PNC Incentive Savings Plan (ISP) 401(k) - Summary Plan Description Effective Jan. 1, 2017, Updated Jan. 1, 2018 - Alight
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PNC Incentive Savings Plan (ISP) 401(k) Summary Plan Description Effective Jan. 1, 2017, Updated Jan. 1, 2018
INCENTIVE SAVINGS PLAN INTRODUCTION Resources For You This booklet is the Summary Plan Description If you have questions about the ISP 401(k) or (SPD) of The PNC Financial Services Group, Inc. would like to request a printed copy of the SPD Incentive Savings Plan (ISP) 401(k) or Plan, or the Plan document, call the HR Service Center and reflects the terms of the Plan effective Jan. 1, 2017 and updated Jan. 1, 2018. An SPD at 877-968-7762, option 1. Representatives are is intended to summarize the features of a plan available from 9 a.m. to 5 p.m. ET weekdays. in clear, understandable and informal language However, please keep in mind that only the Plan for participants. It’s important to review the entire Administrator or its delegate is authorized to make SPD because if you take parts out of context, determinations regarding eligibility for benefits you may not have a complete or accurate understanding of the ISP 401(k). under the Plan. The ISP 401(k) is very detailed, and not every rule Online access: To access your ISP 401(k) that may apply to you can be summarized here. account, make any changes to your contribution This SPD applies to general situations and may percentage or investments, or use the retirement not apply to your particular circumstances. Full planning tools, visit the applicable website: details of the ISP 401(k) can be found in the official Plan document. If there is a conflict ! Current employees: Go to Pathfinder, the between this SPD and the Plan document, HR portal, from the PNC Intranet or directly the Plan document will control. to www.pncpathfinder.com. Expand the Retirement & Investments panel and choose This SPD was prepared for eligible employees who are active participants in the ISP 401(k) on the appropriate button. and after Jan. 1, 2017. If your employment ended ! Employees on a long-term leave, former before that date, or if you accrued a benefit under employees and beneficiaries: Go to Your a prior employer’s plan that was merged into the PNC at www.yourpnc.com. (Your user ID ISP 401(k), different provisions may apply to you. and password are required.) Nobody speaking on behalf of the ISP 401(k) or the employer can alter the terms of the ISP Both websites are available 24 hours a day 401(k). Neither this SPD nor the Plan document Monday – Saturday and after 1 p.m. ET Sunday. creates a contract of employment between the employer and any employee. PNC, as Plan Sponsor, reserves the right to amend or terminate See pages 22-24 for important information the ISP 401(k) in its discretion at any time. about the claims and appeals procedures under the ISP 401(k), including information about the statute of limitations applicable to claims for benefits and legal actions. Incentive Savings Plan SPD | Revised October, 2018 2
INCENTIVE SAVINGS PLAN TABLE OF CONTENTS INTRODUCTION 2 Restricted Employees and PNC Insider Resources for You 2 Trading Rules 14 Risks 14 OVERVIEW 4 WITHDRAWALS 15 ELIGIBILITY 4 After-Tax/Prior Profit-Sharing Withdrawals 15 Salaried Employees 4 Rollover Account Withdrawals 15 Hourly Employees 4 Age 59½ Withdrawals 15 Employees Who are Not Eligible 4 Age 59½ Withdrawals if You Eligibility if You are Rehired 4 Have a Roth Account 15 ENROLLMENT 5 Hardship Withdrawals 16 Automatic Enrollment 5 The Amount You Can Withdraw 16 Salaried Employees 5 Restrictions After a Hardship Withdrawal 16 Hourly Employees 5 TAKING A LOAN 17 How to Enroll 5 The Amount You Can Borrow 17 Naming a Beneficiary 5 Requesting a Loan 17 CONTRIBUTIONS 6 Number of Outstanding Loans Permitted 17 Your Elective Contributions 6 Repaying Your Loan with Interest 18 The Difference Between Pretax and Default 18 Roth Contributions 6 If You Leave PNC 18 Automatic Enrollment Contributions 6 RECEIVING A DISTRIBUTION 18 Automatic Increase Option 7 When You Can Receive a Distribution 18 Catch-Up Contributions 7 If Your Account Balance Is $5,000 or More 18 IRS Limits 7 If Your Account Balance Is Less than $5,000 19 Definition of Compensation 7 Electing a Rollover 19 Changing Your Contribution Percentage 8 If You Die 19 In-Plan Roth Conversion 8 Qualified Military Service 20 PNC Matching Contributions 8 Returning to Work After Benefits Start 20 Minimum Matching Contribution 8 Annual True-up Matching Contribution 9 TAXES AND WITHHOLDING 20 Rollover Contributions 9 Paying Taxes on Your ISP 401(k) Accounts (non-Roth) 20 VESTING 9 In-Kind Distribution of PNC Common Stock 21 Vesting Service 10 Paying Taxes on Roth Accounts 21 Break in Service 10 Special Situations 10 LIMITATIONS ON BENEFITS 21 Forfeitures 11 Non-Discrimination Requirements 21 INVESTING YOUR ACCOUNT BALANCE 11 BENEFIT CLAIMS 22 The ISP 401(k) Investment Funds 11 Filing a Claim 22 Making Your Investment Elections 11 Claims Appeal Process 22 If You Don’t Make Investment Elections 12 Legal Actions, Venue Changing Your Investment Choices 12 and Statute of Limitations 23 Professional Investment Advice 12 ADMINISTRATIVE AND How to Access 13 LEGAL INFORMATION 24 Fees 13 PNC Stock Fund 13 YOUR RIGHTS UNDER THE EMPLOYEE PNC Stock Fund Dividend Election 13 RETIREMENT INCOME SECURITY Review Your Account Regularly 14 ACT OF 1974 (ERISA) 26 Rebalancing Your Account 14 Transfer Restrictions 14 Incentive Savings Plan SPD | Revised October, 2018 3
INCENTIVE SAVINGS PLAN OVERVIEW Employees Who are Not Eligible Set up as a 401(k) plan, the Incentive Savings You are not eligible to participate in the ISP Plan (ISP) 401(k) makes it easy to save for 401(k) if you are: your future. ! a leased employee, intern, temporary employee ! Your elective contributions are conveniently or an independent contractor; deducted from your pay. ! covered by a collective bargaining agreement, ! You can save with pretax or Roth (after-tax) unless the agreement provides for your dollars. participation in the ISP 401(k); ! Once you meet the eligibility requirements ! an employee who is not paid through PNC’s for the company match, PNC matches your U.S. payroll system; elective contributions dollar-for-dollar on the ! receiving only a pension or severance pay from first 4 percent of your eligible compensation the employer; or you contribute each pay period. ! a director of the employer who is not an officer ! You choose to invest among a wide variety of or otherwise an employee of the employer. professionally managed investment funds. Eligibility if You are Rehired ! You do not pay taxes on your investment earnings, if any, until you withdraw from If you are eligible to participate in the ISP 401(k), your account. stop working for the employer