ReserveReserve's’s analysis is the relative degree of difficulty of resolving the resulting firm if it were to experience financial ddistress.istress. The Federal Reserve has noted that the opaqueness and complexity of an institution'sinstitution’s internal organization are relevant to resolvability aspects of the banking organization.484 8 A banking organization that can be resolved in an orderly manner isis lessless likely to inflict material damage to the U.S. financial system or economy. The Federal Reserve has notednoted in itsits approvals that these categories are not exhaustive and additional categories could impact its decisiondecision-making.-making.

An analysis of these metricmetricss as applied to PNC and BBVA Bancshares (and their respective subsidiary banks) demonstrates that the proposal wouldwould not result in any meaningful increase inin any of the metrics used by the Federal Reserve to evaluate the systemic footprint of a post-acquisitionpost-acquisition organizationorganization..

These metrics are similar to the categories of systemic indicators used by the Federal Reserve to identify banking organizations that should be considered GSIBs and to calculate the capital surcharge applicable to a GSIBGSIB,, as well as thethe general categories of indicators collected in the Federal Reserve’sReserve's FR YY-15-15 reports (Banking Organization SystemicSystemic Risk Report).49 As of

47 See Capital One Financial CorporationCorporation, , FRB Order No. 20122012-2-2 (Feb. 14, 2012) (the “"CapitalCapital One OrderOrder").”). See also BB&T CorporationCorporation,, FRB Order No. 20192019-16-16 (Nov. 19, 2019);2019); CIT Group, Inc.,Inc., FRB Order No. 20152015-20-20 (July 19, 2015); The PNC FinancialFinancial Services Group, Inc.,Inc., 98 Fed. Res. Bull. 16 (2012). 4 8 48 E.g.,E.g., BB&T Corporation,Corporation, FRB Order No. 20192019-16-16 (Nov. 19, 20192019).). 49 12 CFR § 214.404; Banking Organization System Risk ReportReport-FR–FR Y-15,Y-15, https://www.federalreserve.gov/reportforms/forms/FRhttps://www.federalreserve.gov/reportforms/forms/FR_Y Y-1520191231-1520191231_f.pdf f.pdf..

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September 30, 2020, PNC had a MethodMethod 1 GSIB scorescore of only 37. Moreover, PNC'sPNC’s propro formaforma Method 11 GSIB score as of thethe same date -– and reflecting the proposedproposed combination withwith BBVABBVA Bancshares (excluding the Excluded Subsidiaries) -– would be onlyonly 42,42, an increaseincrease ofof onlyonly 5 points. Importantly, PNC'sPNC’s pro forma Method 1 GSIB score would remainremain 8888 pointspoints belowbelow thethe threshold score (130) necessary to be considered a GSIB underunder 12 CFR § 217.402,217.402 , and wouldwould bebe less than 14% of the average of the six U.S.U.S. institutionsinstitutions withwith thethe highesthighest GSIBGSIB scores.scores.

Please see Exhibit 19 for additional information comparingcomparing PNC'sPNC’s propro forma GSIBGSIB scorescore to the GSIBs and other bank holdingholding companies, as wellwell asas aa snapshotsnapshot summary ofof thethe systemicsystemic risk factors of the 37 bank holding companiescompanies thatthat file FR Y-15Y-15 reports,reports, as of DecemberDecember 31,31, 2019. Please Please see Exhibit 20 for a copy of thethe public portions ofof PNC'sPNC’s andand BBVA Bancshares'Bancshares’ respective FR Y-15Y-15 reports, as of September 30, 2020.2020. Please alsoalso see ExhibitExhibit 2121 andand Confidential Exhibit K ffor,or, as of September 30, 2020,2020, a pro forma GSIB score forfor PNC;PNC; aa propro forma FR Y-15,Y-15, which reflects BBVA Bancshares'Bancshares’ operations without thethe ExcludedExcluded Subsidiaries; andand a pro forma FRFR Y-15Y-15 for PNC.

A more detailed analysis of the Proposed TransactionTransaction underunder eacheach ofof thethe FinancialFinancial Stability Factors is discussed below.

Size.Size. The Financial Stability Factor relating toto size and availability of substitute providers of critical productsproducts may bebe informed by other aspects ofof thethe BHCBHC Act'sAct’s requirements,requirements, namely compliance with:with: (1)(1 ) antitrust standards, (2)(2) thethe 10% national deposit capcap forfor certaincertain interstate acquisitions,acquisitions,5050 and (3)(3 ) the 10% nationalnational liabilitiesliabilities cap.cap.551 1 TheThe ProposedProposed TransactionTransaction isis consistent with the federal banking agencies'agencies ’ precedentprecedent reviewingreviewing thethe competitive effectseffects ofof mergers,mergers, and the Proposed Transaction does not eveneven comecome closeclose to approachingapproaching either thethe national deposit cap or national liabilities cap. Accordingly, itit would seem that,that, as a thresholdthreshold matter, the Proposed Transaction is not likely toto pose a separateseparate discerniblediscernible riskrisk toto thethe financialfinancial stability of the U.S.U.S. bankingbanking or financial system basedbased onon sizesize metrics.

As noted, PNC accountsaccounts for only approximately 2.18%2.18% ofof totaltotal nationwidenationwide deposits,deposits, as ofof June 30, 2020.522020.52 The deposits of BBVABBVA USAUSA to be assumed account forfor lessless thanthan 0.54%0.54% ofof totaltotal 53 nationwide deposit deposits.s.53 The propro forma total deposits of PNC, asas ofof JuneJune 30, 2020,2020 , wouldwould represent only 2.73%2.73% of nationwide deposits.deposits. ThisThis percentagepercentage is farfar less than thethe nationwidenationwide deposit concentrations of various bank holdingholding companies inin the UnitedUnited StatesStates classifiedclassified asas aa GSIB, for example: Bank of America -– 11.26%; JPMC -– 10.99%; WellsWells FargoFargo -– 10.19%; andand Citigroup Inc. (“("Citigroup")Citigroup”) -– 4.26%.

5 1 See 12 U.S.C. § 1842(d). 50 See 12 U.S.C. § 1842(d). 51 See 12 U.S.C. § 1852. 51 See 12 U.S.C. § 1852. 52 As of June 30, 2020, according to the FDIC Statistics on Depository Institutions, FDIC-insured banks and thrifts 52 As of June 30, 2020, according to the FDIC Statistics on Depository Institutions, FDIC-insured banks and thrifts held $15.5 trillion in domestic deposits. held $15.5 trillion in domestic deposits. 5 If national deposit share is calculated according to the methodology for the 10% national deposit cap, PNC held 53 If national deposit share is calculated according to the methodology for the 10% national deposit cap, PNC held 2.15% of total U.S. adjusted deposits as of December 31, 2019, and BBVA USA held 0.54%. Under that 2.15% of total U.S. adjusted deposits as of December 31, 2019, and BBVA USA held 0.54%. Under that calculation, the total U.S. adjusted deposits as of such date were $16.0 trillion. Following its acquisition of BBVA calculation, the total U.S. adjusted deposits as of such date were $16.0 trillion. Following its acquisition of BBVA USA, PNC's pro forma share of national deposits would be 2.7%. USA, PNC’s pro forma share of national deposits would be 2.7%.

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Based on total consolidated assets, PNCPNC would bebe nono moremore thanthan one-fifthone-fifth thethe totaltotal consolidated asset size of the four largest U.S.U.S . banking organizations.5544 InIn addition,addition, thethe propro forma total assets of PNC on consummationconsummation of thethe Holdco AcquisitionAcquisition wouldwould bebe approximatelyapproximately $$552.4552.4 billion as of September 30, 2020, and representrepresent onlyonly approximately 2.6%2.6% ofof thethe totaltotal assets of the U.S.U.S. banking system5555 and a significantly smallersmaller shareshare of thethe totaltotal assetsassets ofof thethe U.S. financial system. As noted, on a pro forma basis,basis, PNC wouldwould onlyonly holdhold approximatelyapproximately 2.12.1% % of total liabilities on a nationalnational basis, asas ofof DecemberDecember 30, 2019.562019.56 ThisThis percentagepercentage isis farfar less than the nationwide liabilities concentrations of: Bank ofof AmericaAmerica -– 8.16%; JPMCJPMC -– 7.14%;7.14%; Wells Fargo -– 5.65%; and Citigroup -– 5.60%.

In addition, whenwhen thethe pro forma asset size of PNC isis measuredmeasured usingusing thethe totaltotal exposuresexposures of PNC and BBVA Bancshares,Bancshares, as defined for purposes of thethe sizesize indicatorsindicators sectionsection ofof thethe Federal Reserve FR Y-Y- 15 report, it becomesbecomes even clearerclearer thatthat thethe ProposedProposed TransactionTransaction wouldwould not result in systemic risk underunder the sizesize factor. Indeed,Indeed, thisthis approachapproach demonstratesdemonstrates even moremore accurately than total assets the magnitude of the disparity inin systemic risk betweenbetween thethe combinedcombined company and those banking organizations that have beenbeen classifiedclassified as U.S.U.S. GSIBs.GSIBs. InIn evaluatingevaluating a bank holding companycompany's’s total exposures,exposures, the relevantrelevant measuresmeasures include itsits totaltotal derivatives, securities financing transactions,transactions, other on-balanceon-balance sheet exposuresexposures andand otherother off-balanceoff-balance sheetsheet exposures. Based on PNC'sPNC’s and BBVA Bancshares'Bancshares’ respective FormForm FRFR Y-15Y-15 reportsreports asas ofof September 30, 2020,2020, thethe combined companycompany wouldwould have totaltotal exposures (before(before regulatoryregulatory deductions) of $657.92$657.92 billion,billion, which is only a fraction of such totaltotal exposuresexposures ofof thethe U.S.U.S. GSIBs: JPMC -– $3.99 trillion,trillion, Bank of AmericaAmerica -– $3.24$3.24 trillion,trillion, Wells FargoFargo -– $2.28 trillion,trillion, Citigroup -– $2.80 trillion,trillion, Goldman Sachs Group, Inc.Inc. ("Goldman(“Goldman Sachs")Sachs”) -– $1.50$1.50 trillion,trillion, andand Morgan Stanley -– $$1.241.24 trillion.trillion.57

For all these reasons,reasons, thethe Proposed Transaction should notnot raiseraise systemic concerns underunder the size factor.

Substitutability.Substitutability . The substitutability factor recognizes thatthat aa bankingbanking organizationorganization isis more systemically important if it providesprovides important productsproducts and servicesservices thatthat customers wouldwould have difficulty replacing if the banking organizationorganization were to fail. PNCPNC and/orand/or BBVABBVA BancsharesBancshares through their respective bankbank subsidiaries offer primarilyprimarily retailretail and commercialcommercial deposit products,products, consumerconsumer and commercial loan products,products, commercial lease financingfinancing andand 58 related services, securities brokeragebrokerage and underwriting,underwriting,58 insuranceinsurance agencyagency andand brokerage,brokerage,

54 This calculation is based on the average of the total consolidated assets of the four largest bank holding 54 This calculation is based on the average of the total consolidated assets of the four largest bank holding companiescompanies as of September 30, 2020. The totaltotal consolidated assets of thethe largestlargest bankbank holdingholding companiescompanies asas ofof suchsuch datedate are:are: JPMC –- $3.246 trillion;trillion; Bank of America -– $2.738 trillion;trillion; CitigroupCitigroup -– $2.234 trillion;trillion; andand WellsWells FargoFargo -– $1.992 trillion. 5 The amount of total assets of the U.S. financial system is conservatively approximated by using total assets of 55 The amount of total assets of the U.S. financial system is conservatively approximated by using total assets of FDIC-insured banks and thrifts, as of June 30, 2020, which was $21.14 trillion. FDIC-insured banks and thrifts, as of June 30, 2020, which was $21.14 trillion. 56 This percentage is estimated using the method of calculation in the Federal Reserve's Regulation XX, 12 CFR 56 This percentage is estimated using the method of calculation in the Federal Reserve’s Regulation XX, 12 CFR part 251, and assumes national liabilities of $21.23 trillion as of December 31, 2019. part 251, and assumes national liabilities of $21.23 trillion as of December 31, 2019. 57 The pro forma total exposures of the combined company were calculated by adding the total exposures of such 57 The pro forma total exposures of the combined company were calculated by adding the total exposures of such activities reported on PNC's and BBVA Bancshares' respective FR Y-15 reports, adjusted to omit exposures of the activities reported on PNC’s and BBVA Bancshares’ respective FR Y-15 reports, adjusted to omit exposures of the Excluded Subsidiaries (as of September 30, 2020). Excluded Subsidiaries (as of September 30, 2020). 5' As noted, PNC would not acquire BBVA Bancshares' securities broker-dealer subsidiary, BBVA Securities. 58 As noted, PNC would not acquire BBVA Bancshares’ securities broker-dealer subsidiary, BBVA Securities. BBVA Bancshares will distribute the shares of that entity and two other subsidiaries to BBVA (or an affiliate BBVA Bancshares will distribute the shares of that entity and two other subsidiaries to BBVA (or an affiliate thereof) before consummation of the Holdco Acquisition. The U.S. retail brokerage business of BBVA Securities thereof) before consummation of the Holdco Acquisition. The U.S. retail brokerage business of BBVA Securities

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capital markets services, investment advisory, asset management, wealthwealth management,management, trusttrust operations and fiduciary services, risk managementmanagement and assetasset managementmanagement services,services, communitycommunity development investment, payments,payments, merchant servicesservices and treasurytreasury managementmanagement services. PNCPNC plans to continue to offer all of thesethese productsproducts and servicesservices to bothboth newnew customers andand thethe existing customers of PNC and BBVABBVA Bancshares.Bancshares.

None of the products or services of PNC or BBVABBVA BancsharesBancshares cancan bebe regardedregarded asas highlyhighly specializedspecialized or “"critical"critical” financial products or services thatthat are availableavailable fromfrom only aa smallsmall number of providers. Indeed, to the contrary, there are numerousnumerous providersproviders ofof eacheach ofof thesethese products and services nationally, regionallyregionally and, toto the extentextent relevant,relevant, inin thethe locallocal bankingbanking markets in which they operate. The FederalFederal ReserveReserve has previously noted thatthat therethere areare numerous competitors for all of thesethese services, including forfor securities brokerage,brokerage, securitiessecurities underwriting, investment advisory, wealth managementmanagement and insurance agency activities.activities.5959 TheThe Holdco Acquisition would result inin PNC havinghaving only a modestmodest market shareshare inin suchsuch activities.activities.

The fact that the Proposed Transaction would have littlelittle effect on financial stabilitystability isis reinforced by an evaluation of the substitutability indicatorsindicators ofof thethe FR Y-15Y-15 report.report. InIn evaluatingevaluating a bank holding companycompany's’s substitutability, thethe relevant measures includeinclude aa bankingbanking organization'sorganization’s total payments activity, amount of assets underunder custodycustody and underwritingunderwriting activity.activity. BasedBased on PNC'sPNC’s and BBVA Bancshares'Bancshares’ respective FRFR Y-15Y-15 reports (as(as ofof September 30,30, 2020),2020), but not including the paymentspayments activity ofof the ExcludedExcluded Subsidiaries,Subsidiaries , thethe combinedcombined companycompany would have total payments activity of $$4.654.65 trillion,trillion, totaltotal assetsassets underunder custodycustody ofof $104.76$104.76 billionbillion 0 and total underwritingunderwriting activityactivity of $41.57 billion,billion,60 all of whichwhich are onlyonly a fractionfraction of thethe activityactivity totals reported by the U.S.U.S. GSIBs. 61

For all these reasons, the Proposed Transaction wouldwould notnot raise financialfinancial stabilitystability riskrisk concernsconcerns under the substitutability factor.

Interconnectedness.Interconnectedness. InIn evaluating systemicsystemic risk,risk, thethe Federal Reserve evaluates thethe interconnectedness of a bankingbanking organization becausebecause thethe failurefailure ofof aa bankbank toto meetmeet paymentpayment obligations to other banks can accelerate thethe spread of financialfinancial contagioncontagion whenwhen thethe bankingbanking organization is highly interconnected withwith other financial firms.firms. AsAs underscoredunderscored byby thethe

(including relatedrelated customer accounts), however, will be transferredtransferred toto PNCPNC shortlyshortly afterafter consummationconsummation ofof thethe Holdco Acquisition. 59 See The Toronto-DominionBank, FRB Order No. 2017-23 (Sep. 13, 2107); Canadian 59 See The Toronto-Dominion Bank, FRB Order No. 2017-23 (Sep. 13, 2107); Canadian ImperialImperial BankBank ofof CommerceCommerce,, FRB Order No. 2017-152017-15 (June 7, 2017); HuntingtonHuntington BancsharesBancshares Incorporated, Incorporated, FRB FRB OrderOrder No.No. 2016-132016-13 (July 29, 2016). 60 All of BBVA Bancshares' underwriting activity is conducted in BBVA Securities, which PNC would not acquire. 60 All of BBVA Bancshares’ underwriting activity is conducted in BBVA Securities, which PNC would not acquire. Therefore, the Holdco Acquisition would not increase PNC's underwriting activity. Therefore, the Holdco Acquisition would not increase PNC’s underwriting activity. 61 These pro forma activity amounts of the combined company were calculated by adding such activity amounts 61 These pro forma activity amounts of the combined company were calculated by adding such activity amounts reported by PNC and BBVA Bancshares, reported by PNC and BBVA Bancshares, individually,individually, on theirtheir respectiverespective FR Y-15Y-15 reportsreports (as(as ofof SeptemberSeptember 30, 30, 2020), adjusted for the Excluded Subsidiaries. In contrast, the respective total payments activity, total assets under 2020), adjusted for the Excluded Subsidiaries. In contrast, the respective total payments activity, total assets under custody and total underwriting activity reported by the U.S. GSIBs on their FR Y-15 reports were as follows: JPMC custody and total underwriting activity reported by the U.S. GSIBs on their FR Y-15 reports were as follows: JPMC - $368.4 trillion, $28.9 trillion and $693.4 billion; Bank of America - $139.6 trillion, $3.17 trillion and – $368.4 trillion, $28.9 trillion and $693.4 billion; Bank of America – $139.6 trillion, $3.17 trillion and $674.7 billion; Wells Fargo - $52.2 trillion, $3.32 $674.7 billion; Wells Fargo – $52.2 trillion, $3.32 trilliontrillion and $276.9 billion; CitigroupCitigroup -– $172.3 trillion,trillion, $16.9 trillion and $561.7 billion; Goldman Sachs - $13.28 trillion, $1.29 trillion and $438.0 billion; and Morgan $16.9 trillion and $561.7 billion; Goldman Sachs – $13.28 trillion, $1.29 trillion and $438.0 billion; and Morgan Stanley - $15.88 trillion, $2.21 trillion and $467.6 billion. Stanley – $15.88 trillion, $2.21 trillion and $467.6 billion.

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immediately preceding description, the ProposedProposed TransactionTransaction would notnot materiallymaterially increaseincrease thethe interconnectedness of thethe U.S. bankingbanking or financialfinancial system.system.

Neither PNC nor BBVA Bancshares currently engages inin businessbusiness activities oror participates in markets to a degree thatthat wouldwould posepose significantsignificant riskrisk toto other institutionsinstitutions inin thethe event of financial distress at PNC in thethe future.future. Moreover, followingfollowing thethe ProposedProposed Transaction,Transaction, PNC would not constitute a critical services providerprovider or bebe so interconnectedinterconnected withwith otherother firmsfirms oror marketsmarkets such that PNC would posepose a significant riskrisk toto the financial system inin thethe eventevent ofof financial distress. For example, neitherneither PNC nor BBVABBVA Bancshares: (1)(1) providesprovides corecore clearing or settlementsettlement services or (2)(2) is a significant participant in thethe corporate trust,trust, repurchase,repurchase, securities lending, custody, or debt or equity underwritingunderwriting markets.markets. In addition, thethe derivativesderivatives activities of both PNC and BBVA Bancshares are relativelyrelatively limited, and neitherneither isis aa dealer ofof credit default swaps. PNC and BBVA Bancshares, instead, offer retailretail and commercialcommercial bankingbanking products and services, mostly to retailretail consumers and businesses,businesses, including depositdeposit products,products, residential home mortgages, home equityequity lineslines of credit, small businessbusiness loansloans andand commercialcommercial loans, equipment leaselease financing (PNC) and various other financialfinancial services,services, includingincluding insuranceinsurance agency, investment advisory and securities brokeragebrokerage services andand some investmentinvestment bankingbanking services (PNC(PNC).). Therefore, the Proposed Transaction wouldwould notnot increase thethe interconnectednessinterconnectedness of the combined organization in any meaningful manner.manner.

When the ininterconnectednessterconnectedness of the combined company isis measuredmeasured usingusing thethe interconnectedness indicators of the FRFR Y-15Y-15 report, thethe ProposedProposed Transaction wouldwould notnot resultresult in a material increase in systemic risk underunder such indicators.indicators. InIn evaluatingevaluating aa bankbank holdingholding company'scompany’s interconnectedness,interconnectedness, the relevant measuresmeasures include thethe bankingbanking organization'sorganization’s totaltotal claims on the financial system, its total liabilities to thethe financial system, thethe totaltotal valuevalue ofof debtdebt and equity securities it issues and thethe total lettersletters of credit outstandingoutstanding toto other financialfinancial institutions. Based on PNC'sPNC’s and BBVA Bancshares'Bancshares’ respectiverespective FRFR Y-15Y-15 reportsreports (as(as ofof September 30, 2020, but only including thethe BBVA Bancshares'Bancshares’ activitiesactivities toto bebe acquired),acquired), thethe combined company would havehave total intra-financialintra-financial system assets of $29.23$29.23 billion,billion, totaltotal intra-intra- financialfinancial system liabilities of $25.56 billion,billion, total securitiessecurities outstandingoutstanding ofof $112.07$112.07 billionbillion andand total standby letters of credit toto other financial institutionsinstitutions of $181.2$181.2 million.million. These amountsamounts areare 6 2 only a fraction of the totals for such indicators reported byby thethe U.S.U.S. GSIBs.GSIBs.62

For all these reasons,reasons, thethe Proposed Transaction wouldwould notnot raiseraise financialfinancial stabilitystability riskrisk concerns based on the interconnectedness factor.

CrossCross-Border-Border Activity.Activity . InIn evaluating financialfinancial stabilitystability risk, thethe FederalFederal ReserveReserve evaluates a banking organization'sorganization’s cross-bordercross-border activity becausebecause aa bankingbanking organization withwith

62 These pro forma activity amounts for the combined company were calculated by adding such activity volumes 62 These pro forma activity amounts for the combined company were calculated by adding such activity volumes reported by PNC and BBVA Bancshares, individually, on the FR Y-15 report (as of September 30, 2020), adjusted reported by PNC and BBVA Bancshares, individually, on the FR Y-15 report (as of September 30, 2020), adjusted for the Excluded for the Excluded Subsidiaries. The respectiverespective totaltotal intra-financialintra-financial systemsystem assets,assets, intra-financialintra-financial systemsystem liabilities,liabilities, securities outstanding and standby letters of credit to other financial institutions reported by the U.S. GSIBs on their securities outstanding and standby letters of credit to other financial institutions reported by the U.S. GSIBs on their FR Y-15 reports for the same time period were as follows: JPMC - $338.7 billion, $521.0 billion, $663.8 billion FR Y-15 reports for the same time period were as follows: JPMC – $338.7 billion, $521.0 billion, $663.8 billion and $13.2 billion; Bank of America - $224.9 billion, $139.1 billion, $540.2 billion and $65.1 billion; Wells Fargo - and $13.2 billion; Bank of America – $224.9 billion, $139.1 billion, $540.2 billion and $65.1 billion; Wells Fargo – $147.1 billion, $146.9 billion, $147.1 billion, $146.9 billion, $395.2 billionbillion and $19.9 billion;billion; CitigroupCitigroup -– $203.1 billion,billion, $297.3$297.3 billion,billion, $503.4 billion and $15.2 billion; Goldman Sachs - $236.2 billion, $84.5 billion, $413.7 billion and $222.0 million; $503.4 billion and $15.2 billion; Goldman Sachs – $236.2 billion, $84.5 billion, $413.7 billion and $222.0 million; and Morgan Stanley - $211.8 billion, $53.0 billion, $324.3 billion and $7.5 billion. and Morgan Stanley – $211.8 billion, $53.0 billion, $324.3 billion and $7.5 billion.

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significant international activities can transmittransmit financial problemsproblems fromfrom one countrycountry toto anotheranother duringduring a financial crisis. Banks with significant cross-bordercross-border activitiesactivities also maymay bebe moremore difficult to resolve becausebecause they requirerequire coordinationcoordination withwith foreign authoritiesauthorities and accessaccess toto foreign assets.

PNC will not materiallymaterially increase its cross-bordercross-border activitiesactivities asas aa resultresult ofof thethe ProposedProposed Transaction. As an initial matter, PNC is notnot acquiring any entitiesentities oror locationslocations outside thethe U.S.U.S. as part of the Proposed Transaction. Moreover, thethe cross-bordercross-border activitiesactivities ofof BBVABBVA BancsharesBancshares that PNC would acquire as partpart of thethe Proposed Transaction wouldwould bebe limited primarilyprimarily toto thosethose of BBVA Transfer (international remittances),remittances), some international wealthwealth advisoryadvisory servicesservices andand the limited cross-bordercross-border payment activities of BBVABBVA Bancshares'Bancshares’ customers.customers. Currently,Currently, PNCPNC engagesengages in only a small amount of cross-bordercross-border activities. PNCPNC has limited foreign operationsoperations through PNC Bank that,that, as noted above, primarilyprimarily consistconsist of the bank'sbank’s BahamasBahamas Branch,Branch, Toronto Branch and two subsidiaries, HarrisHarris WilliamsWilliams (financial advisoryadvisory servicesservices inin thethe European Union and U.K.) and PFS UK (asset-backed(asset-backed commercial loansloans inin thethe U.K.).U.K.).

When the crosscross-border-border activity ofof thethe combined company isis measuredmeasured usingusing thethe cross-cross- border indicators of the FR Y-15Y-15 report, it is evident thatthat thethe ProposedProposed TransactionTransaction wouldwould notnot result in material systemic risk underunder such indicators.indicators. In In evaluatingevaluating aa bankbank holdingholding company'scompany’s cross-bordercross-border activity, the relevant measures are a banking organization'sorganization’s totaltotal cross-jurisdictionalcross-jurisdictional claims and its total crosscross-jurisdictional-jurisdictional liabilities. BasedBased on PNC'sPNC’s and BBVABBVA Bancshares'Bancshares’ respective Form FR Y-15Y-15 reportsreports (as of September 30, 2020, butbut notnot including thethe BBVABBVA Bancshares'Bancshares’ activities that PNC would not acquire),acquire), thethe combined companycompany wouldwould havehave totaltotal cross-jurisdictionalcross-jurisdictional claimsclaims of $11.1 billionbillion and totaltotal cross-jurisdictionalcross-jurisdictional liabilities of $6.35 billion.billion. These amounts are only a fraction ofof thethe cross-bordercross-border activityactivity ofof thethe U.S.U.S. GSIBs.GSIBs6.63 3

Therefore, the Proposed Transaction wouldwould notnot resultresult in anyany meaningfulmeaningful increaseincrease inin PNC'sPNC’s crosscross-border-border operations or activities andand would not createcreate difficulties inin coordinatingcoordinating anyany resolution of the combined company oror otherwise increase thethe risk toto U.S.U.S. financialfinancial stability.stability.

ComplexityComplexity. . The complexity of a banking organization is relevant toto the FederalFederal Reserve'sReserve’s financial stability risk analysis becausebecause highly complex operations havehave aa broaderbroader impact on the financial system and generally are moremore difficult to resolveresolve ifif theythey fail.fail. The Proposed Transaction would notnot contribute toto the overall complexitycomplexity ofof thethe U.S.U.S. bankingbanking oror financial system. As noted, the Proposed Transaction does notnot involve thethe purchasepurchase oror assumption of any complex assets or liabilities. TheThe consolidated bankingbanking organizationorganization wouldwould not have an organizational structure, complex interrelationships or other uniqueunique characteristicscharacteristics that would complicate resolution of the firm, or otherwise posepose a significantsignificant riskrisk toto thethe financialfinancial system, in the event of ffinancialinancial distress. PNCPNC and BBVABBVA Bancshares,Bancshares, andand theirtheir subsidiarysubsidiary

63 These pro forma activity amounts for the combined company were calculated by adding such activity volumes 63 These pro forma activity amounts for the combined company were calculated by adding such activity volumes reported on PNC's and BBVA Bancshares' FR Y-15 reports (as of September 30, 2020), adjusted for the Excluded reported on PNC’s and BBVA Bancshares’ FR Y-15 reports (as of September 30, 2020), adjusted for the Excluded Subsidiaries. The much larger cross-jurisdiction claims and cross-jurisdiction liabilities reported by the U.S. GSIBs Subsidiaries. The much larger cross-jurisdiction claims and cross-jurisdiction liabilities reported by the U.S. GSIBs on their respective FR Y-15 reports were as follows: JPMC - $898.9 billion and $1.6 trillion; Bank of America - on their respective FR Y-15 reports were as follows: JPMC – $898.9 billion and $1.6 trillion; Bank of America – $521.8 billion and $864.5 billion; Wells Fargo - $160.0 billion and $228.7 billion; Citigroup - $1.0 trillion and $521.8 billion and $864.5 billion; Wells Fargo – $160.0 billion and $228.7 billion; Citigroup – $1.0 trillion and $2.0 trillion; Goldman Sachs - $474.4 billion and $850.2 billion; and Morgan Stanley - $352.1 billion and $2.0 trillion; Goldman Sachs – $474.4 billion and $850.2 billion; and Morgan Stanley – $352.1 billion and $661.0 billion. $661.0 billion.

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banks, have satisfactorilysatisfactorily complied withwith the regulatoryregulatory requirements forfor resolutionresolution planning,planning, andand PNC and PNC Bank expect to continue toto do so following consummation.consummation.

PNC and BBVA Bancshares each have relativelyrelatively simple organizational structuresstructures andand very limited nonbankingnonbanking subsidiaries. Following the Bank Merger, approximatelyapproximately 97%97% ofof thethe combined organizations total assets wouldwould bebe held byby oror throughthrough PNCPNC Bank.Bank. Accordingly,Accordingly, thethe vast majority of the combined organization'sorganization’s assets would continue toto bebe subjectsubject toto thethe well-well- established resolution processes underunder the FederalFederal DepositDeposit Insurance Act.Act.

In addition, whenwhen the complexity of the combined companycompany isis measuredmeasured usingusing thethe relevant indicators of PNC'sPNC’s and BBVABBVA Bancshares'Bancshares’ respectiverespective FormForm FRFR Y-15Y-15 reports,reports , itit isis alsoalso evident that the Proposed Transaction wouldwould notnot result in a materialmaterial increase inin systemicsystemic riskrisk under this factor. In evaluating a bank holdingholding company'scompany’s complexity, the relevantrelevant measuresmeasures are:are: a banking organization'sorganization’s total notional amount of over-the-counterover-the-counter ("OTC")(“OTC”) derivatives;derivatives; total amount of trading and available-for-saleavailable-for-sale securities andand equity securities withwith readilyreadily determinable fair values not held for trading (collectively, "Trading“Trading and AFSAFS Securities");Securities”) ; andand total illiquid and hardhard-to-value-to-value assets, known asas "Level“Level 3 Assets."Assets.” BasedBased on PNC'sPNC’s andand BBVABBVA Bancshares'Bancshares’ respective FR Y-15Y-15 reportsreports (as of September 30, 2020,2020, butbut notnot includingincluding thethe BBVABBVA Bancshares activities that PNC wouldwould not acquire), PNCPNC would havehave aa propro formaforma totaltotal notionalnotional amount of OTC derivatives of $516.95$516.95 billion,billion, totaltotal Trading and AFSAFS SecuritiesSecurities ofof $$98.3998.39 billion aandnd total Level 3 Assets of $5.06$5.06 billion.billion. TheseThese amounts are onlyonly a fractionfraction ofof such indicator totals reported byby the U.S.U.S. GSIBs.GSIBs.6464

For all these reasons, the Proposed Transaction wouldwould not significantlysignificantly increaseincrease financialfinancial stability risk underunder the complexity factor.