and are later rehired, you can begin contributing to the ISP ! You can make additional pretax catch-up 401(k) as soon as administratively possible after contributions if you will be at least age 50 by the end of the applicable year. your rehire date. Regardless of your participation status when your ELIGIBILITY employment ended, if you are rehired you must complete six months of service after your rehire Eligible employees of PNC and its participating date to be eligible to receive PNC matching affiliates (collectively referred to as the employer) contributions. can participate in the ISP 401(k) by making elective contributions. The eligibility requirements are described below. Note: Once you meet the eligibility requirements, you are also subject to the automatic enrollment rules described on page 5. Salaried Employees If you are a salaried employee (including a reduced schedule professional, or RSP) of the employer, you are eligible to enroll in the ISP 401(k) immediately upon being hired, and your elective contributions begin as soon as administratively possible. Hourly Employees Generally, if you are an hourly employee of the employer, you are eligible to enroll in the ISP 401(k) upon your completion of one year of service. Your elective contributions begin as soon as administratively possible after you meet the service requirement and enroll. Incentive Savings Plan SPD | Revised October, 2018 4
INCENTIVE SAVINGS PLAN ENROLLMENT Naming a Beneficiary Automatic Enrollment Upon enrollment in the ISP 401(k), you should name a beneficiary to receive your ISP 401(k) Salaried Employees account balance if you die before the balance If you are hired as a salaried employee on or has been paid out. after Jan. 1, 2015, you will be automatically enrolled in the ISP 401(k) unless you actively If you are married, federal law states that your elect to opt out within 30 days of your hire date. spouse is your beneficiary. If you designate someone other than your spouse as your Contributions will start with the first pay cycle that beneficiary, a Beneficiary Authorization form will begins after the 30-day active election window. automatically be generated and mailed to your Hourly Employees home address on file. You must complete the If you become newly eligible to participate in the form, have your spouse’s signature notarized ISP 401(k), or if you are rehired in 2015 or after and return it to the HR Service Center. and were previously eligible to participate in the Note: If your spouse is your designated ISP 401(k), you will be automatically enrolled in beneficiary and you and your spouse divorce, the ISP 401(k). If you don’t want to participate in your spouse will automatically be removed as the ISP 401(k), you must actively elect to opt out your beneficiary effective the date of the divorce. within 30 days after the date you become eligible Your designated contingent beneficiaries will (see Hourly Employees and Eligibility if You Are automatically become your beneficiaries, unless Rehired on page 4). you make a different election. If you did not Contributions will start with the first pay cycle designate contingent beneficiaries and you beginning after the 30-day active election window. do not make a new beneficiary election, your ISP 401(k) account will be paid as though you did How to Enroll not name a beneficiary, as described on page 6. Once eligible (as described on page 4), you can If you wish to designate your ex-spouse as your also choose to actively enroll in the ISP 401(k) in beneficiary, you must complete a new Beneficiary one of two ways: Authorization form. ! Go to Pathfinder from the PNC Intranet or If you are unmarried, you may name anyone directly to www.pncpathfinder.com. Expand you choose as your beneficiary. You may also the Retirement & Investments panel and name one or more primary and one or more choose the appropriate button. contingent beneficiaries, and you may change your beneficiary at any time. ! Call the HR Service Center at 877-968-7762, option 1. Representatives are available from To manage your beneficiary designation, access 9 a.m. to 5 p.m. ET weekdays. your ISP 401(k) account online (as described on page 2). Your election will be processed as soon as administratively possible. If you do not name a beneficiary, your named beneficiary dies before you, or your beneficiary cannot be located, your ISP 401(k) account is paid in the following order when you die: ! Your surviving spouse ! Your surviving children ! Your surviving parents ! Your surviving brothers and sisters ! Your estate Incentive Savings Plan SPD | Revised October, 2018 5
INCENTIVE SAVINGS PLAN CONTRIBUTIONS But there’s one important difference — how and when your contributions and earnings are taxed: Your Elective Contributions Your Contributions You may elect to contribute between one percent Pretax Roth After-tax and 75 percent of your eligible compensation to • No tax on contributions now • Contributions taxed now the ISP 401(k) each pay period. There are two • Earnings grow tax-free • Earnings grow tax-free through types of contributions you may make to the Plan: through the plan’s the plan’s investment options ! Pretax contributions • investment options Upon distribution, • Upon distribution, contributions are tax-free; earnings are also ! Roth (after-tax) contributions contributions and tax-free if you meet certain earnings are taxed criteria* Contributions must be made in one percent increments. The percentage you elect is deducted Note: PNC matching contributions and earnings on those contributions are always taxable when you take the money from your pay on a pretax basis. Once you elect out of the plan. to make contributions to the ISP 401(k), your election remains in effect until you change it *Earnings remain tax-free if upon distribution you are at least age 59½ and have had money in the Roth 401(k) for at least five or you are no longer eligible to participate in years, or in case of death or disability (as long as the five-year the Plan. requirement has been met). Your contributions are deposited into your ISP Automatic Enrollment Contributions 401(k) account each pay period and then invested If you are automatically enrolled in the ISP in the funds you select (see Automatic Enrollment 401(k) as described in Automatic Enrollment Contributions on this page). You are always fully on page 5, your contributions will be pretax and vested in the value of your elective contributions your contribution percentage will be set at four to the ISP 401(k), as adjusted for investment percent of eligible compensation. Your automatic earnings or losses. contributions will start with the first pay cycle The amount you can contribute to the ISP 401(k) after your 30-day active election window each year is limited by the Internal Revenue (see Enrollment on page 5). Automatic Service (IRS) (see IRS Limits on page 7). enrollment contributions are considered elective contributions under the Plan. The Difference Between Pretax and Roth Contributions You may make changes to your future Pretax contributions and Roth contributions have contribution percentage, including electing a lot in common. Both types of contributions to the a zero percent contribution, at any time. ISP 401(k): However, contributions already made to ! Can be made by easy payroll deduction. the ISP 401(k) will not be refunded. ! Are eligible for PNC matching contributions If you do not make an active investment (to a maximum four percent of pay combined). election, your automatic contributions will be ! Can be invested in the same range of funds. invested in the Qualified Default Investment Alternative (QDIA) (see If You Don’t Make Investment Elections on page 12). Incentive Savings Plan SPD | Revised October, 2018 6