Conclusion on FinancialFinancial Stability Risk.Risk. InIn view ofof allall thethe foregoing,foregoing, thethe ProposedProposed Transaction will not result in greater or more concentrated risksrisks to thethe stability ofof thethe U.S.U.S. banking or financial system,system, and, therefore,therefore, the financial stability riskrisk considerationsconsiderations areare consistent with approvaapprovall of thethe Proposed Transaction. Moreover,Moreover, insteadinstead ofof increasingincreasing financialfinancial stability risk, the Proposed Transaction wouldwould reduce any financialfinancial stabilitystability risksrisks posedposed byby PNCPNC or BBVA Bancshares.Bancshares. As noted,noted, thethe Proposed Transaction willwill enable thethe combined companycompany toto achieve greater diversification of businessbusiness lines, customers and geographies,geographies , aa strengthenedstrengthened balance sheetsheet;; and enhanced earnings prospects. These importantimportant benefitsbenefits willwill enable thethe combined company to compete moremore effectively againstagainst thethe exponentiallyexponentially larger bankingbanking organizations that have steadily and disproportionately increased theirtheir bankingbanking andand financial service marketmarket share concentrations during the last decade.decade . In addition, asas aa resultresult ofof thethe Proposed Transaction, the assets and liabilities of BBVABBVA BancsharesBancshares wouldwould becomebecome subject toto the Supplementary Leverage Ratio and thethe Countercyclical Capital BufferBuffer requirementsrequirements ofof thethe

64 These pro forma activity amounts for the combined company are based on such activity volumes reported by PNC 64 These pro forma activity amounts for the combined company are based on such activity volumes reported by PNC and BBVA Bancshares, individually, on the FR Y-15 report (as of September 30, 2020), adjusted for the Excluded and BBVA Bancshares, individually, on the FR Y-15 report (as of September 30, 2020), adjusted for the Excluded Subsidiaries. Subsidiaries. In In contrast, the volumes of thesethese respectiverespective activities (total(total notionalnotional amountsamounts ofof OTCOTC derivatives,derivatives, amounts of Trading and AFS Securities, and Level 3 Assets amounts) reported by the significantly larger banking amounts of Trading and AFS Securities, and Level 3 Assets amounts) reported by the significantly larger banking organizations on their FR Y-15 reports were as follows: JPMC - $48.3 trillion, $238.8 billion and $16.4 billion; organizations on their FR Y-15 reports were as follows: JPMC – $48.3 trillion, $238.8 billion and $16.4 billion; Bank of America - $35.8 trillion, $198.3 billion and $10.8 billion; Wells Fargo - $11.9 trillion, $102.2 billion and Bank of America – $35.8 trillion, $198.3 billion and $10.8 billion; Wells Fargo – $11.9 trillion, $102.2 billion and $9.9 billion; Citigroup - $36.9 trillion, $9.9 billion; Citigroup – $36.9 trillion, $100.5 billionbillion andand $14.4 billion; GoldmanGoldman Sachs -– $39.4$39.4 trillion,trillion, $112.6 billion and $28.5 billion; and Morgan Stanley - $30.3 trillion, $142.4 billion and $15.3 billion. $112.6 billion and $28.5 billion; and Morgan Stanley – $30.3 trillion, $142.4 billion and $15.3 billion.

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banking agencies’agencies' regulatory capital rules, as well as the LCR and NSFR requirements that apply to PNC as a Category III banking organization.organization.6565

Additional information demonstrating that the Proposed Transaction would not result in any meaningful iincreasencrease in risks to the stability of the U.S. banking or financial system is provided in response to Item 22 below and in Exhibit 22 and Confidential Exhibit LL..

VI. Convenience and Needs of the Community

In acting on the Application, ssectionection 3 of the BHC Act requires the Federal Reserve to consider the effects of the proposal on the convenience and needs of the communities to be served.666 6 The Proposed Transaction will bring together two banking organizations with strong customer-orientedcustomer-oriented and ethical cultures, highly compatible business models, robust risk management systems and dedication to economically empower the communities they serve. In addition, the Proposed Transaction is consistent with PNC’sPNC's three strategic priorities: (1) expand its leading banking franchise to new markets and digital platforms; (2) deepen customer relationships by delivering a superior banking experience and financifinancialal solutions; and (3) leverage technology to innovateinnovate and enhance products, services, security and processes.processes.

PNC and BBVA Bancshares have aligned priorities that will reinforce PNC’sPNC's strong culture going forward. PNC will extend its operating philosophy to all of BBVA USA'sUSA’s constituents, including its customers, communities and employees. As PNC'sPNC’s CEO William Demchak has publicly stated, PNC'sPNC’s philosophy, as a Main Street Bank, is that “our"our prosperity will be proportional to the prosperity we help to create for our customers, communities where we operate and our employees.”employees." By prioritizing customers, PNC isis committed to providing high-high- quality products and service to all its customers, no matter the channel. PNC’sPNC's dedication to its communities is built on supporting the communities where it does business through strong local leadership and collaboratiocollaborationn with local organizations and groups. By investing in its employees, PNC places great importance on building diverse teams, with development of people for the right roles with the right skills doing their best work.

PNC'sPNC’s and BBVA Bancshares’Bancshares' shared prioritizationprioritization of customer service, community reinvestment and active community development is demonstrated in the Commitment to the CRA section below. As noted, both PNC Bank and BBVA USA have overall “Outstanding”"Outstanding" CRA performance ratings. In fact, PNC Bank has received an overall "Outstanding"“Outstanding” CRA performance rating in every evaluation since the CRA was enacted in 1977.1977. PNC will apply its outstanding CRA program and initiatives to the communities currently served by BBVA USA, while incorporating successful strategies and programs of BBVA USA, and will maintain close ties to the community organizations now served by each organization.

The Proposed Transaction will benefit both PNC/PNC Bank and legacy BBVA Bancshares/BBVA USA customers. For example, the PropProposedosed Transaction will benefit the

65 The Federal Reserve has previously noted that the expansionexpansion of more stringent prudential standards to the assets and liabilities acquired as part of a proposed transaction is a favorable consideration under the financial stability factor. See Morgan Stanley/E*Trade Order, FR Order 20202020-05-05 at p. 23 (Sept. 30, 2020),2020), available at https://www.federalreserve.gov/newsevents/pressreleases/files/orders2200930bl.pdf.https://www.federalreserve.gov/newsevents/pressreleases/files/orders20200930b1.pdf. 66 1212 U.S.C. § 1842(c)(5).1842(c)(5).

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legacy customers of BBVA USA andand PNC Bank byby providingproviding themthem withwith access toto thethe moremore expansive branch and ATM networks of the combined organization,organization , includingincluding branchesbranches inin 2929 ofof the 3300 largest metropolitan areas in the UnitedUnited States. As noted,noted, PNCPNC BankBank hashas branchesbranches inin thethe District of Columbia and 24 states, including many jurisdictionsjurisdictions inin whichwhich BBVABBVA USAUSA hashas nono branches, and BBVA USA has branches in four statesstates inin whichwhich PNC BankBank hashas nono branches.branches. TheThe Proposed Transaction also will accelerate PNC'sPNC’s strategicstrategic planplan to expandexpand its bankingbanking franchisefranchise toto new markets and help distribute itsits beneficialbeneficial products andand services toto customers acrossacross thethe nation. As a result, PNC will bebe less dependent on thethe slowerslower process ofof organicorganic growthgrowth andand dede novo branching to enter these new markets.markets. PNC intends toto grow thethe legacylegacy BBVABBVA USAUSA markets by offering a broader selection of productsproducts and services for consumer, businessesbusinesses andand institutions, while maintaining its prioritiespriorities ofof customercustomer servicesservices andand communitycommunity support.support.

As noted, there is not a significant overlap of PNCPNC Bank'sBank’s and BBVABBVA USA'sUSA’s branchbranch network. In the banking markets where they do overlap, PNC BankBank willwill carefullycarefully evaluateevaluate andand compare the locations of its branchesbranches and BBVA USA'sUSA’s branches, basedbased on numerousnumerous factorsfactors under its branch closing policies (e.g.,(e.g., performance, physicalphysical condition,condition, costs, potentialpotential adverseadverse impacts, alternative actions, other financial service providerprovider presence),presence), withwith a viewview toto minimizeminimize any potential adverse impacts on local communities.communities. In In census tractstracts wherewhere aa branchbranch ofof PNCPNC Bank and a branch of BBVA USA are extremely close together,together, PNC BankBank may choosechoose toto consolidateconsolidate the branches through a "short-distance“short-distance relocation."relocation.”667 7 InIn suchsuch aa branchbranch consolidation,consolidation, customers of the non-survivingnon-surviving branchbranch wouldwould notnot be materiallymaterially disadvantaged due toto thethe closeclose proximity of the two branches. PNC recognizes thatthat branchbranch closingsclosings maymay havehave anan impactimpact onon segments of the local community, even when another PNC locationlocation isis nearbynearby oror whenwhen aa majoritymajority of the branch'sbranch’s customers primarilyprimarily transact with PNC throughthrough non-branchnon-branch channels. ThatThat isis why PNC carefully considers a variety of factors beforebefore making anyany decisiondecision toto closeclose a branch,branch, provides clear and timely communicationscommunications toto customers aboutabout plannedplanned branch closings, andand where possible works to assist customers and thethe communitycommunity with thethe transition.

PNC does not expect to close oror consolidate any any BBVABBVA USA oror PNCPNC BankBank branchbranch thatthat isis located in an LMILMI census tract inin connectionconnection with the ProposedProposed Transaction. Furthermore,Furthermore, anyany branch consolidation or closure thatthat do resultresult from thethe Proposed Transaction willwill complycomply withwith allall 68 relevant law regulatory requirementsrequirements and guidance. 68

After consummation of the Proposed Transaction, PNCPNC will introduceintroduce its RegionalRegional President model in major BBVA USAUSA markets.markets. RegionalRegional Presidents playplay an importantimportant rolerole byby allowing PNC Bank to understand,understand, prioritizeprioritize and addressaddress thethe needs ofof thethe consumers,consumers, businessesbusinesses and communities in its locallocal markets.markets. The Regional PresidentPresident modelmodel directlydirectly supportssupports PNC'sPNC’s Main Street Bank approach. PNC'sPNC’s Regional Presidents live, work andand are involvedinvolved asas leadersleaders in the communities they serve.serve. They are responsibleresponsible forfor ensuringensuring thatthat PNC'sPNC’s full suitesuite ofof availableavailable products, services and community supportsupport activitiesactivities (e.g.,(e.g. , communitycommunity developmentdevelopment investments, charitable sponsorships and philanthropic giving)giving) are broughtbrought toto thethe marketmarket inin waysways

67 The OCC defines a "short-distance relocation" as meaning "moving the premises of a branch ... within a: 67 The OCC defines a “short-distance relocation” as meaning “moving the premises of a branch . . . within a: (1) One thousand foot-radius of the site if the branch ... is located within a principal city of an MSA; (2) One-mile (1) One thousand foot-radius of the site if the branch . . . is located within a principal city of an MSA; (2) One-mile radius of the site if the branch . . . is not located within a principal city, but is located within an MSA; or (3) Two- radius of the site if the branch . . . is not located within a principal city, but is located within an MSA; or (3) Two- mile radius of the site if the branch ... is not located within an MSA." 12 CFR § 5.3(1). mile radius of the site if the branch . . . is not located within an MSA.” 12 CFR § 5.3(l). 68 12 U.S.C. § 1831r-1. See, e.g., JointPolicy Statement ConcerningBranch ClosingNotices and Policies, 64 Fed 68 12 U.S.C. § 1831r-1. See, e.g., Joint Policy Statement Concerning Branch Closing Notices and Policies, 64 Fed Reg. 34,944 (June 29, 1999). Reg. 34,944 (June 29, 1999).

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that resonate most effectively in those communities,communities, and serve asas aa single pointpoint ofof contactcontact toto PNC'sPNC’s CEO, accountable for being the voice of their respective markets.markets.

The complementary cultures and businessesbusinesses ofof PNC/PNCPNC/PNC BankBank and BBVABBVA Bancshares/BBVA USA create other synergistic opportunities andand benefitsbenefits for customers.customers. ForFor example,example, the Proposed Transaction would enhance the financial solutions availableavailable forfor legacy customers of BBVA USA and attract newnew customers acrossacross aa broaderbroader setset of markets.markets. LegacyLegacy customers of BBVA Bancshares and BBVA USAUSA willwill benefitbenefit from PNC'sPNC’s innovativeinnovative VirtualVirtual Wallet8Wallet® digital experiences, including Calendar, MoneyMoney Bar,Bar, Savings RulesRules andand Tools,Tools, Spending Analysis and Budgets. PNC Bank alsoalso offers capabilities notnot currently availableavailable toto BBVABBVA USAUSA customers, including Zelle8Zelle® to make real-timereal-time secure person-to-personperson-to-person payments,payments, ExpressExpress Funds8Funds® toto enable faster access toto check deposits and PNCPNC Pay, which isis PNC'sPNC’s mobilemobile wallet.wallet. BBVA USA'sUSA’s small business customers also would benefit fromfrom PNCPNC Bank'sBank’s CashCash FlowFlow Insight,8Insight,® which provides a robust set of cash management toolstools toto smallsmall businesses.businesses. TheseThese toolstools include: (1) multiple users and account delegation capabilities with customcustom entitlements, limitslimits and pre-definedpre-defined roles; (2) month-to-datemonth-to-date cash flow overview for all small businessbusiness depositdeposit customers; (3) integrated invoicing withwith brandedbranded paymentpayment portal, auto paypay andand autoauto reminders;reminders; (4) integrated business check deposit withwith scanner; (5)(5) integratedintegrated payablespayables withwith documentdocument management, approval workflows and positive pay; and (6) integratedintegrated merchantmerchant salessales information and merchant services statements.statements.

PNC Bank also offers enhanced security,security, authentication and fraud-monitoringfraud-monitoring capabilities in its digital/mobile offerings, providing enhanced customer control and card managementmanagement tools.tools. Therefore,Therefore, legacy BBVA USA customers also will benefitbenefit fromfrom PNCPNC Bank'sBank’s experienceexperience inin reducing risk and increasing customer control in customer-permissionedcustomer-permissioned datadata sharingsharing whenwhen usingusing external financial apps.

Moreover, the Proposed Transaction willwill provideprovide PNC enhancedenhanced scale and opportunitiesopportunities for further technology investments toto meet thethe evolving needs ofof customerscustomers forfor digitaldigital bankingbanking solutions and enhanced cybersecurity protections,protections, andand therebythereby benefitbenefit legacy PNCPNC BankBank andand BBVA USA customers and newnew customers of the combinedcombined bank.bank. PNC willwill continue toto investinvest in products and services, including throughthrough newnew technologies,technologies , toto meetmeet thethe evolving digital needsneeds of customers.

The Proposed Transaction also willwill benefit thethe convenienceconvenience andand needsneeds ofof thethe customers and communities served by BBVA USA through thethe availabilityavailability ofof PNC'sPNC’s andand PNCPNC Bank'sBank’s broader array of products and services across multiple lines of business.business. ForFor example,example, PNCPNC andand PNC Bank offer a broader selection of productsproducts and servicesservices in thethe followingfollowing areas:

* BusinessBusiness banking (e.g.,(e.g. , broaderbroader array ofof depositdeposit accounts andand lendinglending options,options, andand industry specializations, includingincluding women-women- and veteran-ownedveteran-owned businessesbusinesses andand universities); * Home  Home equity products; * Commercial  Commercial lending and lease financing servicesservices (e.g.,(e.g. , broaderbroader middle-marketmiddle-market business offerings; assetasset-based-based lending; active equipmentequipment leasing;leasing; vendorvendor finance;finance;

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more specialization to provide tailored servicesservices andand financing solutions toto commercialcommercial customers; and commercial real estate loanloan servicing);servicing);

* Cash and treasury management services;

* Capital markets services;

* Personal and institutional asset managementmanagement (including servicesservices cateredcatered toto pension/retirement plans, industry-tailoredindustry-tailored investment managementmanagement solutions andand other services such as outsourced chief investment officer,officer, liquidityliquidity and fixedfixed incomeincome management);

* Advisory services (e.g.,(e.g. , mergers and acquisitions, privateprivate equity and publicpublic equityequity fundraising, and ESOP services);

* Organization financial wellness solutions for employees of companies (including(including financial servicesservices and education); and

* Retail securities brokerage (including moremore products and managedmanaged moneymoney offerings).offerings).

Legacy customers and communities of BBVABBVA Bancshares andand BBVA USAUSA willwill alsoalso benefit from PNC’sPNC's charitable initiatives,initiatives, including itsits signaturesignature PNCPNC Grow Up GreatoGreat® programprogram that supports early childhood education forfor LMILMI childrenchildren and communities.communities. ThisThis programprogram isis discussed in more detail in the Commitment toto the CRA sectionsection below.below.

PNC and PNC Bank customers will benefitbenefit fromfrom access toto thethe internationalinternationa l remittanceremittance services of BBVA Transfer. These services currently enableenable eligible usersusers toto initiateinitiate remittanceremittance transactions securely fromfrom BBVA USA retail branchesbranches forfor aa low feefee andand send fundsfunds toto anyany in-in- network financial institution where the designated recipientrecipient cancan pickpick upup the fundsfunds uponupon providingproviding appropriate identification and without a fee charged to thethe recipient. EligibleEligible consumer usersusers cancan also initiate transactions using BBVA USA'sUSA’s online banking and mobilemobile bankingbanking optionsoptions forfor account-to-accountaccount-to-account transfers,transfers, subject toto certain security protocols.protocols. SuchSuch servicesservices willwill assist helphelp PNC Bank betterbetter meet thethe needs of its retail and small business customers.

In addition, PNC believesbelieves that the expanded scale of the combinedcombined company andand bankbank will benefit legacy BBVA Employees and PNCPNC EmployeesEmployees byby providingproviding newnew growthgrowth andand development opportunities associated with an organization thatthat hashas nationalnational geographicalgeographical reach.reach. ThereThere will be opportunities for legacylegacy BBVA EmployeesEmployees and PNC EmployeesEmployees toto applyapply forfor newnew positionspositions across the combined organization'sorganization’s expanded footprint.footprint. InIn addition,addition, PNC offersoffers allall ofof its fullfull-time-time employees, including retail branchbranch employees,employees, a $15$15 perper hourhour minimum wage.wage. PNCPNC expects to expand this minimumminimum wage overover timetime toto cover allall BBVABBVA EmployeesEmployees (including(including BBVA USA branch employees) who become employees of PNC.PNC. PNCPNC will alsoalso provideprovide itsits high-qualityhigh-quality employee training, leadership and development programsprograms to legacylegacy BBVABBVA Employees and PNC Employees in order toto continue to retainretain (and(and attract)attract) thethe industry'sindustry’s toptop talent across all its operations. As noted,noted, PNC will alsoalso offer comprehensive benefitsbenefits and programs, including a defined benefit cash balancebalance pensionpension planplan toto BBVA EmployeesEmployees whowho joinjoin PNC. FForor those eligible employees who are enrolled with PNC-offeredPNC-offered healthhealth insuranceinsurance

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programs,programs, PNC provides access to a HealthHealth Savings AccountAccount andand funded dollarsdollars earnedearned fromfrom wellness participation, which will support thethe employees'employees’ near-termnear-term wellness,wellness, asas wellwell asas theirtheir long-termlong-term needs for financial security.security.

PNC and BBVA Bancshares are bothboth strong corporate citizens,citizens, withwith well-establishedwell-established reputationsreputations for serving all segments ofof theirtheir communities, including byby prioritizingprioritizing communitycommunity reinvestment, supporting sustainable practices,practices, promotingpromoting diversity andand inclusion,inclusion, addressingaddressing systemic racism and fostering the economic empowerment ofof disadvantageddisadvantaged communities.communities. TheThe synergies from the Proposed Transaction include the important diversity and inclusioninclusion prioritiespriorities of PNC and BBVA in their respectiverespective operations. BothBoth PNCPNC and BBVABBVA prioritizeprioritize diversity andand inclusion in their respectiverespective workplaces, as well as in theirtheir supplysupply chainschains and communities.communities. They each have developed a culture that values diversity and demonstratesdemonstrates inclusion.

At PNC, the commitment to diversitydiversity and inclusion starts atat thethe toptop of thethe organization,organization, and is reflected in the composition of PNC'sPNC’s Board ofof DirectorsDirectors and seniorsenior management.management. OfOf PNC'sPNC’s 12 outside directors,directors, four (33%) are womenwomen and threethree (25%)(25%) areare peoplepeople ofof color.color. Likewise, of the 1122 directdirect reports toto PNC'sPNC’s CEO, five (42%) areare womenwomen andand threethree (25%)(25%) areare people of color. In addition, PNC has a comprehensive programprogram toto support diversity andand inclusion throughout the organization, including,including, among others: (1)(1) trainingtraining of managersmanagers andand employeesemployees on unconscious bias and micro-behaviorsmicro-behaviors thatthat impactimpact inclusion; (2)(2) sponsoredsponsored employee dialogues, including town hall meetings, on diversity, equity andand inclusioninclusion acrossacross thethe company; (3) Employee Business Resource GroupsGroups and mentoring programsprograms that supportsupport employees who are minorities, women,women, LGBTQ+,LGBTQ+, military veterans, or disabled; andand (4)(4) aa Diversity Trends Tool for managers that providesprovides aa viewview of talenttalent trendstrends and modelsmodels howhow manager decisions influence diverse representationrepresentation in hiring, promotionspromotions andand terminations.terminations.

PNC is committed to building a diverse, equitable andand inclusive workplace atat allall levels. PNC'sPNC’s prioritization of diversity and inclusion will bebe reinforcedreinforced byby its acquisitionacquisition ofof BBVABBVA Bancshares. BBVA Bancshares hashas encouraged diversity in thethe workplaceworkplace throughthrough theirtheir employment and workplace policies that focus on reaching andand includingincluding peoplepeople of color, peoplepeople with disabilities, veterans and those that identify asas LGBTQ+.LGBTQ+ . Among Among otherother activities,activities, BBVABBVA Bancshares:Bancshares: (1) formedformed a Workplace DiversityDiversity and Inclusion Counsel inin 20132013 toto lead initiatives and implement bestbest practices companywide to promotepromote diversity andand inclusion inin eacheach businessbusiness unit; (2) formedformed its first BusinessBusiness Resource Group, WomenWomen in Leadership, inin 20172017 toto increaseincrease engagement forfor women in the bankbank and provide a forumforum for mentorship,mentorship, sponsorship, professional development and networking; (3) launchedlaunched a second BusinessBusiness ResourceResource Group toto support LGBTQ employees across BBVA USA'sUSA’s seven-stateseven-state footprintfootprint (with(with plansplans underwayunderway toto launch twotwo new groups for Black and Hispanic/Latinx employees); andand (4)(4) implementedimplemented internalinternal training on unconscious bias,bias, racial equality and social justicejustice toto helphelp eliminateeliminate workplaceworkplace andand societal inequality. To support diversity in hiringhiring employees, BBVABBVA USAUSA hashas alsoalso partneredpartnered with Historically Black Colleges and UniversitiesUniversities and Hispanic-servingHispanic-serving institutions,institutions, and workforce organizations that focus on addressing thethe employmentemployment needsneeds ofof peoplepeople ofof color,color, women and military veterans.

In addition, PNC Bank and BBVABBVA USAUSA each have supported diverse businessesbusinesses throughthrough their supplier diversity programsprograms and suppliersupplier contracting practices.practices. Through thesethese suppliersupplier diversity programs and practices, PNC Bank and BBVABBVA USAUSA havehave increasedincreased the contractingcontracting

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opportunities for businessesbusinesses owned by minorities, women, militarymilitary veterans,veterans, LGBTQ+LGBTQ+ individuals, and persons with disabilities, and otherother disadvantaged andand small businessbusiness enterprises. They have also built productive relationships withwith national and regionalregional suppliersupplier organizationsorganizations that certify such businesses, which willwill continue. AfterAfter consummationconsummation ofof thethe Proposed Transaction, PNC Bank will continue its supplier diversitydiversity prioritization,prioritization, programsprograms andand practices,practices, while integrating thethe best practicespractices from BBVABBVA Bancshares asas appropriate.appropriate.

The combination of such strong and ethical cultures willwill facilitate thethe integrationintegration processprocess and further strengthen PNC and PNC Bank'sBank’s commitment toto diversitydiversity andand inclusion of all itsits keykey constituents, namely its customers, communities and employees.employees.

For information on thethe many awards and recognitionsrecognitions thatthat PNCPNC and BBVABBVA Bancshares,Bancshares, respectively, have received inin recent years, including for employment, militarymilitary and veteranveteran support, environmental sustainability, and diversity and inclusion,inclusion, pleaseplease seesee ExhibitExhibit 2323 andand Exhibit 24.24. For more detailed information about the diversity and inclusioninclusion actionsactions ofof PNCPNC and BBVA Bancshares, please see ExhibitExhibit 25 and ExhibitExhibit 26,26, respectively. AdditionalAdditional responsiveresponsive information is provided in Confidential Exhibit M.M.

Based on all the foregoing, it is evident that the convenienceconvenience and needsneeds ofof thethe communities and other constituents of PNCPNC and BBVABBVA BancsharesBancshares willwill bebe favorablyfavorably servedserved byby the Proposed Transaction.

VII. Commitment to the CRA

PNC Bank and BBVA USA share an unwavering commitmentcommitment toto supportingsupporting thethe communities they serve. This commitment is reflectedreflected inin PNCPNC Bank'sBank’s andand BBVABBVA USA'sUSA’s overall CRA performance ratingsratings of "Outstanding"“Outstanding” at theirtheir mostmost recent evaluations.evaluations. Moreover,Moreover, PNC Bank has consistently earned the toptop CRA rating of "Outstanding"“Outstanding” inin every performanceperformance evaluation issued since enactment of the CRA moremore than 40 years ago.ago. PNCPNC Bank willwill continuecontinue the outstanding CRA performance legacieslegacies of PNCPNC BankBank andand BBVA USAUSA afterafter consummationconsummation of the Proposed Transaction. Through executiveexecutive leadership,leadership, strategic investmentsinvestments andand employeeemployee volunteerism, PNC Bank willwill help to build strong communities and createcreate financialfinancial opportunitiesopportunities for individuals, families and businesses throughout PNC Bank'sBank’s andand BBVABBVA USA'sUSA’s combinedcombined communities.

FollowingFollowing consummation of the Proposed Transaction,Transaction, PNCPNC Bank willwill extend itsits highlyhighly successful community reinvestment program into thethe communities currentlycurrently served byby BBVABBVA USA, while integrating successful strategies and programsprograms of BBVABBVA USAUSA wherewhere appropriate.appropriate. PNCPNC Bank intends to expand its community reinvestmentreinvestment programprogram andand strategiesstrategies thatthat havehave mademade it successful in meeting the financial needs of all customers and communitiescommunities intointo thethe newnew assessment areas. This willwill include offering deposit and lendinglending productsproducts thatthat are designeddesigned toto address the needs of LMI families and communities. InIn addition,addition, thisthis willwill includeinclude servingserving community-basedcommunity-based organizations, developers who workwork inin affordable housinghousing andand otherother areasareas ofof community development and small businesses,businesses, while providingproviding bankingbanking servicesservices thatthat areare convenient and accessible. Furthermore, PNC will expand its RegionalRegional PresidentPresident modelmodel toto encompass the new BBVA USAUSA markets. This model embedsembeds a RegionalRegional PresidentPresident andand ClientClient and Community Relations teamsteams in major local markets,markets, which areare responsible for coordinating

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PNC'sPNC’s community and civic engagement and charitable giving,giving, and tailoringtailoring thosethose activitiesactivities toto the unique needs of the local market.market. PNC BankBank is carefully evaluatingevaluating BBVABBVA USA'sUSA’s current consumer productsproducts and ccommunityommunity development programsprograms so thatthat PNCPNC BankBank maymay integrateintegrate thethe strongest components into its community reinvestment programprogram and continuecontinue its unbrokenunbroken recordrecord of overall “Outstanding”"Outstanding" CRA performance,performance, including inin its expandedexpanded assessmentassessment areas.areas. PleasePlease see Confidential Exhibit L for additional information.information.

PNC Bank supports thethe communities wherewhere it conductsconducts business through,through, amongamong other things, project and organizational financing, jobjob creation, locallocal infrastructure investments,investments, homehome loans, small business loans,loans, financial education and sponsorships. PNCPNC BankBank plansplans toto expandexpand many of its current programsprograms into BBVA USA'sUSA’s CRACRA assessmentassessment areas.areas . These These programsprograms include,include, but are not limited to:

* The PNC Foundation, which,which, inin conjunction withwith PNCPNC Bank,Bank, providedprovided moremore thanthan $80 million in charitable giving in 2019,2019, thethe majoritymajority of which supportssupports education,education, the arts and community and economic development.

* The PNC Grow Up GreatGreato® program,program, PNC'sPNC’s signaturesignature $500$500 million,million, multi-year,multi-year, bilingual initiative focused on early childhood education. Since thethe program'sprogram’s launchlaunch in 2004, thethe PNC FoundationFoundation hashas awardedawarded $180 millionmillion inin grantsgrants toto supportsupport high-high- quality early education and supported more thanthan 6.96.9 millionmillion children-particularlychildren—particularly underserved children -– throughoutthroughout 25 states and the DistrictDistrict of Columbia. RoughlyRoughly 73,000 PNC EmployeesEmployees have volunteeredvolunteered nearlynearly 985,000985,000 hourshours throughthrough aa progressiveprogressive policy that provides employees with up to 4040 hourshours ofof paidpaid volunteervolunteer timetime offoff annually, and have donated moremore than 1.4 million itemsitems for useuse in preschoolpreschool classrooms or for the personal well-beingwell-being ofof youngyoung children.children.

* PNC'sPNC’s Regional President model and Community DevelopmentDevelopment BankingBanking group.group.

* PNC BankBank's’s highly ratedrated CRA program,program, whichwhich includes:includes:

o" Access to affordable rental housing, which is afundamental fundamental needneedfor for low-low- income familiesfamilies and seniors.seniors. PNC Bank hashas moremore thanthan $9.9 billionbillion inin affordable housing equity investmentsinvestments underunder managementmanagement and isis thethe largestlargest low-incomelow-income housinghousing taxtax creditcredit ("LIHTC")(“LIHTC”) syndicator/investor in thethe U.S.U.S. National MultifamilyMultifamily HousingHousing Council.Council.

o Financing to create jobsjobs and drive investmentinvestment in distresseddistressed urbanurban andand ruralrural communities. In 2003, PNC BankBank pioneeredpioneered investinginvesting inin thethe NewNew MarketMarket TaxTax Credits ("NMTC")(“NMTC”) program, providingproviding equity capitalcapital toto projectsprojects thatthat createcreate jobsjobs and drive investment in somesome of thethe country'scountry’s mostmost distresseddistressed urbanurban andand rural communities. To date, PNCPNC hashas mademade moremore thanthan $4$4 billionbillion inin QualifiedQualified Equity Investments under thethe program and managedmanaged $758 millionmillion ofof NMTCNMTC allocations from thethe U.S. Treasury Department.Department.

InIn June 2020, PNC also announced a pledge ofof moremore than $1 billionbillion toto helphelp endend systemicsystemic racism and support economic empowerment of Black and LMILMI communities.communities. TheThe majoritymajority ofof

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this additional funding will bebe implemented throughthrough PNC Bank'sBank’s CommunityCommunity Development Banking team’steam's lending and investinginvesting activities and its financialfinancial educationeducation andand otherother communitycommunity development service activities. AlthoughAlthough PNC hashas longlong demonstrated aa firmfirm commitmentcommitment toto help the LMI communities in its CRA assessment areas,areas, its workwork implementing thisthis newnew $1 billion pledge will focus more deliberately onon BlackBlack communities in itsits existingexisting andand post-post- transaction expandedexpanded CRA assessment areas. ThisThis pledgepledge will bebe supplemented withwith $50$50 millionmillion in additional charcharitableitable support for nationalnational and local actionsactions thatthat willwill help eliminate systemicsystemic racism and promote social justice.justice.

Areas of focus for the $1 billion allocationallocation include:

* Economic Empowerment of LMI individuals, including leveragingleveraging PNCPNC Bank'sBank’s community development productsproducts and services andand a focus on financialfinancial managementmanagement behaviors -– from basic money managementmanagement skills toto moremore sophisticatedsophisticated behaviorsbehaviors like homebuying,homebuying, using home equity and diversifyingdiversifying investments.investments.

* Education across every age range inin LMI communities -– fromfrom birthbirth toto ageage fivefive through thethe PNC Grow Up GreatoGreat® early childhood education initiative,initiative, toto secondarysecondary and collegiate tracks focused on skill building,building, jobjob readinessreadiness and achievementachievement inin higher education.

* Entrepreneurship support, including everythingeverything from teachingteaching entrepreneurialentrepreneurial basicsbasics to ensuring accessaccess toto capital necessary toto spur Black-ownedBlack-owned economic growth,growth, toto creating opportunities for Black-ownedBlack-owned firmsfirms toto capitalize onon professionalprofessional services and other revenue opportunities.

* Policy, PhilanthropyPhilanthropy and Cultural Investment Investment via strategic applicationapplication of PNC'sPNC’s corecore competencies across multiple departments andand leveraging thethe financial resourcesresources ofof both the company and thethe PNC Foundation.Foundation.

PNC'sPNC’s pledge also includes enhancing its existing employeeemployee matching gift programprogram toto include support for qualifying nonprofit organizationsorganizations thatthat supportsupport economiceconomic empowerment andand social justicejustice educational efforts,efforts, and extending the 4040 hourshours ofof paidpaid time offoff thatthat employeesemployees receive annually to volunteer through PNC Grow Up GreatoGreat® toto includeinclude volunteeringvolunteering forfor qualifying social justicejustice and economic empowerment nonprofits.nonprofits.