INCENTIVE SAVINGS PLAN Automatic Increase Option annual limits in the fourth quarter for the next To help you meet your retirement savings goal, calendar year. the ISP 401(k) includes an optional feature Following are brief descriptions. If you reach the that allows you to elect an automatic increase annual deferral limit during the year, your elective to your contribution percentage each year until contributions and PNC matching contributions will you reach a target contribution rate you set. stop for the remainder of the year. Note that you You can choose to have an automatic increase may be eligible to make catch-up contributions apply to your pretax and/or Roth contributions. (see Catch-Up Contributions on this page). You may start, change or cancel this option at any time (see How to Enroll on page 5). See Annual True-up Matching Contribution Note: You are subject to the ISP 401(k) limits on page 9 for information about how you explained above and the IRS contribution limits could receive additional PNC contributions (see IRS Limits on page 7). after reaching an IRS limit. Also see Non-Discrimination Requirements on Catch-Up Contributions page 21 for important information about You are eligible to have additional elective non-discrimination requirements that may contributions called catch-up contributions further limit contributions for employees who deducted from your pay on a pretax basis if you are defined as highly compensated employees are at least age 50 by the end of the calendar under the Internal Revenue Code. year. The maximum catch-up contribution permitted is subject to IRS limits — the 2017 and ! Annual deferral limit: This is the maximum 2018 limit for catch-up contributions is $6,000. amount of your elective contributions to the ISP 401(k), including pretax and Roth You elect the amount of catch-up contributions after-tax contributions combined. For 2017, this you want deducted from your pay in whole dollar limit is $18,000; for 2018 the limit is $18,500. amounts each pay period, up to the allowable limit. Once you elect your catch-up contribution, ! Annual compensation limit: This is the maximum compensation amount considered your election remains in effect until you change it eligible for matching contributions to the or you are no longer eligible to participate in the ISP 401(k). For 2017, the limit is $270,000; ISP 401(k). for 2018, the limit is $275,000. Catch-up contributions generally are treated the ! Defined contribution limit: This is the sum same as regular contributions to the ISP 401(k), of your elective contributions, company except that they are not eligible for PNC matching matching contributions and any forfeitures contributions and they are not subject to other for any year. For 2017, this limit is $54,000; limits that normally apply to elective contributions for 2018, the limit is $55,000. (see IRS Limits below). You can find the current year’s IRS limits on the If you think your regular elective contributions will applicable website (as described on page 2) or by be subject to one or more of the limits, you may calling the HR Service Center, option 1. Also see still be permitted to make catch-up contributions, Catch-Up Contributions on this page. provided you meet the eligibility requirements. Definition of Compensation Note: If you elect catch-up contributions and Generally, compensation for purposes of the your regular elective contributions are not, in ISP 401(k) means the total wages, salaries, fact, limited, your catch-up contributions are not commissions, fees and other amounts you considered to be regular elective contributions receive for services provided to the employer. and, as a result, will remain ineligible for PNC Compensation includes amounts you contribute matching contributions. to the ISP 401(k) and other PNC plans, but does IRS Limits not include employer contributions to the ISP The ISP 401(k) is subject to several limits from 401(k) or other plans. the IRS that may affect your elective contributions Compensation also includes certain variable and account. The IRS typically announces these pay, such as annual bonus amounts. For most Incentive Savings Plan SPD | Revised October, 2018 7
INCENTIVE SAVINGS PLAN participants, compensation includes 100 percent You are eligible for matching contributions starting of variable pay up to $25,000, and 50 percent of the first day of the month after you complete the next $225,000 of variable pay. six consecutive months of service. If you have already completed six consecutive months of Special limits and/or exclusions apply with respect service (as of your last hire date) when you to participants who are members of the Corporate start participating in the ISP 401(k), you are Executive Group (CEG). immediately eligible for matching contributions. The IRS limits the amount of compensation that Minimum Matching Contribution may be taken into account each year under the PNC will contribute a minimum matching ISP 401(k) (see Annual compensation limit under contribution of $2,000 if you contribute at least IRS Limits on this page and Non-Discrimination four percent of your eligible compensation every Requirements on page 22). pay period during the year. The minimum match Changing Your Contribution Percentage is prorated for part-time employees, those eligible You may generally change your contribution for company matching contributions for less than percentage or stop contributions at any time. a full year and employees on a leave of absence. To make a change, stop contributing or re-enroll, You must be employed by PNC at the end of the access the applicable website (as described year in order to be eligible for the minimum match on page 2) or call the HR Service Center at for that year. For purposes of this provision, 877-968-7762, option 1. Contribution changes the “end of the year” is defined as: take effect as soon