BBVA USA has also pledgedpledged significant support toto assist itsits locallocal communities andand empower disadvantaged individuals and families. For example, BBVABBVA USAUSA inin 20192019 announcedannounced a sixsix-year-year (2020-2025)(2020-2025) pledge to provideprovide up to $15 billionbillion inin lending,lending, investmentsinvestments and servicesservices toward supporting LMI individuals and neighborhoods.neighborhoods. ThisThis pledgepledge includedincluded upup toto $7.3$7.3 billionbillion for small business lending,lending, $4 billionbillion inin community developmentdevelopment lending,lending, $3 billionbillion forfor LMILMI mortgage lending and $1.1 billion in community developmentdevelopment investments.investments. This announcementannouncement followed BBVA USA'sUSA’s successful completion of a five-year,five-year, $11 billionbillion communitycommunity pledgepledge thatthat ran through 2019, concludingconcluding with overover $13 billionbillion inin loans andand investments.investments.

PNC expects to honor the community pledges previouslypreviously mademade byby bothboth PNCPNC andand BBVABBVA USA. At the same time, PNC is lookinglooking forward to mappingmapping out,out, in consultation withwith BBVABBVA

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USA, new ways the cocombinedmbined PNC/BBVAPNC/BBVA Bancshares organization can supportsupport locallocal communities and assist disadvantaged groups across the combined organization'sorganization’s entire footprint.footprint. PNC expectexpectss to engage with community partners,partners, bothboth inin ourour currentcurrent footprintfootprint andand BBVA USA'sUSA’s markets, to identifyidentify ways that thethe combinedcombined organization can helphelp serveserve thethe banking and credit needs of the organization'sorganization’s entire communities, including LMI,LMI, AfricanAfrican American and other minority individuals and neighborhoods.neighborhoods.

Additional details on these and other activities byby PNC BankBank and BBVABBVA USAUSA toto supportsupport its communities are provided below.

A. PNC Bank CRA Performance Record

PNC Bank'sBank’s CRA performance record demonstratesdemonstrates its firmfirm commitmentcommitment toto servingserving thethe credit and other banking needs of all thethe communities inin its CRA assessmentassessment areas.areas. AsAs demonstrated below,below, PNC Bank'sBank’s outstanding CRA performanceperformance includes: activeactive directdirect mortgage lending to LMI individuals, including throughthrough proprietaryproprietary mortgagemortgage loan programs;programs; offerings of lowlow-cost-cost deposit accounts forfor unbankedunbanked oror under-bankedunder-banked individuals;individuals; aa highhigh volumevolume of small loans to small businesses, including to businessesbusinesses in LMILMI communities;communities; aa significantsignificant amount of community development loans, investmentsinvestments and grants; an extensive branchbranch network,network, includingincluding in LMI communities; award award-winning-winning digital bankingbanking services;services; andand a highhigh levellevel ofof community development services through encouragement ofof employeeemployee volunteerismvolunteerism andand otherother initiatives.

PNC BankBank's’s Community Development BankingBanking group,group, consistingconsisting ofof approximatelyapproximately 90 employees, is dedicated to improving LMI neighborhoodsneighborhoods andand thethe qualityquality of lifelife forfor residentsresidents through financing and service that meets the traditional definitions of community development.development. Community Development Banking also serves as aa connector, assisting communitycommunity groupsgroups andand developers to work with government agencies to identifyidentify other sources forfor technical,technical, financialfinancial and investment support.

Community Development Banking is housed within PNC'sPNC’s Corporate ResponsibilityResponsibility Group, as are PNC'sPNC’s Diversity & InclusionInclusion team,team, Community Affairs (including(including thethe PNCPNC Foundation),Foundation), CorporateCorporate Social Responsibility and thethe CorporateCorporate ResponsibilityResponsibility Group Operations team. This organizational structure allows PNCPNC to maximizemaximize its enterprise-wideenterprise-wide strengths to serve the communitiescommunities across its footprint,footprint, andand providesprovides centralized governance ofof the commitments the company makesmakes toto those communities. TheThe leaderleader ofof thethe CorporateCorporate SocialSocial Responsibility Group is a member of PNC'sPNC’s Executive Committee, thethe mostmost seniorsenior managementmanagement committee within PNC.

To help expand its community reinvestment activities, PNCPNC formed thethe PNCPNC FoundationFoundation in 1969.1969. The PNC Foundation’sFoundation's priority is to create partnershipspartnerships withwith community-basedcommunity-based nonprofit organizations to enhance educational opportunitiesopportunities to childrenchildren of LMI familiesfamilies andand other underserved populations, withwith particularparticular emphasis on early childhoodchildhood education, andand toto promote the growth of communities through economic development initiatives. WorkingWorking inin partnership with the Regional Presidents,Presidents, ClientClient and CommunityCommunity RelationsRelations personnelpersonnel andand Community Development Banking teams, grant decisions areare made at thethe locallocal levellevel throughthrough local distribution committees. This is consistent withwith PNC'sPNC’s Main Street BankBank approach andand thethe

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understanding that local PNC EmployeesEmployees are bestbest positionedpositioned toto understandunderstand thethe needsneeds ofof theirtheir communities and make the funding decisions that willwill have thethe greatestgreatest impact. AsAs partpart ofof thethe PNC Grow Up GreatGreato® program,program, thethe PNC FoundationFoundation provides grants toto nonprofitnonprofit organizationsorganizations that serve childrchildren,en, primarily from LMI families, through:through: (1)(1 ) directdirect services oror programsprograms forfor children in their classroom or community; (2)(2) professionalprofessional developmentdevelopment oror workforceworkforce development for early childhood educators; and/or (3)(3 ) familyfamily or community engagementengagement inin children'schildren’s early learning.

In its economic development endeavors, the PNCPNC Foundation prioritizesprioritizes communitycommunity development initiatives that strategically promote thethe economic growth ofof LMILMI communities and/or provide needed services to these communities. Such activitiesactivities includeinclude supportsupport ofof thethe following focus areas:

* Affordable housing.housing. The PNC Foundation providesprovides support toto nonprofitnonprofit organizations that develop affordable housing, provideprovide counselingcounseling andand servicesservices toto help LMI individuals maintain their housing, offeroffer transitional housinghousing unitsunits andand programs, and offer credit counseling assistanceassistance toto individuals toto helphelp themthem prepareprepare for homeownership.

* Economic development.development. Because small businessesbusinesses areare criticalcritical componentscomponents ofof community growth and help foster business development,development, thethe PNCPNC FoundationFoundation provides support to nonprofit organizations thatthat offeroffer technicaltechnical assistance to,to, oror loanloan programs for, small businesses located in LMILMI areas,areas, or support small businessesbusinesses thatthat employ LMI individuals.

* Community services.services. The PNCPNC Foundation supports jobjob trainingtraining programsprograms for LMILMI individuals, as wellwell as organizations that provide essential servicesservices forfor theirtheir families.families. This includes thethe construction of community facilitiesfacilities thatthat benefitbenefit LMILMI communitiescommunities and support for a variety of community needs.

* Revitalization and stabilizationstabilization ofLMIof LMI areas.areas. Support Support isis providedprovided toto organizationsorganizations that help stabilize communities, eliminate blightblight andand attract and retainretain businessbusiness andand residents to the community, thusthus helpinghelping toto improve livingliving and workingworking conditionsconditions for LMI individuals.

* Arts and culture.culture. Support isis providedprovided forfor cultural enrichment programsprograms benefittingbenefitting communities.

As both PNC and BBVA Bancshares havehave charitablecharitable foundations, itit isis expectedexpected thatthat thethe two foundations will be merged intointo a singlesingle PNCPNC Foundation uponupon consummation ofof thethe HoldcoHoldco Acquisition,Acquisition, or shortly thereafter.thereafter. The PNC FoundationFoundation engagesengages inin manymany of thethe samesame charitablecharitable grant making efforts as the BBVA Foundation,Foundation, and mergingmerging thethe two foundationsfoundations willwill helphelp simplify corporate governance and promote efficiency in meetingmeeting charitablecharitable goals.goals. PNCPNC BankBank isis also conducting due diligence regarding BBVA FoundationFoundation grantsgrants toto ensure thatthat thethe combinationcombination of the foundations would bebe consistent with applicableapplicable state and federalfederal law.law. PNCPNC lookslooks forwardforward to mapping ooutut ways the combined foundationfoundation can supportsupport LMILMI individualsindividuals andand neighborhoodsneighborhoods throughout PNC the expanded footprint of the combined organization.organization.

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1. PNC Bank'sBank’s Most Recent CRACRA PerformancePerformance Evaluation

PNC Bank received an overall CRA performanceperformance ratingrating ofof "Outstanding"“Outstanding” at its mostmost recent evaluation by thethe OCC, as of December 31, 2016, whichwhich thethe OCCOCC releasedreleased onon MarchMarch 29,29, 2018 (the "2018“2018 CRA Evaluation").Evaluation”). PNC BankBank achievedachieved an "Outstanding"“Outstanding” ratingrating forfor eacheach ofof thethe Lending Test, Investment Test and Service Test in the 2018 CRA Evaluation.Evaluation. TheThe evaluationevaluation period for home mortgage loans, small loans toto businessesbusinesses and farms, andand retailretail servicesservices waswas thethe calendar years 2012 throughthrough 2016, and the evaluation periodperiod forfor communitycommunity developmentdevelopment loans,loans, qualified investments and community development servicesservices was JulyJuly 9, 2012,2012 , throughthrough December 31, 2016 (collectively, the "Evaluation“Evaluation Period").Period”). TheThe 20182018 CRA EvaluationEvaluation covered PNC Bank’sBank's CRCRAA assessment areas in 17 states, andand also in 15 MultistateMultistate MetropolitanMetropolitan AreasAreas ("MMAs").(“MMAs”).

In determining that PNC Bank'sBank’s CRACRA performance was "Outstanding,"“Outstanding,” thethe OCC citedcited the following findings as major favorable factorsfactors concerning PNC Bank'sBank’s products,products, programsprograms and services under the different CRA performance tests:

Lending Test

* PNC Bank'sBank’s lending levelslevels reflectedreflected excellent responsiveness to thethe creditcredit needsneeds ofof its CRA assessment areas.

* The geographic distribution of PNCPNC Bank'sBank’s home mortgagemortgage loans andand smallsmall loansloans toto businesses reflected excellent penetration throughout PNC Bank'sBank’s CRACRA assessmentassessment areas.

* The borrower distribution of PNC Bank'sBank’s lending activities reflectedreflected anan excellentexcellent penetration amount of retail customers of different incomeincome levelslevels andand businessbusiness customerscustomers of different sizes.

* PNC Bank usedused innovative or flexible homehome mortgage lendinglending programsprograms toto serveserve itsits assessment areas’areas' credit needs,needs, including the following proprietaryproprietary programs:programs:

o The PNC Community MortgageMortgage is thethe bank'sbank’s portfolioportfolio mortgagemortgage programprogram thatthat is designed for LMI borrowersborrowers andand for propertiesproperties inin LMILMI geographies.geographies. ThisThis program allows for flexible underwritingunderwriting guidelines, includingincluding acceptance ofof alternative credit sources and non-traditionalnon-traditional credit historyhistory sources (e.g.,(e.g. , rentalrental history and utilityutility payments),payments), requiresrequires aa low down paymentpayment of 3%,3%, andand hashas nono mortgage insurance requirement.requirement.

. PNC BankBank originated almost 1,900 PNC CommunityCommunity MortgagesMortgages totalingtotaling over $227.2 millionmillion during thethe PNC BankBank EvaluationEvaluation Period.

o The PNC Closing Cost AssistanceAssistance Grant,Grant, whichwhich providesprovides aa borrowerborrower upup toto $1,500 for use with thethe PNC Community Mortgage, FannieFannie Mae'sMae’s HomeReady Mortgage, Freddie Mac'sMac’s HomePossibleHomePossible Mortgage, andand PNC'sPNC’s conventional 1515-year-year and 30-year30-year mortgages. This grantgrant isis aa forgivableforgivable

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subsidy that can bebe usedused for closing costs and prepaidprepaid itemsitems forfor purchasepurchase andand refinance transactions.

.* PNC BankBank extended overover 6,600 PNC ClosingClosing CostCost AssistanceAssistance Grants totaling over $9.5 millionmillion duringduring thethe PNCPNC BankBank EvaluationEvaluation Period.

 PNC Bank made more thanthan 1,270 community developmentdevelopment loansloans totalingtotaling $5.37 billion across its CRA assessment areasareas during thethe PNCPNC BankBank EvaluationEvaluation Period.

 Examples of PNC Bank'sBank’s leadership in community developmentdevelopment lendinglending duringduring thethe PNC Bank Evaluation Period include:

o A $90 million loan to a state agencyagency to financefinance thethe acquisition,acquisition, pre-pre- development and rehabilitationrehabilitation of affordable residentialresidential propertyproperty andand toto provide supportive services to LMILMI families throughoutthroughout Montgomery County, Maryland.

o An $80 million loan toto refinance aa retailretail developmentdevelopment inin a moderate-incomemoderate-income geography within thethe District ofof Columbia,Columbia, whichwhich thethe DistrictDistrict government hadhad designated for redevelopmentredevelopment and revitalization.revitalization.

o A $76 million loan to a school district in South Carolina,Carolina, withwith thethe majoritymajority ofof its students from LMILMI families,families, toto acquire,acquire, construct and renovaterenovate essentialessential educational facilities.

o A $66.4 million loan forfor thethe acquisition and rehabilitation ofof anan affordableaffordable housing development in Newark,Newark, NewNew Jersey,Jersey, withwith 261261 unitsunits thatthat areare underunder Section 8 Housing AssistanceAssistance Program contractscontracts or restrictedrestricted toto otherother households earning less than 60% of the area medianmedian familyfamily incomeincome ("AMI").(“AMI”).

o $20.7 million in financing forfor thethe construction and renovation ofof educationeducation facilities in a low-incomelow-income geography nearnear downtown Birmingham,Birmingham, Alabama,Alabama, which also helped create permanentpermanent jobsjobs andand revitalizerevitalize thethe area.area.

o Loans totaling $15.0 million to aa CDFI inin Philadelphia,Philadelphia, Pennsylvania,Pennsylvania, thatthat creates affordable housing, providesprovides educationaleducational opportunitiesopportunities andand promotespromotes jobjob creation and businessesbusinesses inin LMILMI communities.

o $13 million in loans for a 348-unit348-unit affordable apartment LIHTCLIHTC projectproject in aa low-incomelow-income neighborhoodneighborhood adjacentadjacent toto downtown Pittsburgh,Pittsburgh, Pennsylvania,Pennsylvania, with moremore than half of thethe units restrictedrestricted toto low-incomelow-income households.households.

o Loans totaling $10 million to a CDFI to supportsupport affordableaffordable housinghousing or owner-owner- occupied commercial facilities of emerging small businessesbusinesses inin thethe Chicago-Chicago- Naperville-Elgin,Naperville-Elgin, Illinois-Indiana-WisconsinIllinois-Indiana-Wisconsin MMA.MMA.

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o A $6.5 million loan toto rehabilitaterehabilitate a 96-unit96-unit propertyproperty inin thethe Miami-FortMiami-Fort Lauderdale-WestLauderdale-West Palm Beach, FloridaFlorida MetropolitanMetropolitan StatisticalStatistical AreaArea ("MSA"),(“MSA”), with all unitsunits restricted to LMI individuals.

o A $6.2$6.2 million loan forfor the acquisition and new constructionconstruction ofof anan LIHTCLIHTC project in the Miami-FortMiami-Fort Lauderdale-WestLauderdale-West PalmPalm Beach,Beach, FloridaFlorida MSAMSA withwith 144 units restricted to individuals making less than 60% of thethe AMI.AMI.

o A $5.5 million loan toto fund thethe rehabilitationrehabilitation ofof 14 vacantvacant historichistoric buildingsbuildings inin the Louisville-JeffersonLouisville-Jefferson County, Kentucky-IndianaKentucky-Indiana MMAMMA toto createcreate 4040 affordable rental unitsunits for LMI households.

o A $4.6 million loan toto a company to constructconstruct 4848 unitsunits of affordable housinghousing in thethe Charlotte-Concord-Gastonia,Charlotte-Concord-Gastonia, NorthNorth Carolina-SouthCarolina-South CarolinaCarolina MMA.MMA.

o A $3 million loan to a CDFI in Milwaukee,Milwaukee, Wisconsin,Wisconsin, thatthat providesprovides microloansmicroloans toto small businessesbusinesses thatthat lack access toto traditionaltraditional capitalcapital resourcesresources and are located in a municipallymunicipally designated revitalizationrevitalization zone.zone.

o A $2.7 million loan forfor anan LIHTC project inin Alabama,Alabama, whichwhich providedprovided 96 units of affordable housing for individuals withwith incomes at oror belowbelow 60% of the AMI.AMI.

o A $2.5 million loan to,to, and $4.0 million investment in,in, anan LIHTCLIHTC projectproject toto rehabilitaterehabilitate a vacant apartment buildingbuilding in Detroit,Detroit, Michigan,Michigan, toto createcreate 27 housing units for adults (particularly(particularly veterans)veterans) whowho areare chronicallychronically homeless or suffer from mental illness or substance abuse.abuse.

Investment Test

* PNC Bank'sBank’s qualified investments and grantsgrants werewere effective and responsiveresponsive inin addressing community credit needs.needs.

* PNC Bank made extensive use of innovative or complex investmentsinvestments toto supportsupport community development initiatives.

* Because PNC Bank was responsiveresponsive to the credit needsneeds ofof itsits CRA assessmentsassessments areas,areas, examiners also considered the bank'sbank’s qualified investments inin thethe broaderbroader statewide,statewide, regional or nationwide area during thethe PNCPNC BankBank EvaluationEvaluation Period,Period, including:including: (1) 102 direct investments totaling overover $780.8 million in projectsprojects withwith LIHTCs,LIHTCs, NMTCsNMTCs or HistoricHistoric Tax Credits;Credits; and (2)(2) sixsix investments totalingtotaling $474.4 millionmillion inin nationwide community development funds operating withinwithin its footprintfootprint states.states. * During the  During the Evaluation Period, PNC Bank made more thanthan 10,060 qualifiedqualified investments and grants totalingtotaling $2.86 billionbillion acrossacross itsits CRA assessment areas.areas. * Examples of PNC Bank's leadership in qualified  Examples of PNC Bank’s leadership in qualified investmentsinvestments during thethe PNCPNC BankBank Evaluation Period included:included:

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o A $26.5 million investment inin anan LIHTC projectproject in thethe NewNew York-Newark-York-Newark- Jersey City, NewNew York-NewYork-New Jersey-PennsylvaniaJersey-Pennsylvania MMA,MMA, involvinginvolving aa 186-unit186-unit building with 100 affordable housing unitsunits restrictedrestricted toto low-incomelow-income households. o Investments totaling $25 million to aa CDFICDFI thatthat waswas thethe leadingleading lenderlender inin thethe Chicago, Illinois,Illinois, metropolitan area for thethe acquisition,acquisition, rehabilitationrehabilitation andand preservation of affordable housing. o An $18.5 million investment inin anan NMTCNMTC projectproject benefittingbenefitting anan economicallyeconomically disenfranchised, highlyhighly distressed neighborhoodneighborhood inin Pittsburgh,Pittsburgh, Pennsylvania,Pennsylvania, through adaptive re-usere-use of a former historichistoric tradetrade school toto developdevelop aa facilityfacility housing companies thatthat focus on energy research,research, developmentdevelopment andand jobjob training for workforceworkforce development, jobjob creationcreation and sustainablesustainable technologytechnology advancement. o An $18.3 million investment inin anan LIHTC projectproject thatthat rehabilitatedrehabilitated a 227227 unitunit apartment building in Baltimore,Baltimore, Maryland,Maryland , wherewhere unitsunits werewere restrictedrestricted toto elderly and disabled renters whowho make lessless thanthan 60% ofof thethe AMI.AMI. o A $10.5 million investment inin an affordable housinghousing projectproject toto constructconstruct senior housing apartmentsapartments onon aa vacantvacant site in thethe Philadelphia-Camden-Philadelphia-Camden- Wilmington Pennsylvania-NewPennsylvania-New Jersey-Delaware-MarylandJersey-Delaware-Maryland MMA.MMA. o An $8.5 million investment inin an affordable housinghousing preservationpreservation projectproject inin the Miami-Ft.Miami-Ft. Lauderdale-WestLauderdale-West Palm Beach,Beach, FloridaFlorida MSA,MSA, whichwhich involvedinvolved the acquisitionacquisition and rehabilitation of an apartmentapartment complexcomplex for tenantstenants makingmaking 50% to 60% of thethe AMI.AMI. o A $5.4 million NMTCNMTC investment in thethe Cincinnati, Ohio-Kentucky-IndianaOhio-Kentucky-Indiana MMA to construct a 60-bed60-bed homelesshomeless shelter that focuses onon homelesshomeless veterans and offers individualized casecase management supportsupport services,services, on-siteon-site medical and dental clinics, meal servicesservices andand laundrylaundry services.services. o A $4.0 million investment toto a local communitycommunity development agencyagency inin thethe Miami-FortMiami-Fort Lauderdale-WestLauderdale-West Palm Beach,Beach, Florida MSA,MSA, whichwhich supportssupports thethe purchase and redevelopment of blightedblighted propertiesproperties in LMILMI geographiesgeographies inin accordance with a local community development plan.plan. o A $2 million investment in an organizationorganization thatthat supportssupports micro-lendingmicro-lending activities in the bank'sbank’s Indianapolis,Indianapolis, IndianaIndiana CRA assessmentassessment areaarea andand provides loans, savings program,program, credit establishment,establishment, financialfinancial educationeducation andand other services toto peoplepeople living belowbelow thethe povertypoverty line. o A nearly $1 million investment inin an organization thatthat providedprovided newlynewly constructed and rehabilitated houseshouses for LMI individuals andand familiesfamilies inin Hoover,Hoover, Alabama.

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Service Test

* PNC Bank'sBank’s branches and alternative delivery systems werewere accessibleaccessible toto geographies and individuals of different income levels andand responsive inin providingproviding services across all portionsportions of the bank'sbank’s communities.

* PNC Bank conducted or supported a high numbernumber of community developmentdevelopment services. For example, PNC BankBank representativesrepresentatives conducted approximatelyapproximately 6,900 financial education events, and more thanthan 1,250 communitycommunity organizationsorganizations werewere benefitedbenefited by PNC Bank representativesrepresentatives serving on theirtheir boardsboards ofof directorsdirectors oror committees.

* The bank'sbank’s community developmentdevelopment services werewere effective and responsive inin addressing community needs.

* PNC Bank was a leader in promotingpromoting financial education byby offeringoffering homehome ownershipownership and financial literacy seminars and events.events. ForFor example, PNCPNC BankBank employees:employees: (1)(1 ) facilitated financial education workshops for a nonprofitnonprofit organizationorganization thatthat promoted education, vocational skills andand entrepreneurship forfor LMILMI youth;youth; (2)(2) taughttaught financial education classes at an organization thatthat providesprovides outreach andand referralreferral services to low-incomelow-income and unemployed residentsresidents and offersoffers summersummer programprogram sessions toto LMI youth; and (3)(3) providedprovided financial education classesclasses toto participantsparticipants ofof an organization dedicated toto serving the needsneeds of economicallyeconomically disadvantaged residents through programs such as HeadHead Start, employment and training,training, surplussurplus food distributions, crisis assistance, welfare-to-workwelfare-to-work activities, homehome weatherizationweatherization programs and heatingheating assistance.

* PNC developed and implemented the PNCPNC Grow Up GreatoGreat® programprogram (noted above),above), initially as a 1010-year-year $100 millionmillion initiative to addressaddress anan identified needneed forfor earlyearly childhood education for LMI children and communitiescommunities acrossacross thethe bank'sbank’s CRACRA assessment areas and beyond. As noted,noted, PNC expandedexpanded thisthis programprogram toto nownow bebe a $500 million, multi-yearmulti-year bilingualbilingual initiative.

* PNC Bank management and employees served onon boardsboards oror committeescommittees of,of, and/or provided voluntary services to,to, many communitycommunity developmentdevelopment organizationsorganizations throughout its CRA assessment areas.areas. Examples ofof organizationsorganizations toto whichwhich PNCPNC provided such community developmentdevelopment servicesservices includedincluded thosethose that:that: (1)(1) focusfocus onon thethe acquisition, rehabilitation and preservation of affordable rental housing;housing; (2)(2) supportsupport jobjob creation and preservation, education and community servicesservices inin low-incomelow-income communities; (3) focus on developing and managingmanaging resident-centered,resident-centered, affordableaffordable housing to promote anan inclusive community; (4)(4) provideprovide after-schoolafter-school andand otherother servicesservices to LMI youth and families; (5) offer homehome ownership counselingcounseling servicesservices toto LMI first-timefirst-time homebuyers; (6) provide crisis and drugdrug interventionintervention servicesservices forfor children of LMI individuals and families; (7)(7) focusfocus onon affordable housing,housing, childchild development services,services, domestic violenceviolence services and social justicejustice programsprograms toto women, homeless school-ageschool-age children and the elderly; (8)(8) offer,offer, as an SBA-microloanSBA-microloan intermediary, small businessbusiness loansloans andand technical assistanceassistance toto LMILMI individuals andand

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women-ownedwomen-owned businesses; (9)(9) provideprovide jobjob skill trainingtraining and support servicesservices for LMI,LMI, unemployed and under-employedunder-employed individuals, with aa focus onon thethe developmentallydevelopmentally disabled; and (10)(10) offer person-to-personperson-to-person emergency assistanceassistance andand supportivesupportive services to adults and familiesfamilies who are homelesshomeless or endangerendanger ofof becomingbecoming homeless,homeless, including providing emergency shelter and assistanceassistance withwith utilitiesutilities and food.food.

* The OCC noted many other examples of PNC Bank'sBank’s communitycommunity service activities,activities, such as its membership on a working groupgroup initiatedinitiated byby thethe MayorMayor ofof thethe DistrictDistrict ofof Columbia, in collaboration with thethe DistrictDistrict government,government, area financial institutionsinstitutions and nonprofit organizations, to provide financial services andand financial educationeducation toto unbanked and under-bankedunder-banked LMILMI residents. In addition, PNCPNC BankBank staffstaff providedprovided numerous hours of community financial education in collaboration withwith thisthis program.program.

2. PNC Bank'sBank’s CRA Activities Since thethe PNCPNC Bank 20182018 EvaluationEvaluation

Since the 2018 CRA Evaluation, PNC BankBank has continued itsits substantial supportsupport ofof itsits locallocal communities, including LMI individuals, families and neighborhoods.neighborhoods. AsAs anan overviewoverview across its CRA assessment areas during 20172017 throughthrough September 2020,2020, PNCPNC Bank: (1) originated almost 253,000 home mortgagemortgage loans totalingtotaling $50.6 billion,billion, including loansloans totaling $6.2 billion to LMI borrowers; (2) mademade small loans toto businessesbusinesses (other(other thanthan PPPPPP loansloans described separately below),below), totalingtotaling approximately $32.5 billion,billion, includingincluding loansloans totalingtotaling approximately $9.6 billion in amounts of lessless thanthan $100,000 and loansloans totalingtotaling overover $7.7 billionbillion to businesses in LMI census tracts;tracts; (3) made approximately 1,700 communitycommunity developmentdevelopment loansloans totaling almost $8.5 billion;billion; and (4) made qualified investments and grantsgrants totalingtotaling overover $2.6 billion.billion. In addition, PNC Bank employeesemployees engaged in approximatelyapproximately 21,00021,000 community development service activities withinwithin their local communities during this samesame period.period. InIn additionaddition toto these activities in PNC Bank'sBank’s CRA assessmentassessment areas, PNCPNC Bank hashas alsoalso originatedoriginated many loans and invinvestmentestment outside its assessment areas inin regionalregional andand nationwidenationwide areas, including almost $3 billion in community development loans andand over $252$252 millionmillion inin investments.

PNC Bank continues to provide various products toto help first-timefirst-time andand LMILMI homebuyershomebuyers securesecure affordable mortgage loans, small businessesbusinesses gain needed financing,financing, andand consumers obtainobtain low-costlow-cost deposit accounts and other consumer products.products. InIn addition,addition, PNCPNC BankBank alsoalso continues to offer a variety of innovativeinnovative community development lending, investmentinvestment and grantgrant activities to support affordable housing and reinvigorate LMI and distresseddistressed communities inin itsits CRA assessment areas. PNC Bank also continues to provideprovide aa widewide range of deposit accountsaccounts toto consumers, including for bankedbanked or under-bankedunder-banked individuals,individuals, andand smallsmall businesses,businesses, throughthrough traditional and innovative digital delivery systems, toto fulfill theirtheir bankingbanking needs.needs.

Home Mortgage

PNC Bank offers a wide rangerange of products toto help first-timefirst-time andand LMI buyersbuyers achieveachieve their dream of home ownership. For example, inin addition to offeringoffering agency and FederalFederal Housing Administration ("FHA")(“FHA”) products, PNCPNC Bank offersoffers itsits proprietaryproprietary PNCPNC CommunityCommunity Mortgage, a 97% LMI mortgage programprogram that does notnot requirerequire mortgagemortgage insurance, therebythereby increasing its affordability. This product,product, particularly whenwhen coupledcoupled withwith a PNCPNC BankBank ClosingClosing

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Cost Assistance GGrant,rant, bringsbrings home ownership affordability and sustainability toto moremore customers.

PNC BankBank's’s mortgage teams are also very focusedfocused on beingbeing involvedinvolved withinwithin thethe communitiescommunities the company serves. PNCPNC Bank hashas CRA mortgagemortgage loanloan originatorsoriginators ("MLOs")(“MLOs”) within each major metropolitan area, who are focused on originating mortgagesmortgages inin LMILMI areasareas asas well as serving the needs of LMI borrowers. CRA MLOsMLOs are also responsibleresponsible forfor ensuringensuring thatthat training is delivered to PNC Bank'sBank’s MLOs.MLOs. Additionally, whilewhile serving the market,market, CRACRA MLOsMLOs work closely with the Area Sales Managers toto ensure PNCPNC Bank hashas effectiveeffective businessbusiness plansplans toto address the community mortgage needs.

Since the 2018 CRA Evaluation,Evaluation, PNC BankBank has originated in its CRACRA assessmentassessment areasareas 252,294 home mortgage loans, aggregatingaggregating more than $50.6 billion.billion. These These totalstotals includeinclude 66,502 loans originated to LMILMI individuals, aggregating moremore than $6.2 billion,billion, andand 31,758 mortgage loans originatedoriginated in LMI census tracts, aggregatingaggregating moremore thanthan $5.9$5.9 billion.billion.

Small BusinessBusiness LendingLending

For small businesses,businesses, PNC Bank offers a varietyvariety of lending solutions, includingincluding thethe fullfull range of SBASBA-guaranteed-guaranteed loan programs.programs. AsAs an SBA Preferred Lender,Lender, PNCPNC BankBank cancan offeroffer expedited SBA loan processing.processing. Since the 20182018 CRACRA Evaluation,Evaluation, PNCPNC BankBank hashas originatedoriginated more than: (1) 500,000 loans to small businesses,businesses, aggregatingaggregating more thanthan $32$32 billion;billion; (2) 430,000 loans to small businesses in amounts of $100,000 or less,less, aggregatingaggregating moremore thanthan $9.5 billion;billion; and (3) more than 144,000 loans to smallsmall businessesbusinesses in LMILMI censuscensus tracts,tracts, aggregating more than $7.7 billion.billion. These amountsamounts do not includeinclude the substantialsubstantial number ofof PPPPPP loans that PNC provided eligible small businessesbusinesses duringduring thethe COVID-19COVID-19 pandemicpandemic inin 2020,2020, which are discussed below.below.

In 2018, PNC Bank created thethe role of LMI Territory AdvisorAdvisor toto bolsterbolster smallsmall businessbusiness support in LMI communities. These LMI Advisors drivedrive awarenessawareness ofof PNCPNC Bank'sBank’s dedicationdedication to small businesses throughthrough training, delivery of readinessreadiness programsprograms andand supportsupport of productproduct andand marketing initiatives. Concentrating their efforts on keykey CRA assessment areas,areas, thesethese advisorsadvisors build engagement through market visits,visits, presentations andand one-on-oneone-on-one discussionsdiscussions withwith PNCPNC lending leaders and theirtheir teams,teams, and through a consistent feedback looploop withwith CRA andand productproduct management partners. In addition toto internal support, PNC'sPNC’s LMILMI AdvisorsAdvisors engage in community-facingcommunity-facing small businessbusiness seminarsseminars geared toto businessesbusinesses inin underservedunderserved communities.communities. These community events are often delivereddelivered in concertconcert with CommunityCommunity DevelopmentDevelopment BankingBanking partners and focus on fundamentals of small businessbusiness financefinance and/or otherother communitycommunity reinvestment aspects.aspects.