as administratively possible. ! Prior to Jan. 1, 2018: Dec. 31 of the Note: Contributions already made to the ISP applicable year 401(k) will not be refunded. ! On or after Jan. 1, 2018: the last business In-Plan Roth Conversion day in December of the applicable year Beginning Jan. 1, 2017, you may convert all or If you first become match-eligible after the start of some of your current pretax balance to Roth the calendar year, you are eligible to receive the (after-tax), if desired. When you access your minimum match for the year — on a prorated account through Pathfinder, you’ll be able to basis to reflect the number of months you are select In-Plan Roth Conversion as an available match-eligible during the calendar year — as long transaction. If you’re interested in an in-plan as you: conversion, the system will walk you through the process and show you the potential tax impact ! enroll in the ISP 401(k) within 30 days of becoming an eligible employee; before you make your election. Any amount you choose to convert will be subject to taxes in the ! make elective contributions of at least four percent each pay period for the remainder year you complete the conversion. Because taxes of the calendar year; and won’t be withheld from the converted amount, you’ll need to pay the taxes from another source ! are employed by PNC at the end of the year, when you file your tax return for that year. In-plan as defined above. conversions can be requested up to two times per If your elective contributions are suspended calendar year. because of a hardship withdrawal, the $2,000 PNC Matching Contributions minimum match is prorated based on the number of per-pay-period contributions you made during If you make elective contributions to the ISP the year. 401(k), PNC makes matching contributions to your ISP 401(k) account once you are eligible as described below. Each pay period, PNC matches dollar-for-dollar the first four percent of eligible PNC makes matching contributions to compensation you contribute. This includes any your ISP 401(k) account once you meet combination of pretax and/or Roth contributions. Catch-up contributions are not eligible for the the match eligibility requirements. matching contribution. Incentive Savings Plan SPD | Revised October, 2018 8
INCENTIVE SAVINGS PLAN EXAMPLE: Minimum Matching Contribution ! On or after Jan. 1, 2018: the last business day in December of the applicable year Jane is a PNC employee who: ! earns $30,000 during the calendar year; If you first become match-eligible after the start ! is eligible for company matching contributions of the calendar year, you are eligible to receive for the full year; and the true-up match for the year prorated to reflect ! contributes 4% to the ISP 401(k) every pay period. the number of months you are match-eligible $30,000 x 4% = $1,200 Jane’s contribution during the calendar year, provided that you are employed by PNC “at the end of the year,” as described earlier in this section. Every pay period, PNC matches Jane’s 4% by Rollover Contributions contributing an additional 4% to her account. $1,200 matching contributions from PNC You may be able to roll over your balance from another eligible retirement plan into the ISP Because Jane meets the minimum match 401(k). Balances from qualified retirement plans requirements, including being employed by PNC [such as 401(k) and pension plans, 403(b) plans, at the end of the year, PNC contributes another 457 plans and certain individual retirement $800 to her account after the end of the year. accounts (IRAs)] may be eligible for rollover. $800 additional matching contribution from PNC If you are eligible to take a lump sum distribution of your PNC Pension Plan vested balance, you The total PNC contribution to Jane’s ISP 401(k) may elect to roll it into the ISP 401(k). account is $2,000 for the year. $1,200 regular matching contributions You may make a rollover contribution before you + 800 additional matching contribution meet the eligibility requirements to participate in $2,000 total minimum matching contribution the ISP 401(k). You must provide proof that your distribution is eligible to be rolled over into the Annual True-up Matching Contribution ISP 401(k). Because PNC makes matching contributions on a per-pay basis, it is possible that an individual The following rules apply: could reach the IRS limits before receiving the full ! Rollover contributions are not matched under company match for the year. If you reach the the ISP 401(k); annual deferral limit (see IRS Limits on page 7) ! The ISP 401(k) does not accept rollover before the end of the calendar year and your contributions in stock shares or units; and elective contributions (other than catch-up ! The ISP 401(k) cannot accept rollover contributions) stop, PNC matching contributions contributions from a Roth IRA. also stop. To request a rollover, go to the applicable website At the end of each year, PNC reviews each (as described on page 2) or call the HR Service participant’s match-eligible contributions and Center at 877-968-7762, option 1. eligible compensation during the year to determine if the full amount of the company match was made. PNC will make an additional VESTING To be vested means you have a nonforfeitable true-up matching contribution to the accounts of right to receive a benefit from the ISP 401(k). any participants who have not received the full You are always 100 percent vested in the value amount of the company match to which they are of your elective contributions (including catch-up entitled for the year. You must be employed by contributions) and rollover contributions to the PNC at the end of the year in order to be eligible ISP 401(k). for the true-up matching contribution for that year. For purposes of this provision, the “end of the You are always 100 percent vested in the value year” is defined as: your elective contributions (including catch-up ! Prior to Jan. 1, 2018: Dec. 31 of the contributions) and rollover contributions applicable year to your ISP 401(k) account. Incentive Savings Plan SPD | Revised October, 2018 9
INCENTIVE SAVINGS PLAN If you first became an employee of the employer the length of your break does not exceed the before Jan. 1, 2010, you are always 100 percent greater of: vested in the value of your matching contributions ! the vesting service you earned before the (including any minimum matching contributions or break; or true-up matching contributions). ! five years. If you first became an employee of the employer Otherwise, the vesting service you earned on or after Jan. 1, 2010, you become 100 percent before your break in service does not count. vested in the value of your matching contributions when you complete three years of vesting service. If your employment with the employer ends and you are rehired within 12 months, for Your matching contributions also become vesting purposes only, you are not considered 100 percent vested if, while you are an employee, to have had a break in service and your service you reach age 65, become totally disabled or die. is counted continuously through your absence. Amounts transferred to the ISP 401(k) as a You would still be subject to the six-month result of certain plan mergers become vested wait to receive the matching contributions. in accordance with the provisions applicable to If your break in service began before those plans. For more information, call the HR Jan. 1, 2010, the break in service is handled Service Center at 877-968-7762, option 1. under the terms of the ISP 401(k) or a prior Minimum matching contributions are subject to plan in effect when your break began. If you the same vesting rules. However, the minimum have questions, call the HR Service Center matching contributions made for the 2011, 2012, at 877-968-7762, option 1. 2013 and 2014 plan years were fully vested Special Situations immediately, regardless of whether your other Regardless of how long you are absent from matching contributions were vested. employment with PNC, you are not considered Vesting Service to have had a break in service as a result of: Generally, vesting service equals the number of ! an absence due to a total disability; years and months between your date of hire (or ! an approved leave of absence followed by a rehire) and the day you stop working for PNC and resumption of employment or retirement with any related employers. the employer’s consent; or You also may receive vesting service for years ! an absence for military service granted by the of service earned under certain plans that were employer or required by law, if you return to merged into the ISP 401(k), and service with prior work within 90 days of release from active duty employers. (or within the time your right to reemployment is protected by law, if longer). Break in Service The consecutive 12-month period ending on the A break in service is a period of 12 or more first anniversary of the first day of such absence consecutive months during which you do not does not constitute a break in service if you are complete one hour of service. absent from work due to any of the following: If you leave your employment with the employer ! your pregnancy; and all related employers and you are later rehired, special rules apply depending on whether ! the birth of your child; you have had a break in service. ! the placement of a child with you in connection with the adoption of such child by you; or If you are vested in your matching contributions when a break in service begins, you remain ! your need to care for such child for a period vested when you return to work for the employer. beginning immediately after such birth or If you are not vested when a break in service placement. begins, the vesting service you earned before the break is counted when you return to work only if Incentive Savings Plan SPD | Revised October, 2018 10
INCENTIVE SAVINGS PLAN Forfeitures The list of investment funds may change periodically as determined by the Plan’s You forfeit any PNC matching contribution Administrative Committee. The Committee meets amounts in which you are not vested when your quarterly to review investment performance as employment ends. well as other aspects of fund management. If it is If you forfeit the matching contribution, the amount decided that a new fund will be added or a current you forfeit is restored if you return to work as an fund discontinued, you will be notified. If the eligible employee before you incur a five-year change requires a blackout period during which break in service. However, if you received a trading is not permitted, you will be notified of the distribution of the vested portion of your ISP timing and details of the blackout period. 401(k) account, the amount you forfeited is Making Your Investment Elections restored only if you repay the amount you Deciding which funds are right for you depends on received (but not including any rollover your personal investment strategy and how long contributions you made to the ISP 401(k)) you have until retirement. When you enroll, you within five years from the day you begin make your investment choices in whole percent participating in the ISP 401(k) again. increments. Forfeitures are used to restore participants’ In general, there are two types of funds offered in accounts, offset employer contributions to the ISP the ISP 401(k): 401(k) and pay reasonable ISP 401(k) expenses, in that order. ! Target Date Funds — These funds (sometimes called pre-mixed or lifestyle funds) contain a blend of investments based on a INVESTING YOUR ACCOUNT BALANCE specific time horizon. Each is named for a The ISP 401(k) Investment Funds specific retirement year that corresponds to the year you reach age 65, and is rebalanced To help you diversify your savings, the ISP 401(k) over time so that the asset mix becomes more offers a range of investment funds as shown conservative as the target date approaches. in the chart on the following page. You are responsible for choosing how your elective ! Individual Funds — These funds are in contributions are invested among the available different asset classes with varying degrees funds. If you do not make an active investment of potential risk and return. You can select a election, your elective contributions will be number of individual funds to create your own invested in the Plan’s Qualified Default portfolio based on your savings goals. Investment Alternative (QDIA) (see If You It is important to read the fund fact sheet and Don’t Make Investment Elections on page 12). prospectus for each fund before making your The ISP 401(k) is intended to comply with investment choices. You can access this Section 404(c) of the Employee Retirement information, as well as retirement planning tools, Income Security Act of 1974 (ERISA). This means by visiting the applicable website (as described that you — not the Plan’s fiduciaries — have on page 2) or calling the HR Service Center at responsibility for the investment results of your 877-968-7762, option 1. Remember that past ISP 401(k) account based on your choices among performance is no guarantee of future results. the available investment funds. Incentive Savings Plan SPD | Revised October, 2018 11