Community DevelopmentDevelopment FinanceFinance

PNC Bank has remainedremained committed to affordableaffordable housing,housing, communitycommunity services,services, neighborhood revitalization and economiceconomic development throughoutthroughout its footprintfootprint sincesince thethe 20182018 CRA Evaluation. PNC Bank'sBank’s CommunityCommunity DevelopmentDevelopment BankingBanking Group worksworks toto boostboost thethe quality of life in LMILMI neighborhoods through financial education, consumerconsumer programsprograms andand community development lending and investing. The Community DevelopmentDevelopment BankingBanking GroupGroup

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also provides financial education and works with community organizationsorganizations inin seekingseeking PNCPNC Foundation grantsgrants and charitable sponsorships. This groupgroup isis oneone ofof severalseveral businessbusiness contributors to PNC'sPNC’s community development work and isis dedicateddedicated toto performanceperformance underunder allall three tests under the agencies’agencies' CRA regulations.regulations.

PNC Bank has continued to useuse innovative communitycommunity development productsproducts andand programs to support its affordable housing and economic developmentdevelopment priorities.priorities. ForFor example,example, PNC Bank has: (1) pioneered a new real estate equity/debt hybrid productproduct toto provideprovide low-costlow-cost capital to real estate projectsprojects in designated "Opportunity“Opportunity Zones"Zones” toto support reinvestmentreinvestment ofof capital into LMI communities; (2)(2) securitized loansloans toto provide HabitatHabitat for HumanityHumanity withwith capitalcapital to continue promoting home ownership opportunities for LMI households;households; (3)(3) sponsoredsponsored andand invested in,in, and providedprovided construction financing for,for, LIHTCLIHTC projectsprojects toto help develop andand retainretain affordable housing; (4) sponsored and invested in AffordableAffordable Rental HousingHousing PreservationPreservation fundsfunds to protect and retain affordable housing; and (5) invested in NMTCNMTC projectsprojects thatthat createcreate jobsjobs andand encourage investment in some of the most distressed urbanurban and rural communities.

Through its community development activities,activities, PNC BankBank providesprovides financing toto publicpublic and private developers to build and rehabilitate affordable rentalrental and for-salefor-sale housing.housing. PNCPNC Bank also assists nonprofit organizations with financing toto upgradeupgrade theirtheir operationsoperations andand provideprovide a range of investment and alternative lending services. PNCPNC Bank worksworks closelyclosely withwith CDFIs,CDFIs, other community development organizations andand various government organizationsorganizations throughoutthroughout its CRA assessment areas.

Since the 2018 CRA Evaluation, PNC BankBank has continued itsits highhigh levellevel ofof communitycommunity development lending, before and during thethe pandemic. During this period,period, PNC BankBank providedprovided communitycommunity development loans totalingtotaling $8.5 billion acrossacross PNC'sPNC’s footprint.footprint. InIn addition,addition, PNCPNC Bank provided $3 billion in community development loans nationwide andand regionallyregionally outsideoutside ofof PNC footprint states.

Examples of PNC Bank'sBank’s leadership in community developmentdevelopment lendinglending sincesince thethe Evaluation Period of the 2018 CRA Evaluation include:include:

* A $12 million loan in Kansas City, Kansas,Kansas, as partpart ofof anan LIHTC transaction,transaction, creatingcreating 220 rental units set asideaside for LMI individuals/families.

* A $10.4 million loan in Washington,Washington, D.C.,D.C., asas aa direct loan into anan NMTCNMTC transactiontransaction to create 34,100 square feetfeet of retailretail and office space, whichwhich willwill createcreate approximately 211 permanent jobjob opportunities.

* TwoTwo loans totaling $7.2 million used to buildbuild housinghousing targetedtargeted at LMILMI seniorsenior citizens,citizens, single parentsparents and teens aging out of thethe fosterfoster system in Louisville,Louisville, Kentucky.Kentucky. * A $6 million  A $6 million line of credit to support thethe operations of a nonprofitnonprofit inin Pittsburgh,Pittsburgh, Pennsylvania,Pennsylvania, that provides a safe, securesecure and nurturingnurturing environment toto children.children.

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* A $5$5 million loan to a nonprofit thatthat serves multiplemultiple areas acrossacross thethe countrycountry andand provides funds to HabitatHabitat for Humanity affiliates, enabling themthem toto provideprovide affordableaffordable housing to deserving LMI families.

* A $4.25 million loan, as part of an Opportunity Zone project,project, forfor thethe historicalhistorical renovation of a buildingbuilding in Birmingham, Alabama, providingproviding 133 affordableaffordable housinghousing units.

* A $3 million loan to a CDFI in PennsylvaniaPennsylvania supportingsupporting its abilityability toto financefinance affordable housing, communitycommunity service facilities and new and emergingemerging entrepreneurs.

* A $3 million loan to a CDFI in Philadelphia,Philadelphia, Pennsylvania,Pennsylvania, whichwhich inin turnturn investsinvests capital and resources in support of business growth, community revitalization,revitalization, andand improved quality of life for PhiladelphiaPhiladelphia and itsits mostmost disadvantageddisadvantaged neighborhoods.neighborhoods.

* A $500,000 loan providedprovided to a CDC in South Carolina toto develop eighteight permanentpermanent affordable housing unitsunits for personspersons withwith disabilities.

* A loan $390,000 loan toto a nonprofit in Kokomo, Indiana,Indiana, thatthat providesprovides transitionaltransitional housing and emergency shelter, food and clothing forfor thethe area'sarea’s homeless.homeless.

* A $300,000 loan in West PalmPalm Beach,Beach, Florida,Florida, to purchasepurchase andand rehabilitaterehabilitate anan eight-eight- unit apartment complex to provideprovide shelter toto homelesshomeless womenwomen (ages 17-23)17-23) whowho werewere either pregnant or had children.

PNC BankBank and the PNC Foundation also havehave continued theirtheir excellentexcellent recordrecord ofof community development investment and grant activity sincesince thethe 2018 CRA Evaluation.Evaluation. DuringDuring this period, they providedprovided qualified investments totaling $2.5 billionbillion across PNC'sPNC’s footprint.footprint. InIn addition, PNC Bank invested $252 million nationally and regionallyregionally outside of PNCPNC Bank'sBank’s footprint states. PNC Bank providedprovided CRA eligible grants totalingtotaling $140 millionmillion acrossacross PNCPNC Bank'sBank’s footprint,footprint, and an additional $2 million in grants outsideoutside of PNCPNC Bank'sBank’s footprint.footprint.

PNC was one of the first bankbank investors inin thethe OpportunityOpportunity ZoneZone programprogram introducedintroduced inin the tax reform legislation of 2017. Since PNC'sPNC’s early investments inin 2018,2018, thethe bankbank hashas becomebecome a familiar voice in Opportunity ZoneZone industry discussionsdiscussions andand a source ofof guidanceguidance forfor banksbanks considering a similar program.program. Other examplesexamples ofof PNCPNC Bank'sBank’s leadership inin qualifiedqualified investments since the 2018 CRA Evaluation include:

* TwoTwo NMTC investments totalingtotaling $19.1 million in East Point,Point, Georgia,Georgia, forfor thethe construction of a 32,000 square-footsquare-foot buildingbuilding for a foodfood bank.bank. * A $17.5 million LIHTC  A $17.5 million LIHTC investment in a Louisville,Louisville, Kentucky, neighborhoodneighborhood thatthat isis undergoing major redevelopment.

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* A $12.5 million Opportunity ZoneZone projectproject inin Chicago, Illinois,Illinois, toto buildbuild aa 40,000 square-footsquare-foot mixed-usemixed-use office building,building, with 80% beingbeing usedused byby aa FederallyFederally Qualified Health Center.

* A $11.5 million LIHTCLIHTC investment in Louisville, Kentucky,Kentucky , toto construct 80 familyfamily units.

* A $11.4 million LIHTC investment in Pittsburgh, Pennsylvania,Pennsylvania , forfor thethe occupiedoccupied rehabilitationrehabilitation of 225 units owned byby a housing authority.

* A $11.4 million investment into an OpportunityOpportunity Zone transactiontransaction inin Cleveland, Ohio,Ohio, to create a 9595-unit-unit multi-family,multi-family, mixed-incomemixed-income project.project.

* A $10.4 million NMTCNMTC investment in Philadelphia,Philadelphia, Pennsylvania,Pennsylvania , forfor thethe construction of a mixed-usemixed-use social service facility.

* A $10.1 million LIHTCLIHTC in Camden, NewNew Jersey, for the scatteredscattered sitesite rehabilitationrehabilitation of 89 units, withwith all unitsunits restricted to 50%50% ofof AMI.AMI.

* A $9.9 million NMTCNMTC investment in Cincinnati,Cincinnati, Ohio,Ohio, forfor thethe financing ofof anan officeoffice building and technology center.

* A $4 million Opportunity Zone construction transactiontransaction in Pembroke,Pembroke, NorthNorth Carolina,Carolina, for a mixed-usemixed-use building.

* A $1.5 million investment intointo a CRACRA inin LakeLake Worth,Worth, Florida, toto carrycarry forthforth itsits mission of redevelopment activities.

* A $1.5 million investment to support a nonprofit'snonprofit’s programprogram whichwhich seeksseeks toto promotepromote racial equity and eliminate disparities inin birthbirth outcomesoutcomes betweenbetween whiteswhites and peoplepeople ofof color in Kent County, Michigan.

* A $452,998 purchase of HabitatHabitat for Humanity notes inin WashingtonWashington County, Maryland.

* A $250,000 investment in a minority-ownedminority-owned financial institution inin Mobile,Mobile, Alabama.Alabama.

Examples of PNC Bank'sBank’s leadership in providingproviding grantsgrants throughthrough thethe PNCPNC FoundationFoundation since the 2018 CRA Evaluation include:

* A $100,000 grant toto a Rural Community BasedBased ImpactImpact Building SupportSupport programprogram inin rural communities throughout Texas. TheThe grant supported 23 partnerspartners inin theirtheir effortsefforts to improve anandd strengthen their rural communities for LMI individualsindividuals andand families.families. Hurricane Harvey slammed Texas twotwo yearsyears ago, inflictinginflicting moremore thanthan $125 billionbillion inin damages. Rural regions were especiallyespecially affected duedue toto a lacklack ofof resources,resources, infrastructure and capacity;capacity; LMILMI individuals were especiallyespecially affected.affected. TheseThese partnerspartners

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focus on improving housing conditions, infrastructureinfrastructure and economiceconomic developmentdevelopment inin the region.

 A $50,000 grant,grant, as thethe initialinitial installmentinstallment of a two-yeartwo-year $100,000 commitment,commitment, toto fund a partnershippartnership betweenbetween a grocer inin Philadelphia, Pennsylvania,Pennsylvania, andand aa housinghousing andand credit counseling agency. The concept waswas toto placeplace a creditcredit counsellorcounsellor on-siteon-site inin anan office within the store to help make much-neededmuch-needed services moremore accessibleaccessible toto low-low- income clients. The COVID-19COVID-19 pandemicpandemic forcedforced a transitiontransition toto virtualvirtual counselingcounseling and education programs, and since MarchMarch 16, 2020, over 1,100 participantsparticipants havehave beenbeen counseled on topics such as understandingunderstanding the resourcesresources available throughthrough thethe CARES Act. InIn particular, the focusfocus has beenbeen on helping clients create emergency financial plans, coaching them through difficultdifficult conversations withwith lenderslenders andand landlords,landlords, and preparing themthem forfor thethe end ofof evictioneviction andand foreclosureforeclosure moratoriums.moratoriums.

* A $50,000 grant for thethe renovationrenovation of thethe secondsecond and thirdthird floorsfloors of aa buildingbuilding onon Watson Street in Pittsburgh, Pennsylvania.Pennsylvania. ThisThis space waswas originallyoriginally usedused asas transitional housing for women in recovery,recovery, butbut fundingfunding waswas discontinueddiscontinued inin 20172017 forfor many of the HUD-fundedHUD-funded transitional housing programs,programs, leavingleaving thisthis buildingbuilding half-half- vacant. In addition to 29 private sleeping units,units, renovations includeinclude aa newnew servingserving kitchen, ADA-compliantADA-compliant bathroomsbathrooms andand showers, and severalseveral officesoffices forfor MedicalMedical Respite staff and healthcare providers. RespiteRespite guests willwill havehave easyeasy accessaccess toto on-siteon-site laundry, computer stations and thethe services ofof twotwo other tenantstenants inin thethe building:building: a health and dental clinic staffed byby PrimaryPrimary Care-HealthcareCare-Healthcare for the HomelessHomeless andand thethe Wellsprings Drop-inDrop-in Day Program of Operation Safety Net.Net.

* A $27,284$27,284 grant to fund the ProjectProject Success programprogram inin Atlanta,Atlanta, Georgia,Georgia , whichwhich addresses the education gap to help revitalize and stabilize LMILMI areas. ProjectProject Success has been highly regardedregarded forfor guidingguiding underserved girls andand boysboys towardtoward post-post- secondary educationeducation and becoming first-generationfirst-generation collegecollege students.students. TheyThey taketake aa holistic approach with students that, in addition to academics,academics, engagesengages themthem inin leadership development, economic empowerment, health andand wellness,wellness, andand civiccivic engagement to maximize their chances of graduating fromfrom highhigh school andand attending a post-secondarypost-secondary institution.

* A $25,000 grant to a CDFI inin Raleigh, NorthNorth Carolina,Carolina, inin supportsupport ofof aa Women'sWomen’s Entrepreneurship Center and Latino Program.Program. In addition toto providingproviding businessesbusinesses with loans, it providesprovides business skills training, coachingcoaching and mentoring,mentoring, accessaccess toto aa network of vetted service providers and mentors,mentors, businessbusiness toolstools andand templates,templates, peer-peer- to-peerto-peer networking and learning opportunitiesopportunities and accessaccess to credit,credit, collateral andand equity enhancements. * A  A $15,000$15,000 grant for a summer youth internship programprogram for 4040 youths in Mobile,Mobile, Alabama. Students must apply for the program,program, andand if selected,selected, theythey attendattend aa 30-hour30-hour training program and are thenthen placedplaced inin jobsjobs withwith direct supervision.supervision. Constant monitoring ensures interns are engaged in meaningful activities.

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* A $10,000 grant in the NewNew Brunswick-LakewoodBrunswick-Lakewood NewNew JerseyJersey MSAMSA forfor aa programprogram that offers seminars for potentialpotential first-timefirst-time homebuyershomebuyers inin thethe LMILMI communitycommunity andand individual counseling to help them reach theirtheir goals ofof homeownership.homeownership. TheThe seminars are offered in both Spanish and EnglishEnglish andand areare usuallyusually veryvery well-attendedwell-attended events. AllAll attendees at thethe seminars and those receivingreceiving subsequentsubsequent individualindividual counselingcounseling are in the LMI population.population.

* AnAn $8,500 grant thatthat funded a Growing Up GreateGreat® with InnerInner ExplorerExplorer andand Mindfulness program in Tampa, Florida.Florida. TheThe projectproject includedincluded thethe implementationimplementation of an audioaudio-guided-guided mindfulness programprogram in 2020 preschoolspreschools inin HillsboroughHillsborough County.County. Preschools will be identified and selected with thethe EarlyEarly LearningLearning Coalition,Coalition, fromfrom aa group of feeder schools linked to thethe Achievement Schools.Schools. EachEach locationlocation receivedreceived two years of thethe programming. The content follows thethe MindfulnessMindfulness BasedBased StressStress Reduction program, a world-renownedworld-renowned protocolprotocol with nearlynearly 6,0006,000 scientificscientific studiesstudies provingproving efficacy to help kids truly "Grow“Grow upup Great!"Great!” InIn addition, thethe programprogram isis availableavailable in Spanish, supporting dual-languagedual-language learners.learners.

* A $5,000 grant in Birmingham, Alabama,Alabama, for a HomeHome BuyerBuyer EducationEducation program.program. Funding paid for education materialsmaterials andand equipment toto bebe usedused duringduring homehome buyerbuyer education workshops. The targettarget populationpopulation isis LMILMI householdshouseholds inin need ofof affordable,affordable, quality housing with total household income betweenbetween 30% andand 80% ofof LMI.LMI.

In addition toto the COVID-COVID- 19 pandemicpandemic relief activities discussed below,below, PNCPNC BankBank andand the PNC Foundation have providedprovided substantial funding forfor other unexpectedunexpected eventsevents impactingimpacting PNC Bank’sBank's communitiescommunities,, such as funding for natural disasterdisaster reliefrelief toto impactedimpacted familiesfamilies andand communities, including: (1) $500,000 in fundingfunding in NorthNorth Carolina andand South Carolina inin thethe aftermath of Hurricane Florence (2018); (2) $50,000 from PNC BankBank inin response toto tornadoestornadoes inin Dallas (2019); (3) $500,000 from thethe PNC FoundationFoundation forfor FloridaFlorida communitiescommunities impactedimpacted byby Hurricane Irma (2017); and (4) $250,000 from the PNCPNC Foundation toto assistassist thethe HoustonHouston areaarea following Hurricane Harvey (2017). PNC also tooktook additionaladditional actionsactions toto assistassist communities affected by these natural disasters,disasters, such as matching PNC employeeemployee contributions toto thethe American Red Cross, waiving ATMATM fees in impacted areasareas and dispatchingdispatching mobilemobile bankingbanking unitsunits to assist customers in the storm'sstorm’s aftermath.

Banking and CoCommunitymmunity Development Services

PNC Bank providesprovides its bankingbanking services through branches,branches, ATMsATMs andand PNCPNC SolutionSolution Centers, as well as by telephone, online and mobilemobile app. AsAs of September 30,30, 2020,2020, PNCPNC BankBank had a total of 2,256 branches, of which 556 (or(or 24.6%)24.6%) areare in LMILMI censuscensus tracts.tracts. PNCPNC BankBank hashas been modernizing the design of its branchesbranches and rationalizing its branchbranch networknetwork toto betterbetter serveserve the current needs of customers.

PNC Bank also has invested significantlysignificantly inin online, mobilemobile and otherother evolving digitaldigital banking delivery systems and resources.resources. PNC Bank'sBank’s sustainedsustained investments inin technology havehave enabled the bank to deliver customers the digital banking experience manymany customerscustomers want,want, coupled with highhigh-touch-touch availability for important financialfinancial decisions.decisions. ToTo assistassist customerscustomers inin managing their finances, PNC Bank offers its VirtualVirtual Wallet8Wallet® and CashCash FlowFlow InsightgInsight® productsproducts

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and services, which are innovative online/mobile toolstools that feature toolstools andand calendarscalendars thatthat enable customers to easily monitor theirtheir balances,balances, conveniently move funds andand planplan forfor futurefuture cash flow needs. To further promote financial literacy, PNC BankBank hashas invested resourcesresources intointo online financial education tools, including throughthrough web resources, onlineonline financialfinancial educationeducation andand money manamanagementgement courses. PNC Bank'sBank’s HomeHQ8HomeHQ® productsproducts (including PNCPNC HomeHome Insight8Insight® Planner) feature tools to help prospectiveprospective homebuyers understandunderstand homehome affordability, startstart thethe mortgage process and track their mortgage application.

To help serve the needs of unbankedunbanked or under-bankedunder-banked individuals,individuals, PNCPNC BankBank offersoffers low-low- cost deposit and other consumer products,products, and hashas a number of consumer checkingchecking and prepaidprepaid products that enable inclusive banking and help empower its customers, including:including:

* Foundation Checking is a "second“second chance"chance” product for customers whowho dodo notnot qualifyqualify for traditional bank accounts. The productproduct does notnot allow forfor overdraftsoverdrafts andand includesincludes financial education as partpart of thethe customer experience.experience. ThisThis productproduct fostersfosters inclusiveinclusive banking and enablesenables meaningfulmeaningful change for PNC Bank'sBank’s economicallyeconomically challengedchallenged constituents. PNC Bank expects to further enhanceenhance thisthis productproduct inin thethe firstfirst quarterquarter 2021 with lower barriersbarriers toto entry, improved usabilityusability and anan enhanced pathpath toto aa traditional accountaccount,, if eligible.

* PNC'sPNC’s SmartAccess card isis aa general-purpose,general-purpose, reloadable debit cardcard that,that, for a $5 monthly fee, can be usedused for payrollpayroll direct deposit and toto paypay bills.bills. SmartAccess prevents overdrafts and can bebe usedused byby customers as a paymentspayments vehicle, whilewhile allowing them to buildbuild a bankingbanking history and qualify for a traditionaltraditional bankingbanking product.

* Savings and Transaction Account Support Programs -–

o PNC SchoolSchool Bank is a youthyouth savings programprogram thatthat isis offeredoffered throughthrough aa school-school- branch alliance to encourage children to buildbuild savingssavings accountsaccounts andand isis integrated with financial education.education. (This(This programprogram currentlycurrently is suspendedsuspended duedue to thethe COVID-19COVID-19 pandemic.)

o PNC BankBank serves as custodian of the AchievingAchieving a BetterBetter LifeLife ExperienceExperience account,account, thethe "ABLEnowe“ABLEnow® account,"account,” aa tax-advantagedtax-advantaged savingssavings accountaccount forfor individualsindividuals withwith disabilities offered byby thethe VirginiaVirginia CollegeCollege Savings Plan.Plan. The ABLEnoweABLEnow® account generallygenerally enables eligible disabled individualsindividuals aa newnew way to save, invest and paypay for qualified disability expenses withoutwithout losinglosing eligibility for certain means-testedmeans-tested governmentgovernment benefitbenefit programs.programs.

o PNC BankBank supports thethe administration of Individual DevelopmentDevelopment AccountAccount ("IDA")(“IDA”) programs offeredoffered by nonprofit organizations toto helphelp LMILMI familiesfamilies achieve savings toto buy a first home or attend school.

o Through an alliance with thethe InternalInternal RevenueRevenue Services, PNCPNC offers prepaidprepaid debit cards, check cashing and financial education toto clients ofof freefree assistanceassistance from Volunteer Income Tax AssistanceAssistance ("VITA").(“VITA”).

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PNC Bank has also continued its high levellevel of community developmentdevelopment serviceservice activityactivity since the 2018 CRA Evaluation.Evaluation. In In 2017 through 2019,2019, PNCPNC participatedparticipated in overover 21,00021,000 community service events withwith approximately 2,6002,600 uniqueunique organizations.organizations. ServicesServices providedprovided are categorized as "providing“providing technicaltechnical or financial assistance,assistance, such as serving onon aa boardboard oror committee,"committee,” or "teaching/training/providing“teaching/training/providing counseling of a financialfinancial nature."nature.”

PNC Bank employees also are encouraged toto provideprovide volunteervolunteer services toto communitycommunity organizations. For examplexample,e, employees are encouraged toto becomebecome involvedinvolved inin PNCPNC GrowGrow Up GreatGreat8® by offering employeesemployees up to 4040 hours ofof paidpaid time off perper year toto volunteervolunteer inin supportsupport ofof early childhoodchildhood education. PNC'sPNC’s paidpaid timetime off for volunteering willwill bebe extended toto includeinclude qualifyingqualifying social justicejustice and economic empowerment non-profits,non-profits, as noted above. Additionally,Additionally, under the bank'sbank’s Grants for for Great HoursHours program,program, aa PNCPNC employee whowho volunteersvolunteers atat leastleast 40 hours, over a 1212-month-month period, at an early education nonprofitnonprofit organizationorganization alsoalso resultsresults inin thethe organization receiving a $1,000 donation from PNC.PNC. GroupsGroups ofof employeesemployees also cancan volunteervolunteer asas a team and seek grants of up to $3,000 for the nonprofit organization. Through PNC'sPNC’s employeeemployee recognition program,program, employees can earn pointspoints thatthat willwill gogo towardstowards thethe donationdonation ofof iPadsiPads toto early education centers.

Financial education has remainedremained an overall keykey componentcomponent of PNCPNC Bank'sBank’s communitycommunity service activity. Through financial education, PNC Bank'sBank’s missionmission is to helphelp individualsindividuals andand familiesfamilies gain the confidence, information andand tools neededneeded toto makemake informedinformed financialfinancial decisionsdecisions and achieve their goals. Throughout its CRACRA assessmentassessment areas, PNCPNC BankBank hashas trainedtrained professionals toto provideprovide free financial education seminars on topicstopics suchsuch asas buildingbuilding goodgood credit,credit, financing a home and raising “money"money-smart"-smart” children. Since thethe 20182018 CRACRA Evaluation,Evaluation, PNCPNC Bank has provided more than 5,000 financial education classesclasses focused on thethe needsneeds of LMILMI individuals.

Employees of PNC Bank have also continued theirtheir active communitycommunity serviceservice onon boardsboards and committees of a large number of community organizations throughoutthroughout thethe bank'sbank’s CRACRA assessment areas. Through this service, the employees share theirtheir highlyhighly valuedvalued skillsskills andand support in areas ranging from data analysisanalysis to strategic planning,planning, including suchsuch thingsthings as:

* A PNC associateassociate served on the BoardBoard of Directors for AccessAccess toto CapitalCapital forfor Entrepreneurs (“("ACE").ACE”). This nonprofitnonprofit isis anan SBA MicroloanMicroloan Intermediary,Intermediary, aa USDAUSDA Intermediary re-lenderre-lender and a CDFI. ACEACE offers small businessbusiness loansloans andand technicaltechnical assistance to entrepreneurs and small businesses. The organization targetstargets LMILMI populations and women-ownedwomen-owned business for its services.

* A PNC associate served on the EconomicEconomic andand DevelopmentDevelopment ExecutiveExecutive CommitteeCommittee and as an advisoradvisor for the Quadrant CommitteeCommittee for the nonprofit,nonprofit, NetworkNetwork ofof Woodlawn ("NOW").(“NOW”). NOW is the successor agency toto thethe LISCLISC NewNew CommunitiesCommunities Program serving Chicago'sChicago’s WoodlawnWoodlawn community.community. ThisThis low-incomelow-income community,community, which houses three of the city'scity’s largest low-incomelow-income housinghousing projects,projects , waswas thethe recipient of a HUD Choice Award,Award, and NOWNOW isis oneone thethe community-basedcommunity-based oversightoversight vehicles for its implementation. NOW is also thethe vehicle throughthrough whichwhich thisthis low-low- income community participates in the community planningplanning process.process.

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* A PNC associateassociate taughttaught Foundations of Money ManagementManagement toto thethe clients ofof thethe Women'sWomen’s Center and Shelter of Greater Pittsburgh. ThisThis sheltershelter supportssupports homelesshomeless women, helping them toto find permanent residence andand employment.employment. ServicesServices alsoalso include providingproviding childcare for the children of womenwomen living in thethe center.

* PNC RRetailetail and MortgageMortgage bankers taughttaught several financial educationeducation coursescourses atat thethe PNC Fairfax Connection in Cleveland, Ohio. PNCPNC ownsowns andand operates thethe PNCPNC Fairfax Connection, a community centercenter thatthat reflectsreflects thethe needs, interests,interests, historyhistory andand hopes of the peoplepeople who live and work in thethe FairfaxFairfax community inin Cleveland,Cleveland, Ohio.Ohio. This center is a hub connecting the FairfaxFairfax communitycommunity to servicesservices andand culturalcultural eventsevents throughout greater Cleveland, Ohio. The courses taughttaught include BankingBanking Basics,Basics, FoundationsFoundations of Money ManagementManagement (PNC's(PNC’s second-chancesecond-chance bankingbanking account program), and programs focused on credit andand first-timefirst-time homebuying.homebuying.

* A PNC associateassociate served on the BoardBoard of DirectorsDirectors of EducationalEducational FirstFirst Steps,Steps , inin Dallas, Texas. Educational First Steps has transformed daycare centerscenters inin low-low- income neighborhoods into nationallynationally accredited early learninglearning centerscenters byby educatingeducating caregivers, who then becomebecome professional early learning teachers.teachers. TheThe organizationorganization helpshelps create high-qualityhigh-quality learning environments thatthat can repairrepair andand preventprevent learning gaps typical of children in poverty.poverty. Educational FirstFirst Steps is focused onon neighborhoods with the greatest concentration ofof povertypoverty where qualityquality centers are scarce or non-existent.non-existent.

* A PNC Regional President served on thethe BoardBoard ofof DirectorsDirectors andand ledled thethe CapitalCapital Campaign of the Jones Valley Teaching FarmFarm in Birmingham,Birmingham, Alabama.Alabama. ItsIts missionmission is to empower students toto become critical thinkers,thinkers, problemproblem solverssolvers andand change agents in theirtheir communities. To accomplish this,this, thethe nonprofitnonprofit hashas partneredpartnered withwith Birmingham City Schools, located in WoodlawnWoodlawn (a(a low-income,low-income, inner-cityinner-city community) to expand the Good School FoodFood programprogram from aa Pre-KPre-K -- 88 toto Pre-KPre-K -- 12 model. The program,program, whichwhich is embeddedembedded inin seven schools, focuses on fivefive core learning models:models: FarmFarm Labs, Student Farmers Markets,Markets, InvestigativeInvestigative LearningLearning Kits,Kits, Family Kitchen and Project-BasedProject-Based Learning.

* PNC MLOs taught first-timefirst-time homebuyer financial education toto clients ofof NeighborhoodNeighborhood Housing Services, d/b/a NeighborWorksNeighborWorks WesternWestern PAPA ("NWWPA").(“NWWPA”). NWWPA provides credit counseling,counseling, first-timefirst-time homebuyerhomebuyer seminarsseminars andand foreclosureforeclosure counseling to LMI clients. Additionally,Additionally, a PNC associateassociate servedserved onon itsits BoardBoard ofof Directors.Directors.

* A PNC employee delivereddelivered financial education toto participantsparticipants inin thethe Charlotte Housing AuthorityAuthority Scholarship Fund ("CHASF").(“CHASF”). TheThe FDIC'sFDIC’s MoneyMoney SmartSmart Young Adults and Setting FinancialFinancial Goals courses were taught.taught. TheThe missionmission ofof CHASFCHASF isis toto ensure that every child living in housinghousing subsidized byby thethe CharlotteCharlotte HousingHousing Authority has bothboth the opportunity and expectation of a college education.education. * A PNC associate virtually taught first-time homebuyer  A PNC associate virtually taught first-time homebuyer financialfinancial educationeducation duringduring thethe pandemicpandemic to clients ofof REACH,REACH, Inc.Inc. in Lexington, Kentucky.Kentucky. REACHREACH isis aa

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consortiumconsortium of 20 entities established inin 1994 toto help LMI families andand individuals become first-timefirst-time homebuyers. REACH providesprovides homebuyer education andand housinghousing counseling services toto help clients prepareprepare forfor owningowning aa home,home, asas wellwell asas financialfinancial assistance with down payment and closing costs assistanceassistance toto makemake purchasingpurchasing a home more affordable.

Marketing Outreach to DiverseDiverse andand LMI Communities

PNC aspires to be an industry leader in providingproviding best-in-classbest-in-class customer experiencesexperiences toto all consumers and small businesses. AA key partpart of this goal isis servingserving andand recognizing itsits diversediverse segments through credible and authentic marketing strategies, in-languagein-language marketingmarketing content online and in branches, and language support in a variety ofof areasareas throughout thethe enterprise.enterprise. TheThe purpose of this work not only fulfills existing customer needs, butbut helpshelps create awarenessawareness andand consideration from valuable new consumers and smallsmall businessesbusinesses asas PNCPNC expands intointo newnew markets.

Initiatives related to the support of PNC'sPNC’s diverse segments include:include:

* Heritage and History month recognition;recognition;

* Culturally relevant marketing campaigns inin English and in otherother languages;languages ; andand

* A rangerange of services for consumers with limited EnglishEnglish proficiencyproficiency andand small businesses including:including:

o" New solutions for account opening toto enable consumers toto bankbank acrossacross allall channels;

o Over 8,500 ATMs featuringfeaturing over 10 languages,languages, andand support offered inin overover 240 languages viavia Interpretation Services,Services , available inin branchesbranches andand over thethe phone;

o Various resources in Spanish, including educationaleducational materials,materials, aa designateddesignated Customer CareCare Center line (1-866-HOLA-PNC),(1-866-HOLA-PNC), asas wellwell asas aa mobilemobile appapp andand a website in Spanish;

o Bilingual employees at select branch locations;

o Translation services available throughout thethe sales/servicesales/service experience;experience;

o In-languageIn-language financialfinancial education resources;resources; and

o PartnershipsPartnerships withwith local markets to participateparticipate inin or support diverse organizations and financial wellness events.

With these actions and the collective efforts across PNC, PNCPNC BankBank willwill continue toto bebe guided by consumer insights and seek opportunities, develop initiativesinitiatives andand create experiencesexperiences

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that serve the needs of diverse consumers and small businesses at eacheach lifelife stage,stage, makingmaking PNCPNC the easiest and most accessible place toto bankbank andand invest.

PNC COVIDCOVID-19-19 Pandemic ReliefRelief

PNC Bank has taken multiple actions to assistassist itsits customers andand communities address their critical needs during the COVID-19COVID-19 pandemicpandemic in 2020. PNCPNC hashas providedprovided reliefrelief toto moremore than 300,000 consumer and small businessbusiness accounts, which include loanloan extensions,extensions, deferrals, partial payments and forbearance across various lending segments,segments, including: homehome lending,lending, automobile, credit card, education and small business. The bankbank haltedhalted consumerconsumer realreal estateestate foreclosures, and helped thousands of larger companies throughthrough deferred loan paymentspayments and covenant modifications.

PNC Bank was rankedranked the #3 PPP lenderlender inin thethe UnitedUnited States,States, providingproviding approximatelyapproximately $13 billion in financing to more thanthan 71,000 businesses. Additionally,Additionally, PNCPNC BankBank extendedextended nearly $10 billion of credit to Corporate & InstitutionalInstitutional BankingBanking borrowersborrowers to helphelp fundfund liquidityliquidity needs, including to hospitals and municipalities. PNCPNC Bank was also thethe first largelarge bankbank toto finance clients underunder the Federal Reserve'sReserve’s MainMain Street Lending Program.Program.

PNC BankBank's’s responseresponse toto the highhigh demand for PPP loans duringduring thethe COVID-19COVID-19 pandemicpandemic highlights thethe bank'sbank’s ability to support small businesses in communities acrossacross itsits footprint.footprint. OfOf the more thanthan 71,000 PNC Bank PPP loans processed,processed, registeredregistered andand funded:funded:

* Approximately 86%86% were from PNCPNC Bank'sBank’s Business BankingBanking segment,segment, whichwhich serves businesses -– including nonprofits,nonprofits, sole proprietors and independentindependent contractorscontractors -– with less than $5 million in annual revenue.revenue.

* Approximately 73 percentpercent were for amounts ofof lessless thanthan $100,000,$100,000, withwith three-three- quarters of such loans for amounts of less than $50,000.$50,000.

* More than 15,400 loans, aggregating more thanthan $3.3$3.3 billion,billion, were fromfrom smallsmall businesses located in LMI census tracts.

69 * More than 4,500 loans, totalingtotaling approximately $1.2 billion,billion, were fromfrom nonprofits.nonprofits.69

To further support small businesses that may lacklack access toto traditionaltraditional financialfinancial institutions, PNC also committed more than $50 million to eighteight CDFIsCDFIs throughoutthroughout thethe countrycountry to support CDFI originationorigination of PPPPPP loans inin potentiallypotentially underservedunderserved geographiesgeographies andand sectors.

In addition toto direct small business lending activities, PNCPNC BankBank and thethe PNC Foundation have also actively assisted small businesses and communities inin thethe bank'sbank’s CRACRA assessment areaareass through variousvarious community development support programsprograms designeddesigned toto mitigate the adverse impact of the COVID-19COVID-19 pandemic. For example, PNCPNC committed $10 million to support small businesses in Pittsburgh,Pittsburgh, particularlyparticularly minority-ownedminority-owned smallsmall

69 All PNC PPP data is as of July 31, 2020, unless otherwise noted. 69 All PNC PPP data is as of July 31, 2020, unless otherwise noted.

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businesses in LMILMI neighborhoods, throughthrough the following programsprograms operated oror managedmanaged byby thethe Urban Redevelopment Authority of Pittsburgh:

* $6.5 million for an Emergency and Recovery LoanLoan Fund, whichwhich was establishedestablished toto assist in mitigating the COVID-19COVID-19 economic impactimpact and helphelp stabilizestabilize smallsmall businesses facing resulting financial challenges.

* $2.5 million to help finance a CDFICDFI (pending certification from thethe U.S.U.S. Treasury Department), which will focus on assisting businessesbusinesses locatedlocated inin LMILMI oror predominantly minority communities and nonprofit organizations servingserving minorityminority and LMI communities.

* $1 million in funding toto expand Catapult: Startup toto Storefront, anan acceleratoraccelerator andand retail businessbusiness incubator for minority and womenwomen entrepreneurs whowho wantwant toto startstart oror grow a business.

This funding supplements other PNC pandemic-relatedpandemic-related initiativesinitiatives toto supportsupport smallsmall businesses and underserved communities in PNC Bank'sBank’s serviceservice area.area. ForFor example,example, PNCPNC provided:

* $30 million in charitable support of COVID-19COVID-19 reliefrelief efforts,efforts, primarilyprimarily directeddirected toward basic needs and hardship reliefrelief programsprograms across thethe PNCPNC Bank'sBank’s footprint.footprint.

* $5.3 million in fundingfunding toto address COVID-19COVID-19 hardship reliefrelief efforts inin vulnerablevulnerable communities in Indiana, including a $5 million low-ratelow-rate loanloan toto aa CDFI.CDFI.

* A $1 million grant inin Southwestern Pennsylvania to supportsupport familiesfamilies strugglingstruggling withwith food insecurity during the coronavirus pandemic.pandemic.

* A $250,000 grant to support the NewNew Jersey Pandemic ReliefRelief Fund.

* A $250,000 grant to school districts andand nonprofitnonprofit organizationsorganizations inin Cleveland,Cleveland, Ohio,Ohio, to help them furnishfurnish students withwith digital learning resources,resources, suchsuch asas computercomputer equipment, tutors and internet connectivity toto enable remoteremote learning duringduring thethe pandemic.

* A $132,300 grant in Louisville, Kentucky,Kentucky, toto provideprovide free,free, diverse booksbooks toto low-low- income preschool-agedpreschool-aged children to helphelp themthem learnlearn atat home duringduring aa timetime of pandemic and civil unrest.unrest. * A $100,000  A $100,000 grant to help create temporary housinghousing forfor peoplepeople experiencingexperiencing homelessness,homelessness, as wellwell as for older adults and others atat high riskrisk forfor COVID-19COVID-19 complications,complications , in Milwaukee, Wisconsin. * A $75,000 grant to assist healthcare  A $75,000 grant to assist healthcare workers in Detroit,Detroit, Michigan,Michigan , receivereceive mealsmeals andand short-termshort-term lodging to avoid possiblepossible virusvirus transfertransfer toto theirtheir families.families.

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* A $55,000 grant to provide financial support for artistsartists andand performersperformers inin NorthNorth Carolina who were impacted byby thethe cancellation ofof eventsevents due toto thethe pandemic.pandemic.

B. BBVA USA CRA PerformancePerformance Record

BBVA USA (formerly named "Compass“Compass Bank")Bank”) hashas prioritizedprioritized CRA compliancecompliance as evidenced by the overall CRA performanceperformance ratingrating ofof "Outstanding"“Outstanding” thatthat itit earnedearned atat itsits mostmost recent evaluation by thethe Federal Reserve Bank of Atlanta (the(the "Atlanta“Atlanta Reserve Bank"),Bank”), asas ofof April 2, 2018 (the "Compass“Compass Bank 2018 Evaluation").Evaluation”). CompassCompass BankBank changed itsits namename toto BBVA USA in June 2019.

ResponsibilityResponsibility for the CRA compliance program resides inin BBVABBVA USA'sUSA’s Communications and Responsible Business Group, whichwhich resides inin thethe OfficeOffice ofof thethe Chief Executive Officer, thereby elevating CRA compliancecompliance and oversight toto thethe highesthighest levellevel inin BBVA USA.USA. BBVA USA'sUSA’s CRA compliance programprogram isis basedbased onon a frameworkframework thatthat seeks toto achieve outstanding CRA performance and informsinforms and engages all levels of leadership inin thethe management and direction of CRA performance. AsAs aa result,result, BBVABBVA USAUSA hashas aa cultureculture ofof CRACRA performanceperformance ownership through highly informed and engagedengaged employeesemployees throughoutthroughout BBVABBVA USA'sUSA’s footprint.

In 2014, BBVA USA launched a new strategy to ensure that it meetsmeets thethe needsneeds of LMILMI communities across its CRA assessment areas. InIn additionaddition toto creating a cultureculture ofof CRACRA performance ownership throughoutthroughout thethe organization, BBVABBVA USA'sUSA’s strategystrategy included:included: (1) initiating a recurring survey of community stakeholdersstakeholders toto identifyidentify andand assessassess thethe bankingbanking needs of individuals, families and small businesses in BBVA USA'sUSA’s marketsmarkets toto guideguide community developmentdevelopment activities; (2) expanding its products andand services forfor LMILMI communitiescommunities through an $11 billion investmentinvestment from 2015 throughthrough 2019;2019; and (3)(3) addingadding specializedspecialized teamsteams across BBVA USA toto address mortgage, small business andand communitycommunity developmentdevelopment lending,lending, asas well as investing, retail services, volunteerism and governance.governance.

BBVA USA has a nine-membernine-member Community RelationsRelations Team that is responsibleresponsible for CRACRA performance within assigned geographic regions. Duties Duties include deepeningdeepening existing relationships and developing new relationships withwith nonprofit organizations,organizations, CDFIsCDFIs andand community groups to gain insight into the needsneeds of LMI individuals andand neighborhoodsneighborhoods andand small businesses. The Community Relations Team is also taskedtasked with helpinghelping locallocal bankbank leadership and staff expand the distribution of productsproducts andand servicesservices toto communities.communities. BBVABBVA USA also has a nine-membernine-member team that administers thethe CRACRA programprogram and providesprovides guidanceguidance andand reporting to bank management and lines of business to ensureensure thatthat thethe CRACRA strategystrategy isis executedexecuted properly.

In 2014, BBVA USA began a five-year,five-year, $11 billionbillion CRA planplan to enhanceenhance itsits lending,lending, investing and services in support of LMI individualsindividuals and neighborhoods.neighborhoods. ByBy thethe endend of 2019,2019, BBVA USA met or exceeded each of itsits five-yearfive-year objectives for communitycommunity development,development, smallsmall business, and mortgage lending, as wellwell as community giving and employee volunteervolunteer services.services. In all, BBVA USA surpassed its plan,plan, providing a totaltotal of $13.2 billionbillion inin support toto LMILMI individuals aandnd communities, along withwith small businesses across itsits footprint. UnderUnder thethe five-yearfive-year CRA plan, BBVA USA achieved: (1) $2.6 billionbillion inin homehome mortgage loansloans toto LMILMI

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homebuyers and in LMI neighborhoods; (2) $6.0 billionbillion inin smallsmall businessbusiness lending;lending; (3) $$3.63.6 billion in community development lending;lending; and (4)(4) $900 millionmillion inin communitycommunity development investments and grants.

In 2019, BBVA USA announced thatthat it waswas renewing and increasingincreasing itsits pledgepledge forfor thethe next six years, 2020 through 2025, toto $15 billion inin lending,lending, investments andand servicesservices towardtoward supporting LMI individuals and neighborhoods. The six-yearsix-year planplan was developeddeveloped withwith inputinput fromfrom stakeholders, including BBVA USA'sUSA’s 20-member20-member communitycommunity advisory board.board. ItIt includes:includes: (1) $3 billion in home mortgagemortgage loans toto LMI homebuyershomebuyers andand in LMILMI neighborhoods; (2) $7.3 billion in small business lending; (3) $4 billionbillion in community developmentdevelopment lending;lending; andand (4) $1.1 billion in community development investmentsinvestments and grants.grants.

The BBVA Foundation is responsible for charitable grant-makinggrant-making efforts, includingincluding CRA-qualifiedCRA-qualified grants. The BBVABBVA Foundation'sFoundation’s grants targettarget the following sixsix focusfocus areas:areas:

1) Community development -– creating and preserving affordable housing;housing; supportingsupporting CDFIs; revitalizing physical infrastructure of LMI neighborhoods;neighborhoods; creating andand preserving jobs,jobs, particularlyparticularly for LMI individuals; supporting financialfinancial educationeducation forfor adults and small business owners, especially inin LMI communities; andand supporting entrepreneurship and providing economic development for minorityminority andand underservedunderserved groups and/or LMI areas;

2) Education -– addressing the needsneeds in pre-K-12pre-K-12 educationeducation through publicpublic school-sponsoredschool-sponsored or facilitated curriculum-basedcurriculum-based programs; improving student performanceperformance throughthrough professional development, support and teacherteacher retention; facilitating merit-basedmerit-based accessaccess to higher education for underrepresented groups; and supporting researchresearch andand special programs at higher education institutions;

3) Diversity and inclusion -– providing capacity buildingbuilding to organizationsorganizations servingserving minorityminority segments, especially low-incomelow-income populations;populations; providingproviding leadershipleadership development of underrepresented groups throughthrough organizations serving minorities, especially targetedtargeted atat low-incomelow-income populations;populations; and promoting tolerancetolerance andand understandingunderstanding among non-non- minority and minority populations;

4) Arts and culture -– facilitatingfacilitating access to and participationparticipation inin cultural experiencesexperiences forfor LMILMI and minority populations;populations; promoting the integration of arts intointo comprehensivecomprehensive community development efforts; and ensuring thethe availability of a broadbroad arrayarray ofof artisticartistic opportunities anandd venues that reflect community diversity;diversity;

5) Environment and natural resources resources -– establishing and sustaining green technologytechnology andand sustainable sources of energy to LMILMI communities;communities; supporting projectsprojects withwith significant impact on environmental protection and sustainablesustainable practices;practices; andand promotingpromoting publicpublic education about the environment and sustainability; and

6) Health and human servicesservices -– enabling and sustaining independence for individualsindividuals andand families; ensuring access to healthhealth education programs;programs; andand ensuringensuring accessaccess toto qualityquality healthcare.healthcare.

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1. BBVA USA'sUSA’s Most Recent CRA PerformancePerformance EvaluationEvaluation

BBVA USA currently has an overall "Outstanding"“Outstanding” CRA performanceperformance ratingrating fromfrom thethe Atlanta Reserve Bank.7700 In the Compass BankBank 20182018 Evaluation,Evaluation, examiners ratedrated BBVABBVA USA'sUSA’s CRA performance “Outstanding” "Outstanding" underunder both thethe Lending Test and InvestmentInvestment TestTest andand "High“High Satisfactory”Satisfactory" under the Service Test. The evaluation period for homehome mortgagemortgage lending andand small business lending was for thethe full calendar years of 2015 and 2016,2016, andand thethe evaluationevaluation period for community development lending, qualified investments and grantsgrants andand community development services was for April 1, 2015 through December 31, 20172017 (collectively,(collectively, thethe "Review“Review Period").Period”). The most recent CRA performanceperformance evaluationevaluation coveredcovered BBVABBVA USA'sUSA’s CRACRA assessment areas in seven states. BBVABBVA USAUSA received an overall "Outstanding"“Outstanding” CRACRA performance rating for five of those states. CaliforniaCalifornia andand FloridaFlorida eacheach receivedreceived aa "Satisfactory"“Satisfactory” rating.

In the Compass Bank 2018 Evaluation, thethe AtlantaAtlanta ReserveReserve Bank examinersexaminers did notnot identify any evidence of discriminatory or otherother illegalillegal creditcredit practices.practices. TheThe examinersexaminers alsoalso noted that the Consumer Financial Protection Bureau whichwhich has exclusive examinationexamination andand primary enforcement jurisdictionjurisdiction to ensureensure BBVABBVA USA'sUSA’s compliance with federalfederal consumer financial laws, did not provideprovide the Atlanta ReserveReserve Bank withwith any informationinformation about,about, or other evidence of, discrimination or other illegal credit practices underunder the federal consumerconsumer financialfinancial laws.

The AtlantaAtlanta Reserve Bank cited thethe following findings asas majormajor favorablefavorable factors concerning BBVA USA'sUSA’s products,products, programsprograms and services ofof CompassCompass Bank/BBVABank/BBVA USAUSA underunder the different CRA performance evaluation tests:tests:

Lending Test

* BBVA USA'sUSA’s overall lendinglending testtest performanceperformance in Texas,Texas, Alabama,Alabama, Arizona,Arizona, Colorado and New Mexico waswas excellent whilewhile performanceperformance in CaliforniaCalifornia andand FloridaFlorida was good.

* The overall geographic distribution of BBVA USA'sUSA’s HMDA-reportableHMDA-reportable lendinglending reflected good penetration inin LMI geographies.

* The overalloverall distribution of BBVABBVA USA'sUSA’s HMDA-reportableHMDA-reportable lendinglending amongamong borrowers of different income levels waswas good.good.

* The loan products offered byby thethe bankbank includedincluded productsproducts withwith flexible termsterms toto helphelp meet the credit needs of LMI borrowersborrowers andand small businesses.businesses.

70 A copy of the most recent CRA Evaluation can be found at 70 A copy of the most recent CRA Evaluation can be found at https://www.federalreserve.gov/apps/CRAPubWeb/CRA/DownloadPDF/697633_20180402. https://www.federalreserve.gov/apps/CRAPubWeb/CRA/DownloadPDF/697633_20180402.

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o The bankbank offers an affordable home purchasepurchase mortgagemortgage productproduct withwith flexible credit terms designed for LMI families and communities, alongalong withwith closingclosing cost assistance in the formform of a grantgrant to thethe borrower.borrower.

o The bankbank also originates FHA-FHA- and VA-guaranteedVA-guaranteed mortgagemortgage loan productsproducts that assist LMI borrowers, military members, veterans andand eligibleeligible survivingsurviving spouses of veterans toto becomebecome homeowners.homeowners.

o The bankbank has a teamteam of dedicated Community DevelopmentDevelopment MortgageMortgage Officers who specialize in affordable housinghousing financingfinancing forfor LMI individualsindividuals and families.

o The bankbank is an active SBA Lender, offeringoffering SBASBA 504, 7(a) and ExpressExpress LoanLoan products.

* BBVA USA'sUSA’s overall geographic distribution of small businessbusiness lending in LMILMI geographies and overall distribution ofof smallsmall businessbusiness lending amongamong businessesbusinesses ofof different sizes was excellent.

o BBVA USA hashas a strategic focus on lending toto small businessesbusinesses withwith grossgross annual revenues of $1 million or less. AsAs partpart of such a strategy,strategy, thethe bankbank offers preapprovedpreapproved business credit cards,cards, businessbusiness lineslines ofof creditcredit andand termterm loans upup toto $100,000.

o The bankbank provides a small business training curriculum to increaseincrease smallsmall business capacity throughout its CRA assessment areas.

* BBVA USA was a leader in making community development loans duringduring thethe Review Period.

* BBVA USA achieved an excellent level ofof communitycommunity development lendinglending andand often took a leadership role in such financing. TheThe bankbank originatedoriginated oror renewedrenewed 431431 community development loans totaling nearly $1.8 billionbillion duringduring the ReviewReview Period.Period. This volume ofof community development lendinglending isis consideredconsidered excellentexcellent given thethe presence of the institution in its CRA assessment areasareas and communitycommunity development lending opportunities.

o This community development lendinglending metmet aa varietyvariety of criticalcritical communitycommunity development needs,needs, including: community services forfor LMILMI individuals,individuals, including healthcare,healthcare, education and social services; promotionpromotion ofof economiceconomic development by financing smallsmall businessesbusinesses thatthat resultedresulted inin permanentpermanent jobjob creations, retention or improvement; permanentpermanent fundingfunding of affordable housinghousing for LMI families; and revitalizationrevitalization or stabilization ofof LMILMI geographies, including FEMA-designatedFEMA-designated disasterdisaster areas.

* Examples of BBVA USA'sUSA’s community development loansloans during thethe ReviewReview PeriodPeriod include:

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o Loans totaling $68 million thatthat financedfinanced fivefive LIHTCLIHTC projectsprojects thatthat providedprovided over 800 units of affordable housing inin Houston,Houston, Texas.Texas. ThisThis housinghousing includes some single-roomsingle-room occupancy unitsunits andand unitsunits setset asideaside forfor permanentpermanent supportive housing targeting thosethose transitioning out ofof homelessnesshomelessness andand otherother units reservedreserved for families living on extremely low incomes. o Loans totaling $36 million toto fund schoolsschools andand trainingtraining programsprograms forfor LMILMI persons in the Austin, Texas,Texas, assessment area,area, including aa publicpublic charter highhigh school for adults that providesprovides training to completecomplete statestate certificationcertification examsexams inin nursing assistant and administrative assistant programs.programs. o Loans totaling $26 million thatthat financedfinanced threethree LIHTCLIHTC projectsprojects providingproviding overover 550 units of affordable housing in Birmingham,Birmingham, Alabama,Alabama, designateddesignated forfor individuals and families earning lessless thanthan 60%60% ofof thethe AMI.AMI. o A $25 million loan in Albuquerque,Albuquerque, NewNew Mexico, toto financefinance thethe retrofittingretrofitting ofof public buildings mainly located in LMILMI geographiesgeographies withwith solarsolar panels,panels, savingsaving the state government $20 millionmillion over 3030 years.years. o Three loans totaling $23.9 millionmillion thatthat qualifyqualify asas LIHTCsLIHTCs toto provideprovide nearlynearly 500 units of affordable housing for LMI individuals andand families inin Laredo,Laredo, Texas. o A $15.5 million loan toto finance infrastructure improvements inin a moderate-moderate- income censuscensus tracttract in Denver, Colorado, associatedassociated withwith aa mixed-usemixed-use redevelopment project with affordableaffordable housinghousing unitunit set-asides.set-asides. o A $14 million loan as partpart of an NMTCNMTC projectproject thatthat willwill helphelp revitalizerevitalize aa low-low- income geography inin Birmingham,Birmingham, Alabama, withwith aa hotel/restaurant/retailhotel/restaurant/retail development, creating over 130 full-timefull-time jobs.jobs. o Loans totaling $9 million toto federally qualified healthhealth centerscenters inin underservedunderserved areas in the Phoenix, Arizona,Arizona, assessment area,area, providingproviding primaryprimary carecare facilities on a sliding-feesliding-fee scalescale toto LMI individuals.individuals. o A $7.2 million loan toto anan LIHTC projectproject in Huntsville, Alabama,Alabama, thatthat provided 60 unitsunits of affordable housinghousing forfor householdshouseholds earning lessless thanthan 60%60% of the AMI.AMI. o A $7 million loan toto construct, equip andand occupy aa newnew manufacturingmanufacturing building in an IndustrialIndustrial Reinvestment Zone in Houston, Texas, creatingcreating 132 new jobs.jobs. o A $6.9 million loan toto rehabilitate an 80-unit80-unit senior housinghousing complexcomplex inin Riverside, California, with incomeincome restrictionsrestrictions and taxtax creditcredit assistance.assistance.

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o A $5.6 million loan toto finance the redevelopmentredevelopment ofof aa vacantvacant departmentdepartment store in a moderate-incomemoderate-income geography in Jacksonville, Florida,Florida, forfor useuse asas indoorindoor community space for mentoring,mentoring, tutoring and crisiscrisis intervention.

o Loans totaling $4 million toto financefinance HeadHead Start programsprograms educatingeducating children living in povertypoverty inin Dallas,Dallas, Texas.

o A $3.7 million loan toto repurpose and decontaminatedecontaminate aa Superfund site inin aa low-low- income geography with contaminated groundwatergroundwater inin thethe Phoenix,Phoenix, ArizonaArizona CRA assessment area.

Investment Test

* BBVA USA'sUSA’s overall investment testtest performance waswas ratedrated "Outstanding"“Outstanding” inin Alabama, California, and Texas, while performanceperformance inin Arizona,Arizona, Colorado, FloridaFlorida and New Mexico was ratedrated "High“High Satisfactory."Satisfactory.”

* BBVA USA made an excellent level of investmentsinvestments that demonstrated excellent responsiveness to community development needsneeds and often acted inin aa leadershipleadership position.

* The bankbank had qualified investments (not including grants)grants) thatthat totaledtotaled almostalmost $1.1 billion,billion, $694.3 million of whichwhich waswas fundedfunded during the ReviewReview Period.Period.

* BBVA USA is a leader inin financingfinancing affordable housinghousing throughthrough investments inin LIHTCs.

o During the Review Period,Period, the bankbank invested $492.2 millionmillion inin LIHTCsLIHTCs thatthat financed thethe development of more than 5,000 affordable housing units,units, alongalong with significant debt financing for suchsuch LIHTCLIHTC projects.projects.

* The bankbank also supported affordable housing throughthrough investmentsinvestments in mortgage-backedmortgage-backed securities and equity funds.

* The bankbank is a national leader in providingproviding financial supportsupport for CDFIs.CDFIs.

o During the Review Period,Period, the bankbank partneredpartnered withwith 2020 CDFIs located acrossacross its footprint and providedprovided 21 equity equivalent loans andand stockstock purchasespurchases totaling $62.3 million to help increase CDFI lendinglending capacity.capacity.

o The bankbank provided a two-yeartwo-year grant of $500,000 toto thethe nationalnational CDFICDFI tradetrade association toto develop an innovative leadershipleadership programprogram designeddesigned toto traintrain aa diverse group of CDFI leaders to promotepromote innovationinnovation andand addressaddress inequitiesinequities inin access to capital in LMILMI communities.

o The bankbank made numerous donations toto support local and regionalregional CDFIs during the Review Period.

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* During the Review Period, BBVA USA mademade qualifiedqualified grantsgrants toto community organizations totaling $19.2 million,million, of whichwhich $13.6 millionmillion directly benefitedbenefited oneone ofof the bank'sbank’s CRA assessment areas, $3.4 million benefitedbenefited aa broaderbroader statewidestatewide oror regional area thatthat also benefitedbenefited one or more of thethe bank'sbank’s assessmentassessment areas, andand approximately $2.1 millionmillion benefitedbenefited its entireentire footprint.

* A majority of BBVA USA'sUSA’s qualified grantsgrants supported organizations thatthat provideprovide community services toto LMI individuals oror communities,communities, includingincluding financial educationeducation and literacy, education and chartercharter schools, workforceworkforce development, youthyouth andand familyfamily programs, emergency food and housinghousing assistance, and health services,services, amongamong others.others.

* BBVA USA also made substantial grantsgrants toto organizations that support affordableaffordable housing or economic development of LMI or distressed communities.communities.

* Examples of BBVA USA'sUSA’s qualified investments and grants duringduring thethe ReviewReview Period are:

o" Six LIHTC investments totaling $82.3$82.3 millionmillion toto financefinance affordableaffordable housinghousing in thethe Dallas, Texas,Texas, assessment area.

o Investments totaling $50.6 million inin fourfour LIHTCLIHTC projectsprojects inin Birmingham,Birmingham, Alabama, that helpedhelped finance more thanthan 1,000 affordableaffordable housinghousing units,units, andand responded toto the needneed forfor qualityquality affordable housing in thethe assessment area.area.

o Investments totaling $20.3 million inin twotwo LIHTCLIHTC projectsprojects inin Denver, Colorado, which generated about 150 newnew affordable housinghousing rentalrental units;units; these investments were responsiveresponsive toto thethe region'sregion’s significantsignificant needneed for newnew affordable housing.

o A $16.8 million investment inin anan LIHTC projectproject in Laredo,Laredo, Texas,Texas, whichwhich provided about 125 unitsunits of affordable housing.housing.

o An $8.2 million LIHTC investment that financed the development ofof a 60-unit60-unit affordable senior housing projectproject inin Huntsville,Huntsville, Alabama.Alabama.

o A $7.1 million LIHTC investment to fund the rehabilitationrehabilitation of a 207-unit207-unit affordable housing projectproject in Jacksonville,Jacksonville, Florida.Florida.

o A $3.5 million investment inin the locallocal affiliate of aa nationalnational CDFICDFI inin Houston,Houston, Texas,Texas, to support affordableaffordable housinghousing programs;programs; thisthis CDFI focusesfocuses onon housinghousing as a core component of aa holistic revitalizationrevitalization strategy forfor LMILMI communities.communities.

o Investments totaling $2.2 million inin equityequity equivalents forfor CDFIsCDFIs inin Albuquerque, NewNew Mexico,Mexico, during thethe ReviewReview Period,Period, withwith $1.7 millionmillion going to support an affordable housinghousing CDFICDFI and $500,000$500,000 forfor aa CDFICDFI thatthat provides small businessbusiness financing.

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o A $2.0 million investment inin a CDFI focusedfocused on investing capitalcapital and creatingcreating financing solutions to increaseincrease opportunities forfor thethe LatinoLatino communitycommunity andand low-incomelow-income families inin Phoenix,Phoenix, Arizona.

o A $1.6 million investment inin a regional CDFICDFI toto provideprovide capital for smallsmall businesses in the Riverside, California,California, assessment area.area.

o A $1.5 million investment inin a CDFI toto supportsupport a lease-to-ownlease-to-own andand rehab-to-rehab-to- sale program in Birmingham, Alabama,Alabama, involving single-familysingle-family homehome renovations to provideprovide affordable housinghousing optionsoptions toto residentsresidents inin LMILMI neighborhoods.

o A $1.0 million investment inin a national CDFI toto provideprovide capitalcapital forfor loansloans forfor charter schools, affordable housing and communitycommunity facilities benefitingbenefiting LMILMI individuals and communities inin Houston,Houston, Texas.

o A $250,000 investment in a regionalregional CDFI to provideprovide smallsmall businessbusiness loans and technical assistance to small businessbusiness owners inin thethe Dallas,Dallas, Texas,Texas, assessment area.

Service Test

* BBVA USA'sUSA’s overall service testtest performance waswas ratedrated "High“High Satisfactory"Satisfactory” inin allall states except Alabama, whichwhich was ratedrated "Outstanding."“Outstanding.”

* BBVA USA'sUSA’s retail delivery systems inin its CRA assessment areasareas werewere reasonablyreasonably accessible to geographies and residentsresidents of different income levels.levels.

* The distribution of BBVA USA'sUSA’s branchesbranches inin low-incomelow-income census tractstracts was similarsimilar to thethe percentages of households and businessesbusinesses in thethe same geographic category.category. The distribution of its branchesbranches in moderate-incomemoderate-income census tractstracts waswas lessless thanthan thethe percentage of households but greater than thethe percentage ofof businessesbusinesses inin thethe samesame geographic category.

o 29% of the BBVA USA'sUSA’s branches and 32.3% of itsits ATMsATMs werewere inin LMILMI census tracts.

* BBVA USA'sUSA’s record of openingopening and closing branchesbranches diddid notnot adverselyadversely affectaffect thethe accessibility of banking services to LMI geographies inin thethe itsits footprint.footprint. TheThe bank'sbank’s banking services and businessbusiness hourshours diddid notnot vary inin a manner that inconvenienced LMI individuals or geographies. * BBVA USA engaged  BBVA USA engaged in an excellent level of community developmentdevelopment servicesservices throughout its footprint. The bank'sbank’s community development serviceservice performanceperformance was excellent in Alabama and Texas, with goodgood performanceperformance in Arizona,Arizona, California,California, Colorado, Florida and NewNew Mexico.Mexico.

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* During the Review Period, BBVA USA'sUSA’s employees engagedengaged inin 4,1364,136 qualifiedqualified community development service activities totalingtotaling 43,821 volunteer hours.hours.

* BBVA USA'sUSA’s community development services focused on communitycommunity services,services, economic development and affordable housing.housing. The communitycommunity developmentdevelopment serviceservice hours particularly focused on adult financial education, includingincluding homebuyerhomebuyer education to LMI individuals, as wellwell as youthyouth financial education.education.

* BBVA USA also providedprovided small businessbusiness educationeducation through itsits proprietaryproprietary BBVABBVA Momentum program. BBVA Momentum first launched in 20112011 inin Spain andand Mexico, expanding shortly thereafter into a globalglobal networknetwork of accelerator programsprograms inin Turkey, Colombia, Peru and thethe United States. EachEach BBVABBVA subsidiarysubsidiary adaptsadapts thethe program to the specific needs ofof social entrepreneurs in theirtheir country.country. BBVABBVA Momentum was launched in thethe United States in 2017 asas aa five-monthfive-month programprogram inin BBVA USA'sUSA’s footprint. AlthoughAlthough thethe programprogram differs slightlyslightly inin eacheach country, thethe goal of BBVA MomentumMomentum isis thethe same, i.e.,i.e., toto create opportunitiesopportunities forfor socialsocial entrepreneurs to scale up their ventures and increase theirtheir positivepositive impactimpact inin thethe world.

o BBVA Momentum offers participantsparticipants access toto online and in-personin-person training,training, strategic support through one-on-oneone-on-one mentorship, networkingnetworking opportunities, visibility and potential access to financing.financing. BBVABBVA MomentumMomentum includesincludes online education in partnership withwith HeadspringHeadspring ExecutiveExecutive DevelopmentDevelopment byby the FinancialFinancial Times and in-personin-person sessions atat the UniversityUniversity ofof TexasTexas atat Austin'sAustin’s McCombs School ofof Business.Business. Each social entrepreneurentrepreneur isis pairedpaired with a mentor from BBVA USA,USA , selected basedbased onon theirtheir professionalprofessional background and skill set to provideprovide one-on-oneone-on-one strategic support for thethe entirety of the program.program.

o At the end of the program, BBVA USA awards prizesprizes to thethe participatingparticipating enterprises considered most sustainable and withwith thethe highesthighest socialsocial impact.impact. In In addition, winnerswinners maymay be eligible toto receive further investmentinvestment opportunities,opportunities, including capital toto implement thethe growth plansplans developeddeveloped during thethe program. In 2017, BBVA Momentum'sMomentum’s inaugural yearyear inin thethe UnitedUnited States, aa Dallas-basedDallas-based social entrepreneur achieved thethe toptop spot withwith itsits restaurantrestaurant training platform for juvenilejuvenile offenders.