INCENTIVE SAVINGS PLAN ISP 401 (k) Investment Funds as of Jan. 1, 2017 Changing Your Investment Choices Ticker Generally, you may do the following at any time: Fund Name (abbreviation) Symbol ! change how future contributions (including your Target Date Funds elective contributions and PNC contributions) BlackRock LifePath Retirement (LifePath Ret) N/A are invested; and/or BlackRock LifePath Target Date 2020 (Target 2020) N/A ! transfer your existing fund balances from one BlackRock LifePath Target Date 2025 (Target 2025) N/A fund to another. However, if you transfer BlackRock LifePath Target Date 2030 (Target 2030) N/A money out of the PNC Stock Fund, you cannot transfer it back in. BlackRock LifePath Target Date 2035 (Target 2035) N/A BlackRock LifePath Target Date 2040 (Target 2040) N/A A change in the investment direction of future BlackRock LifePath Target Date 2045 (Target 2045) N/A contributions is effective for contributions received after the date of your change. BlackRock LifePath Target Date 2050 (Target 2050) N/A BlackRock LifePath Target Date 2055 (Target 2055) N/A You can transfer all or any part of your investments to any of the available ISP 401(k) BlackRock LifePath Target Date 2060 (Target 2060) N/A investment funds as often as daily, subject to Money Market restrictions established by the investment funds BlackRock Government Short-Term Investment Fund N/A themselves. Transfer restrictions are intended to GIC/Stable Value discourage frequent, rapid transfers into and out PNC Stable Value Fund N/A of a particular fund; see Transfer Restrictions on Bond page 14 for more information. State Street U.S. Bond Index Fund (SSgA Bond Index) N/A To change the investment direction of future BlackRock TIPS (BR Tips) N/A contributions or to transfer fund balances, access the applicable website (as described on page 2) BlackRock High Yield Bond Fund (BR High Yld Bnd) BRHYX or call the HR Service Center at 877-968-7762, Equity option 1. State Street S&P 500 Index Fund (SSgA S&P 500) N/A If you complete a fund transfer transaction by State Street U.S. Extended Market Index Fund N/A (SSgA Extd Mkt) 4 p.m. ET on a business day, your transaction will State Street Global Equity ex-U.S. Index Fund N/A be effective at the market price as of the close of (SSgA Global Eq) business that day. Transactions completed after State Street International Index Fund N/A 4 p.m. ET on a business day, or on a weekend/ State Street Emerging Markets Fund N/A holiday, will be effective the next business day. State Street Real Return ex-Natural Resources Equities Index Fund (SSgA Real Rtn) N/A Professional Investment Advice If You Don’t Make Investment Elections PNC offers ISP 401(k) participants* personalized If you fail to make an investment election advice on their savings, investments and for your ISP 401(k) accounts (including your retirement income through Aon Hewitt Financial elective contributions and PNC contributions), Advisors (AFA), an independent third-party contributions are invested in the Plan’s Qualified investment advisor. AFA has hired Financial Default Investment Alternative (QDIA), in Engines Advisors L.L.C. (FEA) to provide accordance with ERISA section 404(c) (see sub-advisory services. Investing Your Account Balance on page 11). The QDIA is the Target Date Fund that corresponds to the year in which you reach age 65. If your contributions are invested in the QDIA initially, you may change your investment * Employees who have been notified that they are restricted employees of PNC will not receive the Retirement Evaluations and are not eligible to enroll elections at any time in the future (see Changing in Professional Management. Online Advice is available to restricted Your Investment Choices on this page). employees. Incentive Savings Plan SPD | Revised October, 2018 12
INCENTIVE SAVINGS PLAN AFA services include the following: of cash. If your ISP 401(k) account included ! A Retirement Evaluation is mailed to your home PNC stock prior to Nov. 1, 2011, the shares annually once you have a balance in the ISP allocated to your account were converted to units 401(k). This personalized evaluation highlights in the PNC Stock Fund. Each unit includes both your current savings/investment strategy in the cash and shares of stock. As a result, one unit ISP 401(k) and offers recommendations for does not equal one share of stock. improvement; Your balance in the PNC Stock Fund is expressed ! Online Advice offers tools and personalized in dollars and can also be viewed as equivalent recommendations to help you invest in the ISP shares. These represent the number of shares 401(k) as well as your other retirement savings you would receive if you took a share payment accounts; and from your PNC Stock Fund account on a ! Professional Management is an optional service particular day. To determine the number of available by enrollment directly with AFA. equivalent shares you own, the ISP 401(k) divides It allows you to work with AFA investment the market value of your PNC Stock Fund balance advisors who will develop your personalized by the New York Stock Exchange (NYSE) closing retirement plan and handle any transactions. price of PNC common stock on the payment’s You may enroll in or cancel Professional effective date. Management at any time. PNC Stock Fund Dividend Election How to Access Dividends may be paid periodically on PNC To access the Retirement Evaluation and Online common stock and will be allocated based Advice, go to the applicable website (as described on the unitized value. Each year during the on page 2). If you have questions or want to enroll open enrollment period (generally the first two in Professional Management, call the HR Service weeks of December), you may elect to have Center at 877-968-7762, select option 1 and then any dividends allocated to your ISP 401(k) Investment Advice to speak to an AFA investment account either: advisor (available from 9 a.m. to 9 p.m. ET ! paid to you in cash; or weekdays). ! reinvested in the PNC Stock Fund. Fees If you do not make an election, your dividends are All ISP 401(k) participants pay a quarterly fee reinvested. If you choose to receive dividends in for the Retirement Evaluation and Online Advice. cash, your election remains in effect from year If you elect Professional Management, there is a to year unless you make a change during a later separate account-based fee. See Plan Expenses open enrollment period. on page 26 for details. Dividends that are reinvested in the PNC Stock PNC Stock Fund Fund are not subject to income tax when Prior to January 2011, PNC stock was one of reinvested. Instead, these amounts are taxable the investment options in the ISP 401(k). when they are distributed from the ISP 401(k). Dividends paid by PNC on stock held by the ISP The PNC Stock Fund is not an investment option 401(k), whether paid to you in cash or reinvested for new contributions or transfers from other in units of the PNC Stock Fund, are deductible investment options. If you transfer money out by PNC. of the PNC Stock Fund, you cannot transfer it back in. Effective Nov. 1, 2011, the PNC Dividends paid to you in cash are taxable as Stock Fund became a unitized stock fund. This ordinary income in the year you receive them and means that the PNC Stock Fund now includes reported on Form 1099-R. These dividends do not shares of PNC stock, as well as a limited amount qualify for special corporate dividend tax rates. If you take a hardship withdrawal from the ISP The PNC Stock Fund is not an investment 401(k), you are required by law to receive your option for new contributions or transfers from dividends in cash for six months after you receive other investment options. your hardship withdrawal. Incentive Savings Plan SPD | Revised October, 2018 13