* BBVA USA supported a variety of initiatives, organizationsorganizations and entitiesentities addressingaddressing disaster relief, workforce development, entrepreneurship andand homelessnesshomelessness prevention.

* BBVA USA EmployeesEmployees took board service leadership roles inin manymany communitycommunity organizations engaged in affordable housing,housing, economiceconomic developmentdevelopment andand communitycommunity service, as well as at CDFIs.

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2. BBVA USA'sUSA’s CRACRA ActivitiesActivities SinceSince thethe CompassCompass Bank Bank 2018 2018 Evaluation Evaluation

Since the Compass BankBank 2018 Evaluation, BBVA USAUSA hashas continuedcontinued its outstandingoutstanding overall CRA performance in its assessment areas.areas. AsAs an overviewoverview across itsits CRACRA assessmentassessment areas for home mortgage loans and small businessbusiness loans during 20172017 through SeptemberSeptember 30,30, 2020, BBVA USA: (a) originated approximately 33,27333,273 homehome mortgage loansloans totalingtotaling $12.5 billion,billion, including 7,799 loans totalingtotaling $1.1 billion toto LMI borrowers;borrowers; (b)(b) mademade approximately 97,613 small business loans toto businesses, including loans totalingtotaling $3.6$3.6 billionbillion inin amounts of less than $100,000 and loans totaling $1.64 billion toto businessesbusinesses inin LMILMI census tracts. In its cocommunitymmunity development activities since the Compass Bank 20182018 EvaluationEvaluation (during 2018 through September 30, 2020), BBVABBVA USAUSA made: (1)(1) 595 communitycommunity development loans totaling $2.41 billion,billion, and (2) qualified investments andand grantsgrants totalingtotaling $375.4 million.million. In In addition, BBVA USAUSA employees engaged in approximatelyapproximately 6,9066,906 communitycommunity development service activities withinwithin their local commitments, representing 32,17232,172 volunteervolunteer service hours across its CRA assessment areas, during thisthis same timetime period.period.

Home Mortgage and SmallSmall BusinessBusiness LendingLending

BBVA USA currently providesprovides various productsproducts and servicesservices to helphelp LMILMI householdshouseholds access affordable mortgages and also assists small businessesbusinesses obtainobtain neededneeded financing.financing.

To assist LMI borrowers achieve homeownership, BBVABBVA USAUSA currentlycurrently offers:offers:

* Home Ownership Made EasierEasier (“HOME”)("HOME") MortgageMortgage LoanLoan ProductProduct -– ThisThis isis BBVABBVA USA'sUSA’s proprietary mortgage loanloan product, which permitspermits upup toto 100% loan-to-valueloan-to-value ("LTV")(“LTV”) ratio (temporary COVID-relatedCOVID-related guidelinesguidelines limit thethe maximummaximum LTVLTV toto 97%) and allowallowanceance of seller contributions and cash gifts,gifts, imposes nono privateprivate mortgage insurance requirement, and providesprovides bankbank assistanceassistance ofof upup toto $3,500$3,500 towardtoward down payment and closing costs for properties locatedlocated in LMILMI censuscensus tractstracts oror LMILMI borrowers.

* FHA Loan ProductProduct -– This loan product providesprovides flexible underwriting,underwriting, upup toto 96.5%96.5% financing, a low down paymentpayment requirement (3.5%) and bankbank assistance ofof upup toto $3,500 for properties located in LMILMI census tracts oror LMILMI borrowers.borrowers.

* Veteran AffairsAffairs ("VA')(“VA”) LoanLoan ProductProduct -– VAVA Loans provideprovide loans forfor militarymilitary members, veterans and eligible spousesspouses withwith flexibleflexible underwriting,underwriting, upup toto 100% financing, no down payment requirementrequirement and bankbank assistanceassistance upup toto $2,500 forfor properties in LMI census tractstracts or for LMILMI borrowers.borrowers.

* FannieMae's HomeReady8® Loan Program - This loan program provides up to 97%  Fannie Mae’s HomeReady Loan3 Program – This loan program provides up to 97% financing, a low down paymentpayment ((3%),%), and bank assistance of upup toto $2,500$2,500 forfor properties located in LMI census tracts or for LMILMI borrowers.

* USDA RuralRural Home LoanLoan ProgramProgram -– This loan program providesprovides upup toto 100% financing for ruralrural residences.

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BBVA USA has a team of dedicated Community DevelopmentDevelopment MortgageMortgage BankingBanking Officers strategically located in majority minority marketsmarkets whowho specialize inin affordable housinghousing finance for LMI individuals. This teamteam also plays aa critical rolerole in financial educationeducation andand community outreach development.

BBVA USA has also established a referralreferral processprocess for branchesbranches locatedlocated inin remoteremote markets with no Mortgage Banking Officer toto rely on thethe CentralizedCentralized ConsumerConsumer DirectDirect MortgageMortgage Team to support their customercustomer mortgagemortgage needs.

To help serve the credit needsneeds of small businesses,businesses, BBVABBVA USAUSA currently offersoffers thethe following products:products:

* SBA ExpressExpress LineLine of Credit or Term loanloan -– The SBA programprogram loansloans and lineslines ofof credit are for amounts upup to $350,000, withwith secured andand unsecuredunsecured options,options, and allowsallows higher LTV ratiosratios and debt-to-incomedebt-to-income ratios. NoNo additionaladditional feesfees are chargedcharged for the SBA guaranty. BBVA USAUSA hashas continued toto bebe an active small businessbusiness lender and participates in all of thethe SBA'sSBA’s loan programs.programs. BBVABBVA USAUSA isis aa SBA Preferred Lender, regularly recognized as one of the leading SBASBA smallsmall businessbusiness lenders in the country.

* Business Visa RewardsRewards SecuredSecured Credit Card -– Business VisaVisa CreditCredit CardCard isis collateralized byby an interest-bearinginterest-bearing savingssavings account and earnsearns 1.5 pointspoints perper $1$1 inin qualifying purchases. The annual feefee of $40 is waived for thethe firstfirst year.year.

* Business Visa RewardsRewards Credit Card -– The Business VisaVisa CreditCredit Card hashas nono annualannual fee, earns rewards of 1.5 points perper $1 in qualifyingqualifying purchasespurchases andand chargescharges nono interestinterest on purchases for the initial nine months.

* Convenience Line of Credit -– This revolving line of creditcredit providesprovides access toto available funds for working capital in loan amountsamounts from $10,000$10,000 upup toto $100,000,$100,000, based on stated income. NoNo interest is charged on the initial three billingbilling cycles.cycles.

* Business Term LoanLoan (non(non-real-real estate loan) -– This isis aa fixed-ratefixed-rate loan,loan, securedsecured oror unsecured, with customized repayment plansplans to financefinance majormajor expenditures,expenditures, withwith aa minimum loan amount of $5,000 andand terms of upup toto sevenseven years.years.

Community DevelopmentDevelopment LendingLending and InvestmentInvestment ActivitiesActivities

Since the Compass BankBank 2018 Evaluation, BBVA USAUSA hashas continuedcontinued its highhigh levellevel of community development lending activity. BBVA USAUSA hashas mademade 595595 communitycommunity development loansloans totaling $2.4 billion during that period."period.71 Included in thisthis totaltotal areare loansloans totalingtotaling $478 million for 63 affordable housing projects thatthat havehave created, sustainedsustained andand supported thethe development of 5,503 affordable housinghousing units.units. Of thesethese 6363 projects,projects, ninenine projectsprojects totalingtotaling $4.3 million were supported through the AffordableAffordable HousingHousing ProgramProgram (the(the "AHP")“AHP”) of thethe Federal Home Loan Bank of AtlantaAtlanta (the "Atlanta“Atlanta FHLB").FHLB”). AnAn additional $18.5$18.5 millionmillion waswas

71 Data is for full calendar years 2018 and 2019 and the first nine months of 2020. 71 Data is for full calendar years 2018 and 2019 and the first nine months of 2020.

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provided to CDFIs and community development corporations forfor directdirect support toto organizationsorganizations committed to developing affordable housing.housing.

Examples of BBVA USA'sUSA’s leadership in community development lending sincesince thethe Compass Bank 2018 Evaluation,Evaluation, in addition toto the pandemicpandemic relief activitiesactivities discussed above, include:include:

* A $100 million loan toto finance a nonprofit school systemsystem thatthat providesprovides educationaleducational programs and services primarily to LMILMI students and geographiesgeographies inin Austin,Austin, Dallas,Dallas, Houston and San Antonio, Texas. TheThe school willwill use the fundsfunds toto constructconstruct newnew facilitiesfacilities and renovate existing structures toto house educationaleducational services.services. OverOver 80%80% ofof the students are economically disadvantageddisadvantaged and eligible forfor thethe freefree and reducedreduced lunch program.

* A $50 million line of credit toto aa nonprofit school system thatthat willwill bebe usedused asas bridgebridge financing for a long-termlong-term bond. The education programprogram willwill useuse thethe fundsfunds toto buildbuild schools in thethe state of California, primarily in LMI communities. OverOver 89%89% ofof thethe students in the programprogram are eligible for the free and/orand/or reduced lunch program.program.

* A $46$46 million loan toto refinance BBVA USA'sUSA’s originaloriginal notenote andand allow thethe locallocal government to continue development in a moderate-incomemoderate-income areaarea nearnear downtowndowntown Birmingham, Alabama.Alabama. The original fundsfunds were usedused toto create andand spurspur revitalizationrevitalization and stabilization in downtown Birmingham. The development resultedresulted inin aa parkpark district that eventually became home to the city'scity’s local baseballbaseball teamteam andand createdcreated additional small businesses, residential and mixed-usemixed-use projectsprojects thatthat capitalizecapitalize onon thethe park district.

* A $17.8 million loan toto refinance and renovaterenovate a 300-unit300-unit apartmentapartment complexcomplex withwith aa current housing assistance payment ("HAP")(“HAP”) SectionSection 88 contractcontract in Pensacola,Pensacola, Florida.Florida. The contract allows tenants to pay 30% ofof theirtheir incomeincome toward theirtheir rent,rent, whilewhile thethe HUD subsidy covers thethe remaining amount of thethe proposedproposed rentrent forfor eacheach unitunit upup toto rental amounts approved byby HUD as fair marketmarket rents forfor eacheach unitunit type.type. TheThe currentcurrent HAP contract terminates AprilApril 30, 2031.

* A $16.1 million LIHTC loan for thethe constructionconstruction of a 120120-unit-unit affordableaffordable housinghousing complex in Houston, Texas, that will benefitbenefit seniorsenior citizens (55+(55+ yearsyears old)old) withwith incomes less than 60% of AMI. Additionally, BBVA USAUSA allocatedallocated a $9.5$9.5 millionmillion equity investment that supports thisthis project throughthrough a fund.

* A $14.6 million equityequity bridgebridge loanloan and aa $2.8 millionmillion constructionconstruction loan toto acquire andand rehabilitate a 168168-unit-unit LIHTC development inin Montgomery, Alabama,Alabama, whichwhich provides affordable rental housing for families with incomesincomes lessless thanthan 60%60% ofof thethe AMI. *  A $13.8 million LIHTC loan forfor thethe acquisitionacquisition and rehabilitationrehabilitation ofof aa 72-unit72-unit multi-multi- family complex in Stockton, California, whichwhich providesprovides affordableaffordable housinghousing forfor

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families with incomes at 50% to 60% of AMI. BBVABBVA USAUSA alsoalso providedprovided aa $9.0 million equity investment in this LIHTCLIHTC project.project.

* A $7.9 million loan toto finance an office building forfor anan economic developmentdevelopment corporation in McAllen, Texas, that will house other nonprofitnonprofit organizationsorganizations andand provide jobjob training, education and economic developmentdevelopment opportunitiesopportunities in thethe area.

* A $6.3 millionmillion LIHTC construction loanloan along withwith HOME fundingfunding forfor a multi-multi- family project in Dothan, Alabama.Alabama. The 48-unit48-unit apartmentapartment buildingbuilding willwill benefitbenefit individuals and families earning 50%50% toto 60% of thethe AMI.AMI. InIn additionaddition toto thethe loan,loan, BBVA USA will provide a $6.3 millionmillion equity investment toto supportsupport thethe project.project.

* A $6 million revolving line of credit to aa nonprofitnonprofit organizationorganization inin Austin,Austin, Texas,Texas, toto finance its working capital needs resulting from economic disruptionsdisruptions from COVID-COVID- 19. The funds will support the agencyagency with ongoingongoing jobjob placementplacement andand maintainmaintain locallocal stores.

* A $4.3 million construction loan to a locallocal nonprofitnonprofit toto continue itsits renovationrenovation projectproject on an abandoned building inin a moderate-incomemoderate-income neighborhoodneighborhood andand designateddesignated SBASBA HubZone in Jacksonville, Florida.Florida. The nonprofitnonprofit organization willwill convertconvert thethe abandoned building into a school andand community center.center.

* A $4.1 million loan thatthat will support thethe construction of aa 64-unit64-unit affordableaffordable apartment complex in Birmingham, Alabama,Alabama, in partnershippartnership withwith HUDHUD and thethe Atlanta FHLB'sFHLB’s AHP.AHP. All the rents willwill be underunder thethe RentalRental AssistanceAssistance Demonstration program, pursuant toto which thethe tenants'tenants’ rental paymentspayments areare cappedcapped atat 30% of their income. BBVA USAUSA also supportedsupported the transactiontransaction withwith aa $7.6 millionmillion equity investment.

* A $1.5 million loan toto a federally qualified healthhealth center locatedlocated inin Mobile,Mobile, Alabama,Alabama, to support a new clinic in a moderate-incomemoderate-income communitycommunity andand SBA HubZone.HubZone. AlmostAlmost all of the clinic'sclinic’s clients are at or belowbelow 200% of thethe povertypoverty level.level. AA BBVABBVA USAUSA employeeemployee serves on the organization'sorganization’s BoardBoard ofof DirectorsDirectors andand finance committee.committee.

BBVA USA has also continued its highhigh level ofof communitycommunity development investmentinvestment andand grant activity since the Compass Bank 20182018 Evaluation.Evaluation. ForFor thethe periodperiod of JanuaryJanuary 1, 2018,2018, throughthrough September 30, 2020, BBVA USA made qualifiedqualified investments andand grants totalingtotaling $375.4 million throughout its CRA assessment areas. ExamplesExamples of suchsuch qualifiedqualified investmentsinvestments and grants of BBVA USA, in addition to the pandemic-reliefpandemic-relief activities discusseddiscussed below,below, are:are: * Six LIHTC investments  Six LIHTC investments totaling $37.1 millionmillion toto finance affordableaffordable housinghousing inin thethe Houston, Texas,Texas, assessment area, which createdcreated more thanthan 700700 affordableaffordable housinghousing rental units for LMI families and seniors. * Five LIHTC investments totaling  Five LIHTC investments totaling more thanthan $33.0$33.0 millionmillion toto financefinance affordable housing in the Birmingham, Alabama,Alabama, assessment area, whichwhich created moremore thanthan 300 affordable housing rentalrental unitsunits forfor LMILMI familiesfamilies and seniors.seniors.

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* A $14.8 million LIHTC investment that financed the development ofof a 120-unit120-unit affordable senior independent living housinghousing projectproject located in a FortFort Worth,Worth, Texas,Texas, master-plannedmaster-planned development designed around aa revitalizationrevitalization framework.framework.

* A $9.0 million LIHTC investment to fund the rehabilitationrehabilitation of a 72-unit72-unit affordable housing project in Stockton, California, wherewhere low-incomelow-income residentsresidents willwill benefitbenefit fromfrom reduced utility costs as a result of energy efficiencyefficiency upgrades.upgrades.

* A $6.8 million LIHTC investment thatthat financed thethe rehabilitationrehabilitation of aa 179-unit179-unit affordable senior high-risehigh-rise projectproject located inin downtown Jacksonville,Jacksonville, Florida,Florida, withwith set-asidesset-asides for extremely low-incomelow-income persons and personspersons withwith specialspecial needs.needs.

* A $6.0 million investment inin a regional CDFICDFI toto provideprovide capital forfor affordable housing development, environment infrastructure and community facilitiesfacilities inin ruralrural and tribal LMI communities located inin the statesstates ofof Arizona,Arizona, California andand NewNew Mexico.

* A $3.0 million investment inin a national CDFI'sCDFI’s affiliates inin HoustonHouston and Austin,Austin, Texas, to provide microloans to low-incomelow-income womenwomen entrepreneursentrepreneurs and $87,500$87,500 inin grants to support the CDFI'sCDFI’s microfinancemicrofinance programprogram and market expansion.expansion.

* A $2.0 million investment inin a national CDFI toto provideprovide forfor thethe acquisition,acquisition, preservation,preservation, construction, sale, financing and ownershipownership ofof affordableaffordable housinghousing in single-familysingle-family and multi-familymulti-family projects inin FloridaFlorida andand Texas.

* A $1.5 million grant to a Florida nonprofitnonprofit scholarshipscholarship fundingfunding organizationorganization thatthat provides scholarships and educationaleducational opportunities toto childrenchildren fromfrom LMILMI familiesfamilies inin six of BBVA USA'sUSA’s CRA assessment areasareas in Florida:Florida: Jacksonville,Jacksonville, Crestview,Crestview, Gainesville, Homosassa Springs, Pensacola andand Tampa.

* Grants totaling $163,000, which are a portion of a totaltotal commitment ofof $815,000,$815,000, toto support the construction of a 30,510 square-footsquare-foot facilityfacility inin Houston,Houston, Texas,Texas, thatthat willwill house an affordable housing developer'sdeveloper’s community engagement, financialfinancial education, affordable housing, federallyfederally qualified healthhealth center, earlyearly childhoodchildhood educationeducation program and economic opportunity programs,programs, asas wellwell as the organization'sorganization’s administrative headquarters.

* A $150,000 grant to provide classroom spacespace for a varietyvariety ofof financialfinancial education activities for workforce advancement clients, employees and adultadult highhigh school students offered by an organizationorganization focused on reducing generational povertypoverty throughthrough education and career development in San Antonio,Antonio, Texas.Texas. * The final $70,000 grant of  The final $70,000 grant of a multi-yearmulti-year $100,000 commitment toto supportsupport aa nonprofitnonprofit community development housinghousing organization'sorganization’s creation ofof anan IDAIDA savingssavings programprogram for LMI individuals wantingwanting toto purchasepurchase homes in thethe RioRio GrandeGrande ValleyValley ofof Texas.Texas.

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Banking and Community Development Services

Branches and Online/Mobile Services.Services . BBVA USAUSA providesprovides its bankingbanking servicesservices through a network of traditional branchesbranches and ATMs,ATMs, as well as byby telephone,telephone, onlineonline andand mobilemobile app. As of September 30, 2020, BBVA USAUSA had 636 branches and 1,316 ATMsATMs inin sevenseven states.states. The largest number of branches are in Texas, followed byby (in the orderorder ofof nextnext highesthighest branchbranch number to lowest branch number): Alabama, Arizona,Arizona, California, Florida,Florida, ColoradoColorado andand NewNew Mexico. Currently, BBVA USA has 188 branches (or 29.6% of its branchbranch network)network) inin LMILMI census tracts. The percentagepercentage of branchesbranches inin LMI censuscensus tracts hashas increased sincesince thethe Compass Bank 2018 Evaluation due to optimization of the branchbranch network andand the openingopening ofof oneone dede novonovo branch in a lowlow-income-income census tract in FortFort Worth,Worth, Texas,Texas, inin 2018.722018.72

BBVA USA also embraces technology as thethe means to deliverdeliver services thatthat helphelp improveimprove its customers’customers' financialfinancial health, aa keykey pillar for BBVABBVA USAUSA thatthat isis even moremore criticalcritical inin thethe faceface of the COVIDCOVID-19-19 pandemic.pandemic. BBVA USA recognizes thatthat itsits fully bilingualbilingual (English/Spanish)(English/Spanish) BBVA USA mobile banking app also significantlysignificantly increases accessibilityaccessibility toto bankbank services,services, which is critical to LMI customers.

To this end, BBVA USA launched an initiative to traintrain branchbranch team membersmembers asas mobilemobile banking experts to deliver face-to-faceface-to-face mobilemobile bankingbanking demonstrations toto customers.customers. In In addition,addition, all branch employees have goals to teachteach customers toto useuse essential mobilemobile bankingbanking functionality. O Overver the course of 2019,2019, BBVABBVA USA'sUSA’s branchbranch employeesemployees conductedconducted moremore thanthan 935,750 mobile banking demonstrations, of whichwhich 32% (or 295,035) werewere conductedconducted inin branchesbranches located in LMI census tracts. As of NovemberNovember 11, 2020,2020, branchbranch team membersmembers havehave conductedconducted more than 468,750 functionality demonstrations, of whichwhich 310%31% werewere performedperformed atat branchesbranches inin 7 3 LMI census tracts. 73

These mobile banking demonstrations showshow customers howhow to performperform criticalcritical mobilemobile banking activities, including: mobile deposit, alerts activation, billbill pay,pay, fund transfers,transfers, cardcard management, direct deposit and other account management features.features. BBVABBVA USAUSA mobilemobile andand online bankingbanking providesprovides access to 24 customizable alertsalerts toto help clients closely monitor theirtheir financial accounts, notifying them if theirtheir account balancebalance reachesreaches a critical point.point. TheseThese alerts can be received as pushpush notifications or viavia email and areare a greatgreat defensedefense via faster detectiondetection ofof unusual account activity. Furthermore, BBVA USA mobilemobile and online bankingbanking providesprovides real-real- time transactiontransaction details, giving clients insight intointo how each transactiontransaction impactsimpacts accountaccount balances as it occurs and helping clients understandunderstand theirtheir overall financialfinancial picturepicture and potentiallypotentially avoid overdrafts and other fees.

The demonstration on the Financial Tools feature inin the mobilemobile bankingbanking appapp isis ofof specialspecial value to LMI clients, offering powerful tools for financial health. CustomersCustomers cancan linklink andand manage external financial accounts to easily viewview a full financial picturepicture inin one place.place. FinancialFinancial Tools will automatically categorize and classify transactions toto tracktrack spending,spending, andand createscreates aa

72 That de novo branch in a low-income census tract is located at 6500 NW Loop 820 Freeway, Suite 100, Fort 72 That de novo branch in a low-income census tract is located at 6500 NW Loop 820 Freeway, Suite 100, Fort Worth, Texas 76135. Worth, Texas 76135. 7 Mobile banking demonstrations were temporarily suspended in March 2020 due to the pandemic because the 73 Mobile banking demonstrations were temporarily suspended in March 2020 due to the pandemic because the majority of branch lobbies were closed. In July, however, the mobile banking demonstration activity was restarted majority of branch lobbies were closed. In July, however, the mobile banking demonstration activity was restarted with appropriate social distancing standards. with appropriate social distancing standards.

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budget that shows cash flow, trends, spending, debtsdebts andand net worth.worth. InIn addition,addition, Financial ToolsTools makes it easy to set and track financial goals, such as becoming debtdebt free.free.

Similarly, the Insights feature in the mobile banking app helpshelps clientsclients improveimprove theirtheir financial health by providing proactive notificationsnotifications on potentially unusualunusual account activity,activity, suchsuch as new subscription services or price increases onon recurringrecurring bills.bills. ClientsClients willwill getget insightsinsights onon BBVA USA accounts as well as any linked outsideoutside accounts.

Online Account Origination ("OAO")(“OAO”) is also anan availableavailable feature in thethe mobilemobile bankingbanking app, which allows customers to open bothboth deposit accounts (checking, savings, moneymoney marketmarket and CDs) and lending products (Express PersonalPersonal Loan and credit cards)cards) withoutwithout physicallyphysically coming to the bank. This feature isis particularly valuablevaluable toto customers whowho maymay havehave limitedlimited transportation options or limited ability to visit a branch during regularregular officeoffice hourshours due toto jobjob demands or other challenges. Banker Digital Assist waswas introducedintroduced in 2020 toto verballyverbally guide customerscustomers through the OAO processprocess byby phonephone with a live banker.banker.

BBVA USA makes its digital services such as mobile bankingbanking and onlineonline bankingbanking accessible to those with disabilities who maymay use assistive technology, includingincluding screen readers,readers, text enlargement sofsoftwaretware or programsprograms that control aa computer with voicevoice oror faceface toto navigatenavigate TM online or via a mobile device. AA link to download the free eSSENTIALeSSENTIAL AccessibilityAccessibility™ AppApp isis available on BBVA USA'sUSA’s websitewebsite to incorporate assistiveassistive technologytechnology suchsuch asas mousemouse and keyboardkeyboard replacements, voice recognition, speech enablement and hands-free/touch-freehands-free/touch-free navigation.

Consumer BankingBanking Products.Products. To help serveserve the needsneeds of LMILMI and under-bankedunder-banked individuals, BBVA USA currently offers consumers access toto low-costlow-cost depositdeposit accounts andand other affordable consumer products, including:

* Build My Savings -– This is a goal-basedgoal-based savings account that helpshelps customerscustomers developdevelop good savings habits with a 1% matchmatch for sticking to aa six-six- or 1212-month-month planplan whilewhile also earning interest on the balance.balance. This typetype ofof accountaccount requiresrequires onlyonly $25 toto openopen and has no service charge.

* Opportunity Banking Banking -– a specialty program thatthat bundlesbundles thethe productsproducts below:below:

o BBBBVA VA Easy Checking -– This is an account designeddesigned for those whowho dodo notnot qualify for a standard checking accountaccount and givesgives thosethose individualsindividuals thethe opportunity to rebuildrebuild theirtheir credit. AfterAfter 12 months,months, therethere is an opportunityopportunity toto request to upgrade their Easy Checking accountaccount toto another BBVABBVA USAUSA consumer checking account if their BBVA USAUSA EasyEasy CheckingChecking account isis inin active status and hashas a positivepositive balance.balance. There are nono ATMATM feesfees atat BBVABBVA USA ATMs, and the account provides freefree online bankingbanking and mobilemobile banking, mobile deposit and billbill pay.pay. This account includesincludes oneone freefree VisaVisa debitdebit cardcard perper account holder.holder. InIn addition,addition, thisthis accountaccount includesincludes freefree customizable account alerts and free unlimitedunlimited check writing. ThisThis typetype ofof account only requires only $25 to openopen and has a monthlymonthly serviceservice chargecharge ofof $13.95. Overdrafts are blocked.

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o BBBBVA VA Free Checking -– This account hashas nono monthlymonthly serviceservice chargecharge andand nono ATM fees at BBVA USA ATMs. FreeFree online bankingbanking andand mobile banking,banking, plus mobile deposit and billbill pay.pay. This accountaccount includes oneone freefree VisaVisa debitdebit cardcard per account holder.holder. In addition, thisthis account includesincludes freefree customizable accountaccount alerts, free online and paperpaper statements,statements, and freefree unlimitedunlimited checkcheck writing. This account requiresrequires onlyonly $25 toto open.

o Optimizer Credit Card -– This card is designeddesigned forfor peoplepeople whowho needneed toto buildbuild oror improve theirtheir credit history,history, and providesprovides financial flexibilityflexibility andand convenience. The card lookslooks and works likelike aa regularregular credit card.card. TheThe creditcredit line is secured byby an interest-bearinginterest-bearing collateral savingssavings accountaccount andand cancan bebe increased withwith depositsdeposits toto thethe savingssavings account.account.

o BBBBVA VA Online Checking -– This account requiresrequires only $25 toto open andand imposesimposes no monthly service charge and nono ATMATM feesfees atat BBVABBVA USAUSA ATMsATMs andand 64,000 Allpoint Network ATMs. ItIt also providesprovides variousvarious freefree services, including: online banking and mobile banking,banking, mobile deposit,deposit, billbill pay,pay, customizable account alerts, online statements, unlimitedunlimited check writing,writing, andand aa free Visa debit card.

o BBVA Savings -– The BBVA Savings account imposesimposes nono monthlymonthly feefee withwith aa monthly automatic transfertransfer of more than $25 oror aa daily balancebalance ofof moremore thanthan $500.

* Business ConConnectnect Checking -– This is an accountaccount designed toto bebe easyeasy forfor smallsmall businesses, with no minimum account balance requirements; freefree online banking,banking, mobile banking and bill pay;pay; and nono monthlymonthly service charge. InIn addition, thethe accountaccount provides no charges for: twotwo in-branchin-branch deposits;deposits; fivefive in-branchin-branch withdrawals/checks;withdrawals/checks; up to $5,000 in cash processing; and one personalizedpersonalized VisaVisa debitdebit card.card.

* Business Savings -– BBVA USA'sUSA’s businessbusiness savingssavings account allows aa lowlow minimumminimum opening deposit of only $100.

Community DevelopmentDevelopment Services.Services . BBVABBVA USA has continued itsits highhigh levellevel ofof community development service activity since thethe Compass BankBank 20182018 Evaluation.Evaluation. BBVABBVA USAUSA employees are encouraged to engage in community development services throughthrough thethe BBVABBVA USA Volunteers Program, which beganbegan in 20182018 and providesprovides eacheach employeeemployee withwith 16 hourshours ofof paid time off to use toward volunteer activities.

Financial education has remainedremained a prioritypriority inin BBVA USA'sUSA’s community service activities. BBVA USA'sUSA’s Center for FinancialFinancial Education ("CFE")(“CFE”) virtualvirtual platform,platform, whichwhich beganbegan in 2016 in partnership with EverFi, providesprovides a suite of financialfinancial educationeducation courses designeddesigned toto help people access financial toolstools and make effective financial decisions.decisions. The coursescourses includeinclude adult personal finance education, homebuyer educationeducation and small business financial education, in both English and Spanish.

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BBVA USA launched its full financial education programprogram withwith aa Financial EducationEducation Summit, committing to provideprovide financial education toto 10,000 adults inin 2019. The centerpiececenterpiece ofof the summit was BBVA USA'sUSA’s CFE Community Partner Program.Program. TheThe CFE Community PartnerPartner Program is designed to provide financial education workshops through partnershipspartnerships withwith locallocal nonprofitnonprofit organizations in BBVA USA'sUSA’s footprint. The nonprofitnonprofit partnerpartner organizationsorganizations havehave aa demonstrated ability to provideprovide financialfinancial capabilitycapability programmingprogramming toto LMILMI families,families, toto unbankedunbanked or under-bankedunder-banked populations, or to small businessesbusinesses inin underservedunderserved areas.areas. SinceSince thethe successfulsuccessful four-monthfour-month pilot in 2018, which engaged 2828 nonprofitnonprofit organizations,organizations, thethe programprogram nownow includesincludes 55 organizations in 29 markets.

The CFE Community Partner Program workshops areare customized toto focusfocus onon homehome ownership, personal finance and small businessesbusinesses andand are led byby local bankbank volunteersvolunteers withwith expertise in each ofof the subject matter areas. The programprogram underscores BBVABBVA USA'sUSA’s purpose,purpose, bringing the age of opportunity to everyone byby improving thethe lives and financialfinancial capabilitiescapabilities ofof the people inin the communities served by BBVA USA.USA.

In support of the current recommendationsrecommendations and toto promotepromote socialsocial distancingdistancing duringduring thethe COVID-19COVID-19 pandemic, BBVA USA'sUSA’s CFE executed virtualvirtual financialfinancial educationeducation workshops.workshops. BBVA USA'sUSA’s Social Impact teamteam worked with nonprofit communitycommunity partnerspartners acrossacross itsits seven-seven- state footprint to transition to virtualvirtual financial education workshops.workshops. VirtualVirtual workshopsworkshops allowedallowed BBVA USA toto continue providing financial education toto LMI individualsindividuals andand small businesses.businesses. In further support of adverselyadversely affected communities, BBVABBVA USA'sUSA’s CFECFE developed andand introduced new ffinancialinancial education modules of Debt ManagementManagement and MobileMobile Banking.Banking.

Despite the pandemic challenges, BBVA USA employeesemployees havehave conductedconducted 350 virtualvirtual financial education workshops totaling 2,9042,904 community developmentdevelopment serviceservice hourshours inin 2020,2020, asas of September 30, 2020. Of those community development serviceservice hours,hours, 31.6%31.6% supportedsupported affordable housing, 41.2 % supported economic development and 27.10%27.1% supported communitycommunity services.

During 2018 through September 30, 2020, BBVA USAUSA employeesemployees havehave engagedengaged inin aa total of moremore than 6,900 community development service activities throughout its CRACRA assessment areas, including the 350 virtual financial education workshopsworkshops inin 2020.2020. Some examples of the community development service activities include:include:

* Volunteering a total of 9,9299,929 qualified boardboard andand committee serviceservice hours,hours, ofof whichwhich 2,417 were provided to organizationsorganizations withwith a community developmentdevelopment purposepurpose ofof economic development and 1,918 hours were providedprovided to organizationsorganizations withwith aa community development purposepurpose of affordable housing.housing. * Providing  Providing 967 technical assistance service hourshours inin partnershippartnership with thethe VITAVITA program to help LMI individuals in completing theirtheir taxtax returns.returns. * Providing 167 hours of affordable  Providing 167 hours of affordable housinghousing technicaltechnical assistance as partpart ofof thethe AtlantaAtlanta FHLB'sFHLB’s AHP.

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* ConductingConducting 169 workshops and volunteering overover 900 hourshours inin workshopsworkshops thatthat benefitedbenefited LMI individuals and small businessbusiness ownersowners in partnershippartnership withwith an organization that provides homebuyerhomebuyer education andand community servicesservices toto LMILMI individuals as wellwell as small businessbusiness services toto small businessbusiness owners.

* Volunteering 423 hours to provideprovide 4444 homebuyer,homebuyer, personalpersonal finance, andand smallsmall business workshops for LMI individuals andand smallsmall businessbusiness ownersowners inin partnershippartnership with Business and Community Lenders ofof Texas,Texas, whichwhich supports communitiescommunities ofof color with the financial tools and education necessary to acquireacquire wealth-buildingwealth-building assets such as homeownership and entrepreneurship to optimizeoptimize positivepositive economiceconomic returns.

In addition toto the extensive financial education programsprograms throughthrough thethe CFE,CFE, BBVABBVA USAUSA has other community development service programs,programs, including:

* BBBBVA VA Momentum Program -– In 2018 and 2019,2019, BBVABBVA USAUSA continued withwith itsits proprietary BBVA Momentum programprogram (discussed above), whichwhich createscreates opportunities for social entrepreneursentrepreneurs to scalescale upup theirtheir venturesventures andand increaseincrease theirtheir positive impact in the world. BBVA Momentum offersoffers participantsparticipants accessaccess toto onlineonline and inin-person-person training, strategic support through one-on-oneone-on-one mentorship, networkingnetworking opportunities, visibilityvisibility and potentialpotential access toto financing. SinceSince 2017,2017, BBVABBVA Momentum has supported 55 social enterprisesenterprises inin thethe UnitedUnited States.States.7474 InIn 20182018 andand 2019, BBVA USA employees providedprovided 1,847 hourshours ofof smallsmall businessbusiness technicaltechnical assistance through BBVABBVA Momentum byby providingproviding strategic supportsupport toto thethe socialsocial entrepreneurs in the program.

o As noted above, at thethe end of the programprogram each year,year, BBVABBVA USAUSA awardsawards prizes to participant enterprises considered mostmost sustainable andand withwith thethe highest social impact. The top prizewinnerprizewinner for BBVA MomentumMomentum inin 20192019 was a social entrepreneur from LosLos Angeles, whowho tooktook homehome thethe $100,000$100,000 first prize for a corporate gifting companycompany thatthat offersoffers life-changinglife-changing productsproducts made by over 4040 social enterprises.enterprises. InIn 2018,2018, a social entrepreneur wonwon thethe $75,000 first prizeprize for a Dallas-basedDallas-based company that financesfinances fuel-efficientfuel-efficient andand reliable cars (under warranty) forfor lower-skilledlower-skilled workers withwith weakweak credit.credit.

* Money FitFit and MoneyGuideMoneyGuide ProPro -– BBVA USAUSA providesprovides MoneyMoney Fit,Fit, anan online financial education resource withwith sections on savings andand budgeting,budgeting, owningowning aa home,home, retirement and more. The content is designed toto helphelp customerscustomers andand prospectsprospects bebe better money managers and planners.planners. BBVABBVA USAUSA also offersoffers customerscustomers MoneyGuide Pro,Pro, an online financial education programprogram with moremore thanthan 7070 online mini-courses.mini-courses. * BB VA for Your Cause -  BBVA for Your Cause – This is a bankbank affinity programprogram designed for nonprofitnonprofit organizations and their employees and individuals namingnaming thethe nonprofitnonprofit whenwhen opening up their first BBVA USAUSA consumer checkingchecking account (this includesincludes

74 At a global level, over 1,500 entrepreneurs have participated in BBVA Momentum since its launch in 2011. 74 At a global level, over 1,500 entrepreneurs have participated in BBVA Momentum since its launch in 2011.

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members and non-membersnon-members of thethe nonprofit). Those employeesemployees and individualsindividuals whowho open up their first BBVA USA consumerconsumer checking accountaccount usingusing thethe programprogram receivereceive a cash bonus,bonus, as does theirtheir associated nonprofit organization. The nonprofitnonprofit organization also receivesreceives 25 basis pointspoints on debitdebit cardcard transactionstransactions (related(related toto thethe checking account) byby employees and individuals.individuals. InIn addition, financialfinancial educationeducation programs are offered online and in personperson toto BBVA USAUSA customers.customers. (Free(Free CheckingChecking and Premium Checking accounts qualify forfor thisthis inin Alabama,Alabama, Arizona,Arizona, Colorado,Colorado, New Mexico and Texas; Convenience CheckingChecking andand Premium CheckingChecking accountsaccounts qualify in California and Florida.)Florida.)

 Workplace Solutions -– This programprogram is designed for companies andand theirtheir employees,employees, and employee families. In additionaddition toto receiving discountsdiscounts on products,products, financialfinancial education is a key program benefit andand available throughthrough webinars,webinars, in-personin-person meetings and BBVA USA online content, includingincluding thethe MoneyGuideMoneyGuide ProPro series.series.

BBVA USA COVIDCO VID-19-19 Pandemic ReliefRelief

To help consumers dur duringing the COVID-19COVID-19 pandemic,pandemic, BBVABBVA USAUSA expanded thethe eligibility criteria for standard shortshort-term-term paymentpayment assistance programsprograms toto includeinclude allall retailretail customerscustomers with a COVIDCOVID-19-related-19-related hardship regardlessregardless ofof thethe lengthlength of theirtheir relationshiprelationship withwith BBVA USA,USA, previousprevious payment history or previousprevious short-termshort-term hardshiphardship assistanceassistance granted.granted. AnAn online portal was established to allow customers to requestrequest loan paymentpayment assistanceassistance duringduring thisthis time of unprecedented inbound call volumes. This allowedallowed BBVABBVA USAUSA toto provideprovide extensionsextensions toto over 70,000 retail customers.

BBVA USA has also started the groundworkgroundwork onon medium-termmedium-term lossloss mitigationmitigation solutionssolutions toto better assist those customers coming off a deferral who are inin needneed ofof furtherfurther assistance.assistance. DuringDuring the height of the pandemic,pandemic, outbound collection dialing andand repossessionrepossession effortsefforts werewere temporarily suspended, and thethe suspension of foreclosures remainsremains inin place.place. Additionally,Additionally, BBVA USA waived the requirement of manymany in-personin-person activities, suchsuch asas replacingreplacing fullfull appraisals with drivedrive-by-by appraisals,appraisals, allowing digital signatures insteadinstead ofof "wet"“wet” signaturessignatures andand enhancing the online experience to reducereduce thethe need for in-branchin-branch servicing.

BBVA USA'sUSA’s participation in the SBA'sSBA’s PPP significantly helped smallsmall businessesbusinesses in itsits CRA assessment areas addressaddress their pandemic-relatedpandemic-related financialfinancial challenges.challenges. BBVABBVA USAUSA mademade 22,436 PPP loans totaling $3.2 billion and impacting approximately 360,000360,000 jobs.jobs. The averageaverage size of BBVA USA'sUSA’s PPP loans was $141,260.$141,260 . The aggregate amountamount ofof PPPPPP loansloans ofof lessless thanthan $100,000 that BBVA USA mademade approximated $533.3 million.million. InIn addition,addition, BBVABBVA USAUSA mademade 24% of the total number of its PPP loans toto borrowers in LMI census tracts; thethe aggregateaggregate amount of such loans was approximately $851.5 million.million. BBVA BBVA USA'sUSA’s PPPPPP loansloans supportedsupported diversediverse industries from medical providersproviders to restaurantsrestaurants toto manufacturingmanufacturing plants.plants. BBVABBVA USAUSA also makemake PPP loans aggregating $149.3 millionmillion toto 325 nonprofit organizations.organizations.

As noted, BBVA USA has contracted withwith a third partyparty toto deploy itsits end-to-endend-to-end forgivenessforgiveness managed service solution for PPPPPP loan forgivenessforgiveness processing.processing. ThisThis solutionsolution isis designed by the third party to facilitate rapid scaling for highhigh volumes of forgiveness requests,requests, capturing relevant information from digitized documents forfor forgivenessforgiveness calculationscalculations viavia aa

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borrower portal. The built-inbuilt-in calculators implementimplement forgiveness determinationsdeterminations andand includeinclude anan interface with thethe SBA E-TranE-Tran system for informationinformation transmission. ToTo date, BBVABBVA USAUSA hashas opened the borrower portal for forgivenessforgiveness processingprocessing toto over 200 clientsclients whowho appliedapplied forfor PPPPPP loans originally and expanded that onboardingonboarding process toto anotheranother 500500 clients.clients. AA phasedphased ramp-upramp-up will include the majority of BBVABBVA USA'sUSA’s PPPPPP borrowersborrowers byby year-endyear-end 2020.2020.

Additionally, BBVA USA provided small businessbusiness disasterdisaster loansloans of upup toto $50,000$50,000 toto small businesses impacted by thethe pandemic and otherother natural disasters.disasters. The disasterdisaster loansloans allowed small businesses to use the funds for unexpectedunexpected expenses,expenses, makemake payrollpayroll oror purchasepurchase inventory. This isis a 36-month36-month term loan with nono paymentpayment for 90 days. BBVABBVA USAUSA originatedoriginated 292 small business disaster loans totaling $7,330,100. AdditionalAdditional relief actionsactions takentaken duringduring thethe pandemic include:

* ATM and NSF/overdraft fee refunds per customer requestrequest andand automaticautomatic waiverwaiver ofof extended service fees;

* Customer-requestedCustomer-requested late feefee waivers and paymentpayment deferrals on smallsmall businessbusiness conventional loans and SBA Express, 7(a)7(a) and 504 loans;loans;

* Client requests to lower ratesrates on existing loans;loans; and

* Business credit card offers with an introductoryintroductory interestinterest raterate ofof 0%.0%.

BBVA USA also offered commercial lending clients a streamlined productproduct thatthat includedincluded 90 days of loan payment relief and a covenant holidayholiday throughthrough September 30,30, 2020."2020.75 InIn addition toto this streamlined product, BBVA USA hashas alsoalso worked withwith borrowersborrowers toto modifymodify covenants and address the COVID impact from a covenant perspective.perspective. InIn some cases,cases, BBVABBVA USA also offered liquidity facilities to assist withwith short-termshort-term COVID relief.relief. Second paymentpayment deferral requests have been minimal.minimal.

Some of the additional COVID-19COVID-19 pandemic-relatedpandemic-related lending activity of BBVABBVA USAUSA included thethe following loans, which qualified as community development loans:loans:

* Fifty PPP loans totaling $76.5 million toto nonprofit organizations suchsuch asas affordableaffordable housing agencies, charter schools, federally qualifiedqualified healthhealth centers,centers, foodfood banksbanks andand homeless shelters;

* A $6.7 million PPP loan to a printing company located in a low-incomelow-income census tracttract and within anan SBA HubZone in Denver,Denver, Colorado, toto support thethe retentionretention ofof approximately 450 jobs;jobs; * A $5.2 million PPP  A $5.2 million PPP loan to a regional grocerygrocery distributor inin aa low-incomelow-income censuscensus tracttract and within an SBA HubZone in Birmingham,Birmingham, Alabama,Alabama, toto support thethe distributor'sdistributor’s efforts to retain 410 jobsjobs and provideprovide essential businessbusiness servicesservices duringduring thethe pandemic;pandemic; and

75 BBVA USA granted this relief if requested by a pandemic-impacted borrower. 75 BBVA USA granted this relief if requested by a pandemic-impacted borrower.

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* A $1.2 million PPP loan to a NativeNative AmericanAmerican tribetribe locatedlocated in Albuquerque,Albuquerque, NewNew Mexico, to support its NativeNative AmericanAmerican cultural center, small businessesbusinesses andand otherother activities and help retain approximately 260 jobs.jobs.

BBVA USA also hashas providedprovided COVID-19COVID-19 reliefrelief through communitycommunity developmentdevelopment support programs. The BBVA Foundation has committed over $3 millionmillion inin grantsgrants toto 172 nonprofit community organizations during thethe pandemic.pandemic. The responseresponse effort waswas designeddesigned to take into account thethe immediate, interim and long-termlong-term needsneeds of communities inin responseresponse toto the following communitycommunity-identified-identified needs: basicbasic assistance (food insecurity, financial/wagefinancial/wage loss,loss, rent/utility relief), public healthcare, and microenterprise and smallsmall businessbusiness support.support. The The pandemic-relatedpandemic-related grants committed by BBVA USAUSA include:

* $1.3 million in grants toto CDFIs and other organizations toto offeroffer zero-zero- andand low-interestlow-interest rate loans, payment deferment and technical assistanceassistance forfor smallsmall businesses;businesses;

* $1 million in Rapid ResponseResponse Relief grants toto local organizationsorganizations providingproviding basicbasic needs assistance; and

* A $600,000 grant to Feeding AmericaAmerica which assistedassisted 2828 local food banksbanks acrossacross thethe United States.

In addition, BBVA USAUSA providedprovided customer assistance throughthrough CDFI investmentsinvestments inin responseresponse to COVIDCOVID-19.-19. The CDFI COVID-19COVID-19 ResponseResponse PlanPlan was geared towardtoward CDFIsCDFIs withwith anan economic and small business focus, offering reliefrelief in thethe form ofof comprehensivecomprehensive interestinterest payment deferral for upup to six months, withwith deferred paymentspayments due atat termination.termination. BBVABBVA USAUSA also providedprovided consent waivers for cross-defaultscross-defaults from otherother lenders and financialfinancial institutions.institutions. InIn addition,addition, BBVA USA providedprovided upup toto $10 billion toto CDFIs at 0%0% interestinterest inin thethe firstfirst yearyear and forfor up to 1010 years. To date, BBVA USA hashas providedprovided nearlynearly $268,000 inin deferred interest paymentspayments to six CDFI organizations and closed $3.2 millionmillion inin investments toto CDFI organizations withwith anan additional $3.2 million in thethe pipeline. BBVA USAUSA expects toto continuecontinue itsits supportsupport offersoffers inin 2021 to help ensure the health and wellness of CDFI organizationsorganizations thatthat needneed assistance as thethe pandemic continues.

Conclusion

The Proposed Transaction will joinjoin two bankingbanking organizationsorganizations withwith highlyhighly compatiblecompatible cultures, business models, risk managementmanagement systems and dedicationdedication toto superior customer service,service, resulting in a stronger PNC thatthat is betterbetter able to serveserve consumers, businesses and otherother customerscustomers across the nation. All of the statutorystatutory factors thatthat thethe FederalFederal ReserveReserve mustmust considerconsider inin actingacting onon the Application are consistent with approval. PNCPNC has ample financialfinancial andand managerialmanagerial resourcesresources to successfully consummate the Proposed Transaction. PNC,PNC, PNCPNC BancorpBancorp andand BBVABBVA Bancshares,Bancshares, as wellwell as their respectiverespective subsidiary banksbanks areare well-capitalized,well-capitalized, andand PNC,PNC , PNCPNC Bancorp,Bancorp, PNC Bank and BBVA USA will remain soso upon consummation of the ProposedProposed Transaction.

PNC will have the necessarynecessary risk management systems, experiencedexperienced managementmanagement andand extensiveextensive experience for a successful integration of BBVA BancsharesBancshares andand BBVABBVA USAUSA intointo

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PNC and PNC Bank and continue to operate in a safe and soundsound manner. BothBoth PNCPNC andand BBVABBVA Bancshares have robust enterprise risk management systemssystems andand programs,programs, includingincluding forfor BSA/AML/SanctionsBSA/AML/Sanctions Compliance and Consumer Compliance,Compliance, whichwhich willwill assistassist thethe integrationintegration process.

The Proposed Transaction will not adversely impactimpact competition inin any bankingbanking market.market. The pro forma market concentrations in the 14 overlapping bankingbanking markets areare all withinwithin thethe Federal Reserve'sReserve’s and the DOJ'sDOJ’s "safe“safe harbor"harbor” levelslevels andand multiple competitors willwill remainremain inin each banking market.

In addition, thethe Proposed Transaction willwill not resultresult inin any material increasedincreased riskrisk toto thethe U.S. banking or financial system.system. Instead, thethe Proposed Transaction willwill havehave aa systemicallysystemically stabilizing impact by creating a combined company that is moremore geographically diversifieddiversified andand has increased earnings capability and financial strength. TheseThese benefitsbenefits willwill enableenable thethe combinedcombined organization to compete more effectively against thethe largestlargest U.S.U.S. bankingbanking organizations thatthat operate nationallynationally and are aggressively seeking to increaseincrease theirtheir deposit marketmarket shares,shares, particularly in the majormajor metropolitan areas ofof thethe United States.States. PNC's PNC’s increasedincreased financialfinancial strength will also support its continued highhigh level ofof investmentinvestment in technologiestechnologies andand innovationinnovation to address effectively the evolving needs of customers and communities forfor innovativeinnovative bankingbanking services and cybersecurity protections.protections.

The continuation of the outstanding CRACRA performanceperformance recordsrecords ofof PNCPNC BankBank andand BBVABBVA USA will benefit the customers and communities served byby thethe combined bank.bank. Customers ofof PNC and BBVA Bancshares will also benefit from thethe resultingresulting largerlarger branchbranch andand ATMATM networks, and broader banking productproduct and service offerings ofof thethe combined organization.organization . InIn addition, c customersustomers and communities willwill benefitbenefit from the reinforcedreinforced cultureculture andand dedication ofof PNC that is focused on providing superiorsuperior customer service toto consumersconsumers and businessesbusinesses alike;alike; economic support to all its communities, including LMI and otherother underservedunderserved communities,communities, including toto help bridge the financial and economic difficulties caused byby thethe COVID-19COVID-19 pandemic;pandemic; educational support forfor young childrenchildren from LMILMI families;families; andand financial educationeducation forfor all ages. In addition, the continuation of PNC'sPNC’s and BBVA Bancshares'Bancshares ’ sharedshared prioritizationprioritization andand actions supportive of diversity and inclusion of customers, communitiescommunities andand employeesemployees willwill benefit all of PNC'sPNC’s constituents.

For all the reasons discussed in this Application, includingincluding thethe exhibits,exhibits, PNCPNC respectfullyrespectfully submits that the Application should be approved as promptlypromptly as possible.possible.

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RESPONSESRESPONSES TO THE FORM FR Y-3Y-3 INFORMATIONINFORMATION REQUESTREQUEST ITEMSITEMS

Proposed Transaction

1. Describe the transaction'stransaction’s purpose. Identify any changeschanges toto thethe businessbusiness planplan ofof thethe Bank/Bank Holding Company toto bebe acquired or thethe ResultantResultant Institution.Institution. IdentifyIdentify any new business lines.

The purpose of the transaction is to combine two highly compatiblecompatible bankingbanking organizations with complementary cultures, business models, strongstrong financialsfinancials andand capitalcapital ratios,ratios, rigorous risk management and dedication to the communities they serve.serve . PNCPNC andand PNCPNC BankBank will gaingain enhanced ability to serve customers and communities,communities, includingincluding LMILMI and otherother disadvantaged customers and communities; a bankingbanking franchisefranchise stretchingstretching coast-to-coast;coast-to-coast; greatergreater diversification; stronger financial andand operating metrics, efficienciesefficiencies andand revenuerevenue generation;generation; asas well as broaderbroader technological capabilities to meet customers'customers’ growinggrowing digitaldigital bankingbanking andand information security needs.

Please see the discussion in the PreliminaryPreliminary Statement forfor additionaladditional responsiveresponsive information and Confidential Exhibit N.N.

2. Provide the following withwith respect to the Bank/Bank Holding CompanyCompany toto bebe acquired:

a. Total number of shares of each class ofof stockstock outstanding;

The authorized capital stock of BBVA Bancshares, as of NovemberNovember 15, 2020,2020, consistsconsists ofof (1)(1 ) 300,000,000300,000,000 shares of BBVA BancsharesBancshares common stock,stock, parpar valuevalue $0.01$0.01 perper share,share, ofof whichwhich 222,963,891 shares are issued and outstanding and nonenone are heldheld inin treasurytreasury andand (2)(2) 30,000,00030,000,000 shares of BBVA BancsharesBancshares preferred stock,stock, parpar value $0.01 perper share,share, ofof whichwhich 1,150 sharesshares are issued and outstanding and none are heldheld in treasury.treasury.

b. Number of shares of each class now owned or under option byby thethe applicant,applicant, byby 76 subsidiaries of the applicant, by principalsprincipals of thethe applicant, 76 byby trusteestrustees forfor thethe benefit of the applicant, itsits subsidiaries,subsidiaries, shareholders,shareholders, andand employees asas aa class,class, or by an escrow arrangement instituted byby thethe applicant;applicant;

To the best of PNC'sPNC’s knowledge,knowledge, none of PNCPNC or PNC Bank,Bank, or anyany ofof theirtheir subsidiariessubsidiaries or principals (including directors or senior executive officers),officers), or any trusteetrustee forfor thethe benefitbenefit ofof any of thethe foregoing or employees of PNC or its subsidiaries (as a class), ownown oror holdhold anan option

76 The term principal as used herein means any individual, corporation, or other entity that (1) owns, or 76 The term principal as used herein means any individual, corporation, or other entity that (1) owns, or controls, directly or indirectly, individually or as a member of a group acting in concert, 10 percent or more controls, directly or indirectly, individually or as a member of a group acting in concert, 10 percent or more of any class of voting securities or other voting equity interest of the entity; (2) is a director, trustee, partner, of any class of voting securities or other voting equity interest of the entity; (2) is a director, trustee, partner, or executive officer; or (3) with or without ownership interest, participates, or has the authority to participate or executive officer; or (3) with or without ownership interest, participates, or has the authority to participate in major policy-making functions, whether or not the individual has an official title or is serving without in major policy-making functions, whether or not the individual has an official title or is serving without compensation. If the applicant believes that any such individual should not be regarded as a principal, the compensation. If the applicant believes that any such individual should not be regarded as a principal, the applicant should so indicate and give reasons for such opinion. applicant should so indicate and give reasons for such opinion. -106--106- W/3918272 W/3918272

toto acquire any shares of BBVA Bancshares.Bancshares. All thethe sharesshares ofof BBVABBVA BancsharesBancshares areare ownedowned byby BBVA.

Similarly, to the bestbest of BBVA Bancshares'Bancshares’ knowledge,knowledge, none ofof BBVA,BBVA, BBVABBVA Bancshares,Bancshares, or their subsidiaries or principalsprincipals (including directorsdirectors oror seniorsenior executive officers), or any trustee for the benefit of any of the forgoingforgoing or employees ofof BBVA,BBVA, BBVABBVA BancsharesBancshares or its subsidisubsidiariesaries (as a class), own or holdhold an option to acquireacquire any shares ofof PNC,PNC, exceptexcept forfor aa de minimis amount of shares held in aa director'sdirector’s Rollover IRA (1,000 shares).shares).

c. Number of shares of each class to be acquired byby cash purchase;purchase; thethe amountamount toto be paid, per share and in total; and thethe sourcesource of funds toto bebe applied toto thethe purchase;

PNC will pay BBVA $11,566,740,000 cash consideration for all the CapitalCapital StockStock of BBVA Bancshares (noted(noted in response to item 2.a. above),above), minus (1)(1 ) certaincertain netnet tax effects andand (2)(2) companycompany transaction expenses.expenses. For any period followingfollowing JuneJune 30, 20212021 untiluntil thethe datedate thethe Holdco Acquisition closes, PNC will also paypay BBVABBVA interestinterest (at(at aa raterate ofof 3.0%3.0% perper annum)annum) onon the considerationconsideration amountamount.. Please see ArticleArticle II of thethe AgreementAgreement inin ExhibitExhibit 1 forfor moremore detaileddetailed information on the consideration to bebe paidpaid byby PNCPNC toto BBVA.BBVA.

PNC will fund the cash consideration with fundsfunds on hand, includingincluding from thethe $$11.111.1 billion (after tax)tax) proceeds of PNC'sPNC’s sale ofof its passive investmentinvestment inin BlackBlack Rock,Rock, Inc.Inc. inin MayMay 2020.

d. Number of shares of each class to be acquired byby exchange ofof stock,stock, thethe exchange ratio, and thethe number and description of eacheach classclass ofof thethe applicant'sapplicant’s shares to be exchanged; and

As discussed in the PreliminaryPreliminary StatementStatement -– Structure and Terms of thethe ProposedProposed TransactionTransaction,, the Holdco Acquisition isis anan all cash transactiontransaction for all thethe sharesshares ofof BBVABBVA Bancshares'Bancshares’ capital stock.

e. A copy of the purchase, operating, shareholder, trusttrust or otherother agreementsagreements associated with the proposed transaction.transaction. Also,Also, provideprovide thethe expirationexpiration datesdates ofof any contractual arrangement between the parties involvedinvolved inin thisthis application and a brief description of any unusual contractual terms,terms, especiallyespecially thosethose termsterms not disclosed elsewhere in the application. NoteNote anyany otherother circumstances thatthat might affect timing of the proposal. Note any other circumstances thatthat mightmight affect timing of the proposal.

A summary of the principal terms of thethe Proposed Transaction is providedprovided inin thethe Preliminary Statement -– StructureStructure and Terms ofof the ProposedProposed Transaction sectionsection above.above. AA copy of the execution version of the Holdco Agreement is providedprovided inin ExhibitExhibit 1.1 . A A copycopy ofof thethe formsforms of Holdco Merger AgreementAgreement and BankBank Merger AgreementAgreement are providedprovided inin ExhibitExhibit 55 (together with the certified resolutions).resolutions). PNC willwill provideprovide the FederalFederal ReserveReserve copiescopies ofof thethe final agreements promptlypromptly after they are executed.

-107--107-

A copy of the certified resolutions of thethe BoardBoard of DirectorsDirectors ofof PNCPNC approvingapproving thethe Holdco Acquisition and the certified jointjoint resolutions ofof thethe Boards ofof Directors of PNCPNC andand PNC BBankank approving the Holdco MergerMerger and thethe Bank Merger, entering intointo thethe relatedrelated mergermerger agreements (copies of which are attached toto the jointjoint resolutions)resolutions) andand thethe filingfiling ofof thethe relatedrelated regulatory filingsfilings,, as well as the relatedrelated consentconsent of PNC BancorpBancorp as thethe sole shareholdershareholder ofof PNCPNC Bank, are attached as Exhibit 5.5.

A copy of the certifiedcertified resolutions of thethe BoardsBoards ofof DirectorsDirectors of BBVA,BBVA, approvingapproving thethe Holdco Acquisition,Acquisition, and BBVA USA,USA, approving the BankBank Merger,Merger, asas wellwell asas thethe relatedrelated solesole shareholder consent of BBVA BancsharesBancshares in respectrespect ofof thethe Bank Merger,Merger, are providedprovided inin Exhibit 66..

The Holdco Agreement maymay be terminatedterminated byby mutual writtenwritten consentconsent ofof bothboth parties,parties, byby eithereither party on written notice if the Holdco AcquisitionAcquisition has not beenbeen consummated byby November 15,15, 2021 (unless extended forfor a three-monththree-month periodperiod byby either party),party), andand onon certaincertain other limited bases. PNC and BBVABBVA Bancshares are planning toto consummate thethe ProposedProposed Transaction as soon as practicable,practicable, inin order to preserve the benefitsbenefits ofof thethe ProposedProposed TransactionTransaction and minimize the loss of employees andand customers thatthat resultsresults from aa protractedprotracted periodperiod betweenbetween announcing and closing a transaction.transaction.

3. If the proposed transaction isis an acquisition of assets andand assumptionassumption of liabilities,liabilities, indicate the total price and thethe source of funds thatthat thethe applicantapplicant intendsintends toto use forfor the proposed purchase, and discuss the effect of thethe transactiontransaction onon thethe operationsoperations ofof the applicant.

Not applicable. The Proposed Transaction isis notnot an acquisitionacquisition ofof assetsassets andand assumptionassumption of liabilities.

4. If the proposed transaction involvesinvolves thethe acquisition of an unaffiliated bankingbanking operation or otherwise represents aa change inin ownership ofof establishedestablished banking operations, describe briefly the duedue diligence review conductedconducted on thethe targettarget operations by Applicant.Applicant. IndicateIndicate thethe scope of and resourcesresources committedcommitted toto thethe review, explain any significant adverse findings, andand describe thethe correctivecorrective action(s) to be taken to address those weaknesses.

A summarysummary of PNC'sPNC’s due diligence review is providedprovided inin Confidential ExhibitExhibit DD andand thethe Preliminary Statement -– FinancialFinancial and ManagerialManagerial ResourcesResources andand FutureFuture Prospects/Managerial Prospects/Managerial Resources/Integration PlanningPlanning section above.above.

5. Provide a list of all regulatory approvalsapprovals and filingsfilings required forfor thethe proposedproposed transaction and the status of each filing.

Please see the PreliminaryPreliminary Statement -– Required Approvals Approvals section above forfor responsiveresponsive information.information.

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6. Provide a copy of any findings, orders, approvals, denials or other dodocumentationcumentation regarding the proposed transaction issued by any regulatory authority.

Not applicable. There is no such documentation regarding the Proposed Transaction issued by any regulatory authority.

7. For applications filed pursuant to section 3(a)(1) of the BHC Act, if the proposed transaction would result in an organization other than a shell oneone-bank-bank holding company, submit a pro forma organization chart showing the applicant’sapplicant's percentage of ownership of all banks and companies, both domestic and foreigforeign,n, in which it directly or indirectly will own or control more than 5 percent of the outstanding voting shares.

Not applicable. The AApplicationpplication is filed pursuant to sections 3(a)(3) and 3(a)(5) of the BHC Act.

Financial and Managerial Information

8.

a. For an applicant that is not or would not be subject to consolidated capital standards following consummation of the proposed transaction,777 7 provide parent company balance sheet as of the end of the most recent quarter, showing separately each principal group of aassets,ssets, liabilities, and capital accounts; debit and credit adjustments (explained by detailed footnotes) reflecting the proposed transaction; and the resulting pro forma balance sheet. The pro forma balance sheet should reflect the adjustments required ununderder business combination and fair value accounting standards.

Not applicable. PNC is subject to consolidated capital standards, which will continue to be the case after consummaconsummationtion of the Holdco Acquisition.Acquisition.

b. For an applicant that is or would be subject toto consolidated capital standards following consummation of the proposed transaction, 778 8 provide parent company and consolidated balance sheets as of the end of the most recent quarter, showing separately each principal group of assets, liabilities, and capitcapitalal accounts; debit and credit adjustments (explained by detailed footnotes) reflecting the proposed transaction; and the resulting pro forma balance sheets; and the financial information provided should be prepared in accordance with GAAP, and be in sufficsufficientient detail to reflect any:

* Common equity and preferred stock;

77 This type of applicant includes a company or similar organization that on a pro forma basis wouldwould be subject to the Board’sBoard's Small Bank Holding Company Policy Statement. 78 This type of applicant includes a company or similar organization that on a pro forma basis would not be subject to the Board’sBoard's Small Bank Holding Company Policy Statement.

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* Other qualifying capital;779 9

* Long-Long- and short-termshort-term debt;

* Goodwill and all other types of intangible assets; and

* Material changes between thethe date ofof thethe balancebalance sheet and thethe datedate ofof thethe application (explained by footnotes).

Please see ConfidentialConfidential Exhibit C,C, whichwhich includes thethe requestedrequested balancebalance sheetsheet information, as of September 30, 2020.2020.

c. Provide a broad discussion on thethe valuationvaluation of the targettarget entityentity andand anyany anticipated goodwill and otherother intangible assets.assets. AlsoAlso discussdiscuss thethe applicationapplication ofof fair value and any election toto apply push-downpush-down accountingaccounting adjustments,adjustments, asas appropriate.

Please see Confidential Exhibit C,C, which includesincludes thethe requestedrequested informationinformation inin thethe NotesNotes or Assumptions to the financialfinancial charts provided.provided.

9. For an applicant thatthat is or wouldwould be subject toto consolidated capital requirementsrequirements under Regulation Q (12 CFR part 21) following consummationconsummation ofof thethe proposedproposed transaction, provide a breakdownbreakdown of the organization'sorganization’s existing andand propro formaforma risk-risk- weighted assets as of the end of the most recent quarter, showing eacheach principalprincipal group of on and off-balanceoff-balance sheet assets and the relevant risk-weight.risk-weight. Also,Also, identifyidentify the existing and pro forma components of common equityequity tiertier 1, additionaladditional tier 1 and tier 2 capital pursuant to the capital adequacy regulationsregulations as ofof thethe endend ofof the most recent quarter, and provide calculations of applicant'sapplicant’s existingexisting and propro forma common equity tiertier 1 capital, tiertier 1 capital,capital, totaltotal capital,capital, andand leverageleverage ratiosratios pursuantpursuant to the capital adequacy regulations.regulations. If applicable,applicable, alsoalso provideprovide thethe applicant'sapplicant’s existing and propro forma supplementary leverageleverage ratioratio pursuantpursuant toto thethe capital adequacy regulations.