INCENTIVE SAVINGS PLAN Review Your Account Regularly Any transfer restrictions are explained in each fund’s prospectus. To view the fund Your ISP 401(k) account is valued daily. You can prospectuses, visit the applicable website (as check your balance online on the appropriate described on page 2) or call the HR Service website (as described on page 2) or by calling Center at 877-968-7762, option 1. the HR Service Center at 877-968-7762, option 1. In addition, you will receive quarterly statements Restricted Employees and PNC Insider showing the value of your account as of the end Trading Rules of the immediately preceding quarter. If you are notified of your designation as a The value of each fund fluctuates with market restricted employee of PNC or a subsidiary — conditions and the economy. From time to time, that is, subject to insider trading rules and/or you should review the performance of the various consideration for Section 16 executive officers — investments in your account to determine if you restrictions apply to the timing of your purchases want to change your contribution percentage, your and sales of securities issued by PNC. You can current investments or the investment of your obtain a copy of these rules, which include future contributions. additional restrictions and requirements not described here, from the PNC Corporate Your account balance at retirement will depend Ethics Office. upon the performance of your investments. Risks Rebalancing Your Account Every investment involves risks. You should The ISP 401(k) offers you the option of evaluate carefully all of the investment risks automatically rebalancing your investments associated with choosing investment funds and every 90 days, 180 days or annually. This means allocating or re-allocating your ISP 401(k) account that your account’s investment fund balances are balance. The value of your investment in any of automatically redistributed based on your election these funds depends not only on the amount so your account diversification matches your deposited, but on conditions in the financial investment elections in place as of the date markets and numerous other factors. There is the rebalancing occurs. no guarantee that you eventually will receive the Note: If you hold PNC Stock Fund units actual amount of monies deposited into the ISP in your ISP 401(k) account, choosing the 401(k) on your behalf. Market values of securities automatic rebalancing feature will cause rise and fall, and the value of your investment in the Plan to sell the PNC Stock Fund units any fund on any valuation date could be more held in your account. Since the PNC Stock or less than the total amount deposited into a Fund is no longer an investment option for future particular fund, even taking into account earnings contributions under the ISP 401(k), once you or interest gained in the past. transfer out of investments in your PNC Stock The investment funds in the ISP are not insured Fund, whether by affirmative investment election by the Federal Deposit Insurance Corporation or by action of the automatic rebalance feature, (FDIC) or guaranteed by any bank or you cannot repurchase units under the Plan. governmental agency. You assume the risk Transfer Restrictions of any decrease in the market value of your securities held or investments made through Some investment funds impose restrictions on the frequency and timing of transferring money the ISP 401(k). into and out of the fund. Since the ISP 401(k) is designed for long-term retirement savings, such restrictions are intended to discourage frequent The value of each ISP 401(k) investment fund rapid transfers into and out of a particular fund. fluctuates with market conditions and the economy. You should review the performance If you make transfers that violate these restrictions, those transactions will be reversed of your investments on a regular basis and at your expense. make changes as needed. Incentive Savings Plan SPD | Revised October, 2018 14
INCENTIVE SAVINGS PLAN WITHDRAWALS You may request one withdrawal of this type in Although the ISP 401(k) is designed for long-term any 12-month period. retirement savings, the withdrawal options Rollover Account Withdrawals described below permit you to access the funds You may request a withdrawal of all or any portion in your ISP 401(k) account while you are an active of your Rollover Account at any time. employee. Age 59½ Withdrawals Amounts withdrawn (other than any after-tax contributions from a prior plan) generally are If you are at least age 59½, you may elect to included in your income in the year of withdrawal withdraw all or any portion of your vested ISP and subject to 20 percent federal income tax 401(k) account. You may make an age 59½ withholding. Amounts you withdraw before withdrawal once in any six-month rolling period. you reach age 59½ also may be subject to For example, if you request a withdrawal on a 10 percent tax penalty for early withdrawal, March 1, 2017, you may not request another subject to certain restrictions. withdrawal until Sep. 1, 2017. Withdrawals are taken from your account in Age 59½ Withdrawals if You Have proportion to the money you have in each a Roth Account investment fund. If you have a Roth account, your withdrawal may include amounts from your Roth Elective You cannot pay back amounts you withdraw Contribution Account only if the withdrawal is a from the ISP 401(k) (you can, however, pay qualified distribution under the rules that apply to back participant loans from the Plan; see Taking such accounts: a Loan on page 17). Therefore, any withdrawal ! Your Roth account must have been established leaves you with less money for retirement. You at least five years before your distribution, and should consult a tax or financial advisor before requesting a withdrawal. ! You must be at least age 59½, receiving disability payments from PNC or a beneficiary To verify the amounts (if any) that are available of a deceased participant at the time of the for withdrawal from your ISP 401(k) account and payment. to request a withdrawal, access the applicable Also, you may make an age 59½ withdrawal from website (as described on page 2) or call the your Roth account only once in any six-month HR Service Center at 877-968-7762, option 