Please see Confidential Exhibit C,C, whichwhich includes thethe requestedrequested capital-relatedcapital-related information for the Proposed Transaction.Transaction.

10. Provide for the applicant and any other Bank(s)/Bank HoldingHolding Company(ies)Company(ies) thatthat would result from the proposal:

a. A description of any plans (in connectionconnection withwith thethe proposedproposed transaction,transaction, oror otherwise) to issue,issue, incur, or assume additionaladditional commoncommon equity,equity, preferredpreferred stock,stock, other qualifying capital, and/or debt.debt. Specify thethe amount,amount, purpose,purpose, namename andand location of the issuer and/or lender; provideprovide a copy of anyany loanloan agreement, loanloan commitment letter from thethe lender,lender, or otherother underlying agreementagreement whichwhich provides the interest rate, maturity, collateral, and proposedproposed amortization

7 Other qualifying capital includes, but is not limited to, trust preferred securities. 79 Other qualifying capital includes, but is not limited to, trust preferred securities.

-110--110-

schedule; and discuss what resources would be used to serviceservice any debt or capital instruments arising fromfrom the proposed transaction.

Please sseeee Confidential Exhibit 0O for responsive information. information.

b. If the proposed transaction results in a change in ownership of the company (e.g., due to an exchange of stock), provide a current and pro forma shareholders list.

Not applicable. As a cash transaction, there would be no change inin ownership of PNC as a result of the Proposed Transaction.

c. Cash flow projections under the following limited circumstances:

(i) For an applicant that is or would be subject to consolidated capital standards followfollowinging consummation of the proposed transaction and that would incur or assume any debt in the proposal such that parent company longlong-term-term debt would exceed 30 percent of parent company equity capital, provide cash flow projections for the parent company for each of the next three years, along with supporting schedules for each material cash receipt and disbursement. If an applicant projects that dividends or other payments from subsidiary banks will be used to service parent company debt and/or other obligatobligations,ions, provide projections of subsidiary bank(s) assets, earnings, and dividends, as well as common equity tier 1, additional tier 1, total capital, and leverage ratios (including the supplementary leverage ratio, if applicable) pursuant to the capital adeq adequacyuacy regulations. If the combined assets of the subsidiary banks exceed the asset threshold of the Board'sBoard’s Small Bank Holding Company Policy Statement, subsidiary bank data may be shown on an aggregate basis;

Not applicable. PNC'sPNC’s long-termlong-term debt currentlycurrently does not exceed, and on consummation of the Proposed Transaction would not exceed, 30% of its equity capital.

(ii) For an applicant that is not or would not be subject to consolidated capital standards following consummation of the proposed transaction and that would incur or assume any debt or other obligations in the proposal such that parent company debt880o would exceed 30 percent of parent company equity capital, provide cash flow projections for the parent company for each of the next twelve years, along with supporting schedules for each material cash receipt and disbursement. These projections must clearly demonstrate the ability of the parent company to reduce the debt to equity ratio to 30 percent or less within twelve years of consummation and must ttakeake into account the schedule of principal reduction required by the parent company’scompany's creditor(s). Include

80 80 Including any debt issued/incurred by nonbanking subsidiaries, such as trust preferred securities.

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projections ofof subsidiary bank(s) assets, earnings, dividends,dividends, andand otherother payments to affiliates, as well as common equity tiertier 1 capital,capital, tiertier 11 capital,capital, total capital and leverageleverage ratios. ExplainExplain thethe methodsmethods and assumptions utilized in thethe projections,projections, and supportsupport allall assumptionsassumptions which deviate from historical performance.

Not applicable. PNC is subject to consolidated capital standards, whichwhich willwill continuecontinue toto be the case after consummation of the Proposed Transaction.

d. If the subject transaction willwill bebe fundedfunded inin whole,whole, oror inin part,part, throughthrough thethe issuance of additional stock instruments, describe thethe current statusstatus ofof thethe stockstock raising efforts. Provide copies of thethe prospectus,prospectus, privateprivate placementplacement memorandum, and other documents associated with thethe capital raise.raise. InIn addition, provide copies of any stock commitments, subscriptionsubscription agreements, oror escrow account statements evidencing capital raised.raised. BeforeBefore submittingsubmitting aa finalfinal application, please contact the appropriate FederalFederal Reserve BankBank toto discussdiscuss thethe timing considerations of thethe capital raisingraising efforts with regard toto submissionsubmission ofof the application.

Not applicable. Please see the response to ItemItem 1O.a.10.a. above.

11. For applications filed pursuant toto section 3(a)(1)3(a)(1) of thethe BHCBHC Act,Act, provideprovide forfor thethe applicant and thethe BankBank a list of principalsprincipals (including changes oror additions toto thisthis listlist to reflect consummation of thethe transaction),transaction), providingproviding informationinformation withwith respectrespect toto each as follows:

a. Name and address (City and State/Country). If thethe principal'sprincipal’s countrycountry ofof citizenship is different from his oror her country ofof residence,residence, thenthen statestate thethe country of citizenship;

b. Title or positions with thethe applicant and the Bank;Bank;

c. NumberNumber and percentage of each class of shares ofof thethe applicantapplicant andand thethe BankBank owned, controlled, or held with powerpower to votevote by thisthis individual;individual;881 1

d. Principal occupation ifif other than withwith thethe applicantapplicant oror thethe Bank;Bank;

e. Percentage of direct or indirect ownership, ifif suchsuch ownershipownership representsrepresents 10 percent or more of any class of shares, oror positionspositions heldheld inin anyany other 2 depository institution or depository institutioninstitution holding company.8company.82 Give thethe name and location of such other depository institution or depositorydepository institutioninstitution holding company. (Information that has beenbeen collectedcollected oror updatedupdated withinwithin thethe

Include shares owned, controlled or held with power to vote by principal's spouse, dependents and other 81 Include shares owned, controlled or held with power to vote by principal’s spouse, dependents and other immediate family members. Give record ownership and, to the extent information is available, beneficial immediate family members. Give record ownership and, to the extent information is available, beneficial ownership of shares held by trustees, nominees, or in street names. ownership of shares held by trustees, nominees, or in street names. 82 For purposes of this application, a "depository institution" is defined as a commercial bank (including a 82 For purposes of this application, a “depository institution” is defined as a commercial bank (including a private bank), a savings bank, a trust company, a savings and loan association, a homestead association, a private bank), a savings bank, a trust company, a savings and loan association, a homestead association, a cooperative bank, an industrial bank, or a credit union. cooperative bank, an industrial bank, or a credit union.

-112--112-

past 12 months may bebe submitted, unless thethe applicantapplicant hashas reason toto believebelieve thatthat such information is incorrect.);

f. Interagency Biographical and Financial Reports (IBFRs) are requiredrequired forfor certain individuals. Consult with the appropriate Reserve BankBank forfor guidanceguidance onon who should provideprovide an IBFR. See SR 15-815-8 Name CheckCheck Process forfor DomesticDomestic and International ApplicationsApplications for more details;details; and

g. If the principal isis a corporation oror partnership,partnership, provideprovide financial statements (balance sheets and incomeincome statements) for thethe twotwo most recentrecent fiscalfiscal yearsyears andand the most recent quarter end. Discuss any negative trendstrends inin thethe financialfinancial statements.

Not applicable. The Application is being filed underunder sections 3(a)(3) andand 3(a)(5)3(a)(5) ofof thethe BHC Act.

12. For applications filed pursuant toto sections 3(a)(3)3(a)(3) oror 3(a)(5)3(a)(5) ofof thethe BHCBHC Act,Act, listlist anyany changes in management or other principalprincipal relationships forfor thethe applicant and anyany other Bank(s)/Bank Holding Company(ies)Company(ies) thatthat wouldwould resultresult fromfrom thethe proposal.proposal. For any existing or proposed principalprincipal ofof thethe applicantapplicant oror thethe Bank/BankBank/Bank HoldingHolding Company that is also a principal of any otherother depository institutioninstitution oror depositorydepository institution holding company, provide thethe followingfollowing information:information:

a. Name, address, and title or position with Applicant,Applicant, Bank/BankBank/Bank HoldingHolding Company, and any other depository institutioninstitution oror depository institutioninstitution holdingholding company (give the name and location of the other depository institutioninstitution oror depository institutioninstitution holding company);

b. Number and percentage of each class of shares ofof thethe applicantapplicant andand thethe Bank/Bank Holding Company owned, controlled, or held with power to vote by Bank/Bank Holding8 3 Company owned, controlled, or held with power to vote by this individual; 83

c. PrincipalPrincipal occupation ifif other thanthan withwith thethe applicantapplicant oror thethe Bank/BankBank/Bank HoldingHolding Company; and

d. Percentage of direct or indirect ownership held inin thethe otherother depository institution or depository institutioninstitution holding company ifif such ownershipownership represents 10 percent of more of any class of shares (Information(Information thatthat has beenbeen collectedcollected or updated within the past 12 monthsmonths maymay bebe submitted,submitted, unless thethe applicant has reason toto believebelieve that such information isis incorrect.);incorrect.) ; andand

e. For any new (to applicant) principal shareholders, directors, or seniorsenior executiveexecutive officer, provide an IBFRIBFR includingincluding completioncompletion ofof allall required financialfinancial information.

3 As defined in footnote number 81. 83 As defined in footnote number 81.

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Please see the PreliminaryPreliminary Statement -– Financial and ManagerialManagerial Resources Resources andand FutureFuture Prospects section above forfor information on the directorsdirectors and seniorsenior executiveexecutive officersofficers ofof PNC,PNC, PNC Bancorp, PNC Bank and BBVA USAUSA (during the Interim Bank Period)Period) on consummationconsummation of the Acquisitions.Acquisitions.

No principal of PNC, PNC Bank,Bank, PNCPNC Bancorp, BBVABBVA Bancshares oror BBVABBVA USAUSA isis aa principal of any other unaffiliated insuredinsured depository institution or insuredinsured depositorydepository institutioninstitution holding company.

13. If the consolidated assets of thethe resultingresulting organization areare less thanthan thethe assetasset threshold of the Board'sBoard’s Small Bank HoldingHolding Company PolicyPolicy Statement forfor eacheach principal of the applicant whowho eithereither wouldwould retain personalpersonal indebtednessindebtedness oror actact asas guarantor for any debt that waswas incurred inin the acquisitionacquisition of shares ofof thethe applicant or the Bank/BankBank/Bank Holding Company, provide thethe following:following:

a. Name of borrower and title, position, or otherother designation thatthat makesmakes thethe borrower a principal of the applicant;

b. Amount of personal indebtedness to be retained;retained;

c. A description of the terms of thethe borrowing,borrowing, thethe name and locationlocation of thethe lender,lender, and a copy of any related loan agreementagreement or loanloan commitment letterletter fromfrom thethe lender;

d. Statement of net worth as ofof a date withinwithin threethree months of thethe applicant'sapplicant’s final filing of the application. The statement of netnet worthworth should bebe inin sufficientsufficient detaildetail to indicate each principal group of assets and liabilitiesliabilities ofof thethe reportingreporting principal, and the basis for the valuationvaluation ofof assetsassets (provide supporting documentation, as appropriate). In additionaddition toto debts andand liabilities,liabilities, thethe reporting principal should state on aa separateseparate schedule, any endorsed,endorsed, guaranteed, or otherwise indirect or contingent liabilityliability for thethe obligationobligation ofof others; and

e. Statement of most current year'syear’s income. InIn addition toto indicatingindicating eacheach principal source of annual income, the reportingreporting principal should listlist annualannual fixed obligations arising from amortization and other debt servicing.servicing. (If(If thethe most currentcurrent year'syear’s statement is not representativerepresentative of thethe future,future, thethe reportingreporting principal should submit a pro forma incomeincome statementstatement andand discuss thethe significant changes and thethe basisbasis for thosethose changes.)

Not applicable. The total bankingbanking assets of the resultingresulting organizationorganization willwill exceed thethe asset threshold of the Board'sBoard’s Small Bank Holding Company PolicyPolicy Statement.

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14. Describe any litigation or investigation byby local, state, or federalfederal authoritiesauthorities involving the applicant or any of itsits subsidiaries oror thethe targettarget oror anyany ofof itsits subsidiaries that isis currently pendingpending or was resolved withinwithin thethe lastlast twotwo years.years.

For responsive information, pleaseplease see ExhibitsExhibits 2727 andand 28,28 , and ConfidentialConfidential ExhibitsExhibits PP and QQ..

Competition

If the subject transaction is a bankbank holding companycompany formationformation involvinginvolving onlyonly oneone bankbank oror an application filed pursuant toto section 3(a)(3) or 3(a)(5) ofof thethe BHCBHC ActAct toto acquireacquire aa de novo bank, a response to items 14 andand 15 is not required. Otherwise,Otherwise, thethe applicantapplicant should contact the appropriate Reserve BankBank to determinedetermine whetherwhether aa responseresponse toto itemsitems 1414 and 15 will be necessary. IfIf a response is required, thethe applicant should obtain aa preliminary definition of the relevant banking markets from thethe appropriateappropriate ReserveReserve Bank. If the applicant disagrees withwith thethe ReserveReserve Bank'sBank’s preliminarypreliminary definitiondefinition ofof thethe banking market(s), it may in addition to supplyingsupplying thethe informationinformation requestedrequested onon thethe basisbasis of the Reserve Bank'sBank’s definition of the banking market(s), includeinclude itsits ownown definitiondefinition ofof thethe banking market(s), with supportive data, andand answer thethe questionsquestions basedbased on itsits definition.definition. If later analysis leads Federal Reserve staff toto alter the preliminary definitiondefinition provided,provided, The applicant will be so informed.

15. Discuss the effects of the proposed transaction onon competition considering thethe structural criteria specified in thethe Board'sBoard’s Rules RegardingRegarding DelegationDelegation ofof AuthorityAuthority (section 265.11c(11)(v)). The applicant may be required toto provideprovide additionaladditional information ifif Federal Reserve staff determines thatthat thethe proposalproposal exceedsexceeds existingexisting competitive guidelines. Also,Also, ifif divestiture of all oror any portionportion ofof anyany bankbank oror nonbanking company constitutes part of this proposal,proposal, discussdiscuss inin detaildetail thethe specificsspecifics and timing of such divestiture.

For a response to this Item, pleaseplease refer toto thethe PreliminaryPreliminary StatementStatemen t -– CompetitiveCompetitive Effects and Exhibit 1818..

16. If the proposal involvesinvolves the acquisition of nonbank operationsoperations underunder sectionssections 4(c)(8) and 4(j) of the Bank Holding Company Act,Act, a FormForm FRFR Y-4Y-4 shouldshould bebe submitted in connection with FRFR Y-3Y-3 filing.filing. At a minimum, thethe informationinformation relatedrelated to the nonbank operations should includeinclude thethe following:following:

a. A description of the proposed activity(ies);

b. The name and location of the applicant'sapplicant’s and thethe Bank'sBank’s direct oror indirectindirect subsidiaries that engage in the proposedproposed activity(ies);

c. Identification of thethe geographic andand productproduct marketsmarkets inin whichwhich competitioncompetition would be affected by the proposal;

d. A description of the effect of the proposal on competition inin thethe relevantrelevant markets; and

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e. A list of major competitors in each affectedaffected market.market.

Not applicable. PNC intends to acquire the nonbankingnonbanking operations of BBVABBVA BancsharesBancshares that remain on consummation of thethe Holdco Acquisition underunder section 4(k) of the BHCBHC ActAct andand the Federal ReserveReserve's’s implementing regulations.

In addition, the applicant should identifyidentify any otherother nonbank operationsoperations toto bebe acquired, with brief descriptions of the activities provided.provided.

Information on the nonbankingnonbanking subsidiaries of BBVABBVA Bancshares andand thethe subsidiaries ofof BBVA USA are provided in Exhibit 2 and ConfidentialConfidential Exhibit A.A. PleasePlease see ExhibitExhibit 33 forfor existingexisting organization charts of (1) PNC and PNCPNC Bank and (2)(2) BBVABBVA BancsharesBancshares and BBVABBVA USA.USA. A propro forma organization chart of PNCPNC and PNC BankBank is provided in ConfidentialConfidential ExhibitExhibit B.B.

17. In an application inin whichwhich anyany principal of the applicant or thethe Bank/BankBank/Bank HoldingHolding Company is also a principal of any other insured depository institutioninstitution oror depository institution holding company, givegive the name and locationlocation ofof eacheach officeoffice ofof such other institution that isis locatedlocated withinwithin the relevant banking marketmarket ofof thethe Bank/Bank Holding Company, and give the approximate road milesmiles byby thethe mostmost accessible and traveled route between those offices andand eacheach of thethe officesoffices of Bank/Bank Holding Company.

Not applicable. Please see the responseresponse to ItemItem 12 above.

Convenience and Needs

18. Describe how the proposal wouldwould assist in meeting thethe convenienceconvenience andand needsneeds ofof thethe community(ies) to be served, including but not limited to the following:

a. Summarize efforts undertaken or contemplated byby thethe applicantapplicant toto ascertainascertain and address the needs of thethe community(ies) to be served, includingincluding communitycommunity outreach activities, as a result of the proposal.

b. For the combining institutions, list any significantsignificant anticipated changeschanges inin services or products offeredoffered byby the depositorydepository subsidiary(ies)subsidiary(ies) ofof thethe applicantapplicant oror target that would result from thethe consummation of thethe transaction.transaction.

c. To the extent that any products oror servicesservices of thethe depository subsidiary(ies)subsidiary(ies) ofof the applicant or targettarget would bebe offered inin replacementreplacement of any productsproducts or services to be discontinued, indicate whatwhat these are andand how theythey wouldwould assistassist inin meeting the convenience and needs of the communities affectedaffected byby thethe transaction.

d. Discuss any enhancements inin productsproducts or servicesservices expectedexpected to result fromfrom thethe transaction.

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Please see the PreliminaryPreliminary Statement -– Convenience andand NeedsNeeds Considerations and and Commitment to the CRA sections aboveabove for information onon howhow thethe ProposedProposed TransactionTransaction willwill meet the convenience and needs of the communities toto bebe servedserved byby the combinedcombined companycompany andand bank,bank, including the expanded productsproducts and services thatthat customers of BBVABBVA BancsharesBancshares andand BBVA USA will have access to as a result of the ProposedProposed Transaction.Transaction.

PNC expects to honor the priorprior community pledgespledges previouslypreviously made byby bothboth PNCPNC BankBank and BBVA USA. At the same time, PNCPNC Bank is lookinglooking forward to mappingmapping out,out, in consultation with BBVA USA,USA, newnew waysways the combined bankbank can supportsupport locallocal communities andand assist disadvantaged groups across thethe combined organization'sorganization’s entireentire footprint.footprint. PNCPNC BankBank expects to engage with community partners, both in PNC Bank'sBank’s currentcurrent footprintfootprint andand BBVABBVA USA'sUSA’s markets, to identify waysways that the combined organizationorganization cancan helphelp serveserve thethe bankingbanking andand credit needs of the organization’sorganization's entire communities,communities , including LMI,LMI, AfricanAfrican AmericanAmerican andand other minority individuals and neighborhoods.

19. Describe how the applicant and resultant institution,institution, includingincluding itsits depositorydepository subsidiary(ies)subsidiary(ies) would assist in meeting thethe existingexisting and anticipatedanticipated needsneeds ofof itsits community(ies)community(ies) under the applicable criteria of thethe Community ReinvestmentReinvestment ActAct (CRA) and its implementingimplementing regulations,regulations, includingincluding thethe needs ofof lowlow andand moderate income geographies and individuals.individuals. ThisThis discussion shouldshould include,include, butbut not necessarily be limited to, a description of the following:

a. The significant current and anticipated programs, products,products, andand activities,activities, including lending,lending, investments,investments, and services,services, asas appropriate, ofof thethe depositorydepository subsidiary (ies) of the applicant and thethe resultantresultant institution.institution.

PleasePlease see the PreliminaryPreliminary Statement -– Convenience andand NeedsNeeds andand Commitment toto thethe CRA sections above for information on the CRA performanceperformance records, includingincluding theirtheir productsproducts and programs that are designed to meetmeet the needsneeds of LMI communities and individuals,individuals , andand otherother responsive information. PNC BankBank is carefully reviewingreviewing BBVABBVA USA'sUSA’s productsproducts andand community development programsprograms so that PNC Bank maymay integrate thethe strongest componentscomponents into itsits community reinvestment programprogram and continue itsits unbrokenunbroken recordrecord of overalloverall "Outstanding"“Outstanding” CRA performance, including in its expanded CRA assessmentassessment areas.areas. PleasePlease seesee Confidential Exhibit M for additional information.

b. The anticipated CRA assessment areas of the depository subsidiary(ies)subsidiary(ies) of thethe combined institution. If assessmentassessment areas of the depositorydepository subsidiary(ies)subsidiary(ies) ofof thethe resultant institution would notnot include anyany portion ofof thethe currentcurrent assessment area of that subsidiary, describe thethe excludedexcluded areas.

Please see Exhibit 2929 for thethe CRA assessment areasareas of BBVA USAUSA thatthat willwill bebe addedadded toto PNC Bank’sBank's CRA assessment areas upon consummation of the BankBank Merger, toto thethe extentextent theythey are not already included in PNC Bank'sBank’s current CRACRA assessmentassessment areas. PNCPNC willwill informinform thethe Federal Reserve and OCC if there are any changes to these CRA assessment areas.areas.

c. The plans for administering the CRA programprogram for thethe depositorydepository subsidiary(ies)subsidiary(ies) of the resultant institution following thethe transaction.transaction.

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Please see the PreliminaryPreliminary Statement -– CommitmentCommitment to the CRA section above for a discussion of the plans for administeringadministering the CRA Program at BBVA USA during the Interim Bank Period and at PNC Bank after consummationconsummation of the Bank MergerMerger..

d. The plans for administering the CRA program for the depository subsidiary (ies) of the resultant institution following the transaction. For a subsidiary of the applicant or target that has received a CRA composite rating of “needs"needs to improve"improve” or “substantial"substantial noncompliance”noncompliance" institution-wideinstitution-wide or, where applicable, in a statestate or multimulti-state-state Metropolitan Statistical Area (MSA(MSA),), or has received an evaluation of less than satisfactory performance in an MSA or in the nonnon-MSA-MSA portion of a state in which the applicant is expanding as a result of the transaction, describe the specific actions, if any, that have been taken to address the deficiencies in the institution’sinstitution's CRA performance record since the rating.

Not applicable. PNC Bank and BBVA USA received overall “Outstanding”"Outstanding" ratings at their most recent respective CRA performance evaluations. Neither PNC Bank nor BBVA USA receivedreceived a “"needsneeds to improveimprove"” or "substantial“substantial noncompliance noncompliance"” rating in any state or multi-statemulti-state MSA or non-MSAnon-MSA portion of a state in their most recent respective CRA performance evaluations.

20. List all offices of the depository subsidiary (ies) of the applicanapplicantt or target that (a) will be established or retained as branches, including the main office, of the target'starget’s depository subsidiary (ies), (b) are approved but unopened branch(es) of the target'starget’s depository subsidiary (ies), including the date the current ffederalederal and state agencies granted approval(s), and (c) are existing branches that will be closed or consolidated as a result of the proposal (to the extent the information is available) and indicate the effect on the branch customers served. For each branbranch,ch, list the popular name, street address, city, county, state, and zip code specifying any that are in low and moderate-incomemoderate-income geographies. 848 4

Please see Exhibit 30 for a list of the current branch offices of BBVA USA, which will be retained as branch officesoffices of PNC Bank and Exhibit 32 for branch consolidation or closure considerations. Please also see Exhibit 31 for a list of BBVA USA branches that BBVA plans to open, all of which have received regulatory approval. In addition, please see Confidential ExhibitExhibit R for certain nonpublic branch actions of PNC Bank and BBVA USA that are unrelated to the Proposed Transaction.

PNC Bank and BBVA USA believe that customers will be well served by the combined bank'sbank’s resulting branch network following consummation of the Proposed Transaction. Because there is some (albeit limited) overlap in the legacy branch networks of PNC Bank aandnd BBVA USA and in order to reduce redundancy and make the delivery of customer services more efficient, PNC Bank expects it will consolidate or close a limited number of branch locations (in relation to the size of the combined branch networks), either legacylegacy PNC Bank or legacy BBVA USA locations, in connection with the Bank Merger. Where a PNC BBankank bbranchranch and a BBVA

84 Please designate branch consolidations as those terms are used in the Joint Policy Statement on Branch Closings, [64 FR 34844 (June 29, 1999)].

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USA branch are so closeclose to each other to warrant a consolidationconsolidation oror short-distanceshort-distance relocationrelocation (rather than a closure) underunder relevant agency regulationsregulations and guidance,guidance, thethe customerscustomers ofof thethe non-non- surviving branch likely wouldwould not be materially disadvantaged due to thethe closeclose proximityproximity ofof thethe surviving branch.branch.

AtAt this time, PNC Bank continues to analyze whichwhich branches maymay bebe consolidated oror closed as a resultresult of the Proposed Transaction.Transaction. AdditionalAdditional timetime is neededneeded toto conductconduct thethe thorough analysis that PNC undertakesundertakes in connection withwith any decisiondecision toto consolidateconsolidate oror closeclose aa branch. Although this analysis is ongoing,ongoing, PNCPNC doesdoes notnot expect toto closeclose oror consolidateconsolidate anyany BBBBVA VA USA or PNC Bank branch that is located inin an LMILMI censuscensus tracttract inin connectionconnection withwith thethe Proposed Transaction. PNC Bank and BBVA USAUSA willwill followfollow theirtheir respectiverespective branchbranch consolidationconsolidation and closing policies and abideabide byby all applicable regulatoryregulatory requirementsrequirements andand guidance in connection with any future branchbranch consolidations or closures.closures.

Interstate Banking

21. If the transaction involves the acquisition ofof a bankbank locatedlocated inin aa StateState otherother thanthan thethe home State of the applicant,applicant, please provideprovide the following information,information, as applicable:applicable:

a. Identify any host state(s) involvedinvolved with this transactiontransaction thatthat requirerequire thethe targettarget toto be in operation for a minimum number ofof yearsyears and discussdiscuss compliancecompliance withwith this age requirement.

b. Discuss compliancecompliance with nationwide and statewidestatewide depositdeposit concentration limitslimits to the transaction.

c. Discuss compliance with state-imposedstate-imposed deposit caps.caps.

d. Discuss compliance with community reinvestment laws.laws.

e. Discuss any other restrictions that the host state(s)state(s) seek to applyapply (including(including statestate antitrust restrictions).

Please see the PreliminaryPreliminary Statement -– InterstateInterstate Banking Banking RequirementsRequirements sectionsection aboveabove for an analanalysisysis of the Holdco Acquisition'sAcquisition’s compliance withwith section 3(d) of thethe BHCBHC Act.Act.

Financial Stability

If either the acquirer or the target'starget’s total assets exceeds $10 billion as ofof thethe mostmost recentrecent quarter for whichwhich data is available, address thethe following questions:

22. If either the acquirer or the target conducts any cross-bordercross-border activities,activities, pleaseplease describe the naturenature of these activities and thethe amounts of cross-bordercross-border assetsassets andand liabilities as of the most recent quarter forfor whichwhich datadata isis available.available.

23. For each financial service below, if thethe dollar volumevolume related toto thethe serviceservice providedprovided either by the acquirer or the target exceeds $1$1 billion,billion , pleaseplease report thethe annualannual volume over the past 12 months (otherwise, do not report).report).

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Financial Service Acquirer Target ShortShort-term-term funding (e.g., in repos, fedfed funds)funds) Underwriting services (e.g., equity, corporate bonds, commercial paper, ABS) Trading activities (e.g., equity, corporate bonds, derivatives) Payments, clearing, settlement, and custody services Prime brokerage Securities lending Corporate trust Correspondent banking Wealth management Insurance (including reinsurance)

PleasePlease see the PreliminaryPreliminary Statement -– Financial Stability RiskRisk Considerations section section above for a discussion of why the Proposed Transaction would not resultresult in greatergreater or moremore concentrated risks to the stability of the UnitedUnited StatesStates bankingbanking or financial system. InIn addition,addition, please see Exhibits 1919,, 20,20, 21 and 22 and Confidential ExhibitsExhibits KK andand LL for responsiveresponsive information to this Item.

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EXHIBIT VOLUMEVOLUME INDEXESINDEXES

Public Exhibits Volume I:I:

1. SSharehare Purchase AgreementAgreement

2. Subsidiaries of BBVA Bancshares and BBVABBVA USAUSA

3. Current Organizational ChartsCharts

4. Forms of Transitional and Reverse Transitional ServicesServices AgreementsAgreements

5. Certified ResolutionsResolutions of the BoardsBoards of DirectorsDirectors of PNC andand PNC BankBank andand SoleSole Shareholder Consent of PNCPNC Bancorp

6. Certified Resolutions of the BoardsBoards of BBVABBVA and BBVA USAUSA andand Sole ShareholderShareholder Consent of BBVA Bancshares

7. Form 88-K-K ReportReport Filed byby PNC with the SEC AnnouncingAnnouncing the ProposedProposed TransactionTransaction

8. Form of Newspaper Notice

9. Balance Sheets, Income StatementsStatements,, Regulatory CapitalCapital andand AssetAsset QualityQuality (redacted)(redacted)

10. PNC Enterprise Risk Management FrameworkFramework Overview

11. BBVA Bancshares Enterprise RiskRisk ManagementManagement FrameworkFramework Overview

12. PNC/PNCPNC/PNC Bank Compliance Training Overview

Public Exhibit Volume II:II:

13. PNC/PNCPNC/PNC Bank Fair Lending and Consumer ComplianceCompliance Program OverviewOverview

14. BBVA USA Fair Lending and Consumer Compliance ProgramProgram Overview

15. Overview of PNC Environmental, Social ResponsibilityResponsibility and Governance PracticesPractices

16. PNC BSA/AML/Sanctions Compliance Program Overview

17. BBVA Bancshares BSA/AML/Sanctions Compliance ProgramProgram Overview

18. Competitive Effects Summary Charts and Market TablesTables

19. Financial Stability Risk InformationInformation

20. PNC and BBVA Bancshares FR Y-15Y-15 Systemic RiskRisk ReportsReports

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21. PNC Pro Forma GSIB Score and FR Y-15Y-15 Systemic Risk ReportReport (redacted)(redacted)

22. Additional Financial Stability Risk Information (redacted)(redacted)

23. PNC/PNC Bank AwardsAwards and Recognitions

24. BBVA Bancshares/BBVA USA AwardsAwards andand RecognitionsRecognitions

25. PNC/PNCPNC/PNC Bank Diversity and Inclusion Overview

26. BBVA Bancshares/BBVABancshares/BBVA USA Diversity and Inclusion Overview

27. Information on PNC/PNCPNC/PNC BankBank Litigation MattersMatters

28. InformationInformation on BBVA Bancshares/BBVABancshares/BBVA USAUSA LitigationLitigation MattersMatters

29. BBVA USA CRA Assessment AreasAreas

30. BBVA USA Branches

31. BBVA USA Branches Scheduled to Open

32. Branch Considerations

Confidential Exhibits Volume:Volume:

A. Additional InformationInformation on Subsidiaries of BBVABBVA Bancshares and BBVA USAUSA

B. Pro Forma Organization Chart

C. BalanceBalance Sheets, Income Statements, Regulatory CapitalCapital andand AssetAsset QualityQuality

D. Due Diligence Summary

E. Integration Planning Overview and Timeline

F. Additional InformationInformation on BBVA Bancshares'Bancshares’ Enterprise RiskRisk ManagementManagement FrameworkFramework

G. Additional InformationInformation on PNC'sPNC’s Enterprise Risk ManagementManagement Framework

H. PNC Risk Management During InterimInterim BankBank Period

I. Additional InformationInformation on PNC Management of COVID-19COVID-19 RisksRisks

J. AdditionalAdditional Information on BSA/AML/Sanctions ComplianceCompliance RiskRisk ManagementManagement

K. PNC Pro Forma GSIB Score and FRFR Y-15Y-15 Systemic RiskRisk ReportReport

L. Additional InformationInformation Regarding Financial Stability RiskRisk AnalysisAnalysis

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M. Additional InformationInformation on Convenience andand NeedsNeeds

N. Additional InformationInformation on Business PlansPlans

O.0. Information on Debt

P. Information Regarding PNC/PNCPNC/PNC Bank Litigation MattersMatters

Q. Information Regarding BBVABBVA Bancshares/BBVA USAUSA LitigationLitigation MattersMatters

R. Additional InformationInformation

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