1. rolling period. Withdrawal proceeds generally are available within five to seven business days. You have the If you wish to receive an age 59½ withdrawal, you option of having your withdrawal deposited in your must first exhaust the balance in your non-Roth checking account or having a check mailed to account, before making any withdrawal from your your home. Roth account. For example, let’s assume you wish to withdraw $100,000 and you have an After-Tax/Prior Profit-Sharing Withdrawals $80,000 balance in your non-Roth account and You may request a withdrawal of any after-tax a $50,000 balance in your Roth account. You contributions (other than Roth elective would first request a withdrawal of $80,000 from contributions) and any vested profit-sharing your non-Roth account followed by a second contributions that were made under the ISP withdrawal request of $20,000 from your Roth 401(k) or certain prior plans. If the funds were account. matched by an employer, they must have The rolling, six-month waiting period applies been held in the ISP 401(k) or a prior plan for separately to your non-Roth and Roth accounts. at least two years to be eligible for withdrawal. In the example above, if you requested an Although the ISP 401(k) is designed for $80,000 withdrawal on April 12, 2017, from your non-Roth account, you would not be able to long-term retirement savings, you are permitted request a second withdrawal from this account to withdraw portions of your account while until Oct. 12, 2017. And, if you requested $20,000 working under certain situations. from your Roth account on April 30, 2017, you Incentive Savings Plan SPD | Revised October, 2018 15
INCENTIVE SAVINGS PLAN would not be able to request a second withdrawal To request a hardship withdrawal, access the from this account until Oct. 30, 2017. applicable website (as described on page 2) or call the HR Service Center at 877-968-7762. Hardship Withdrawals option 1. If you have an immediate and heavy financial Your hardship distribution is generally subject to need that cannot be satisfied from other sources all applicable income taxes and penalties. Always reasonably available to you, you may request consult a tax advisor before requesting a hardship a hardship withdrawal from your ISP 401(k) withdrawal. account. Prior to taking a hardship withdrawal, you must first access any of the following, The Amount You Can Withdraw if available to you: To determine the amount available for a hardship ! non-Roth after tax funds from prior plans; withdrawal, access the applicable website (as ! profit sharing funds from prior plans; described on page 2) or call the HR Service Center at 877-968-7762. option 1. The maximum ! rollover funds; and amount you can withdraw is the amount needed ! age 59½ withdrawals and loans under to meet your immediate and heavy financial the ISP 401(k) Plan. need (including any amounts necessary to pay Also, you must certify that you have no other federal, state or local income taxes or penalties sources of funds to satisfy the financial obligations reasonably anticipated to result from the imposed by the hardship (such as insurance, withdrawal). Withdrawals are taken from your liquidation of assets or by borrowing from account in proportion to the money you have in commercial sources on reasonable terms). each investment fund. Note: Earnings on your ISP 401(k) account, if any, are not available for If you meet these requirements, you may request a hardship withdrawal. a hardship withdrawal for the following specific purposes: Restrictions After a Hardship Withdrawal ! medical expenses for you, your spouse, your If you take a hardship withdrawal, you may not do dependents or your primary beneficiary that the following for six months from the effective date have been incurred or are required in advance of the hardship withdrawal: to get eligible medical care not otherwise ! contribute to the ISP 401(k); reimbursable by insurance; ! receive matching contributions; and ! payment of tuition and related education ! participate in the Employee Stock Purchase fees, including room and board, for the next Plan. 12 months of post-secondary education for In addition, if you take a hardship withdrawal, you, your spouse, dependents or primary federal law requires that you receive dividends beneficiary; on any stock in the PNC Stock Fund held in your ! purchase of your primary residence; account paid in cash during the six-month period. ! prevention of eviction from your primary residence (or foreclosure on the mortgage); ! payment of expenses for the repair of damage If you take a hardship withdrawal, you may not to your primary residence that would qualify for the casualty deduction under IRC Section 165 contribute to the ISP 401(k) for six months. (determined without regard to whether the loss exceeds 10 percent of adjusted gross income); and/or ! payment of burial or funeral expenses for your deceased parents, spouse, children, dependents or primary beneficiary. When you request a hardship withdrawal, you must provide documentation supporting your hardship. Incentive Savings Plan SPD | Revised October, 2018 16
INCENTIVE SAVINGS PLAN TAKING A LOAN 2. Subtract the amount of any current outstanding ISP 401(k) loan from the If you are an active employee and need access to results of step 1. This is the maximum your funds before you reach retirement, you can you can borrow. take a loan from your ISP 401(k) account for any reason. You pay your account back with interest using after-tax payroll deductions. You may have EXAMPLE: The Maximum Amount You Can Borrow up to two loans outstanding at a time. Bob’s current vested ISP 401(k) balance is You may request a loan for a maximum of five $90,000, his highest outstanding loan balance years, or 15 years if you are using the loan to is $40,000, and his current outstanding loan acquire your primary residence. To model balance is $10,000. The difference between his highest and current loan balances is $30,000. repayment schedules for different loan amounts and time periods, access the applicable website 1. Calculate the lesser of A or B. (as described on page 2) or call the HR Service A. 50% of vested account balance: Center at 877-968-7762, option 1. $90,000 x .5 = $45,000 Loan provisions must meet certain IRS guidelines, B. $50,000 minus the difference between the highest and current loan balances: and the rules regarding loans are subject to $50,000 - $30,000 = $20,000 change without notice. In general, loans are subject to the rules and procedures in effect at the B is less than A. time they are made. 2. Subtract Bob’s current loan balance: $20,000 - $10,000 = $10,000 The Amount You Can Borrow The balance in your ISP 401(k) account serves as The maximum amount Bob can borrow is $10,000. security for your loan. The minimum amount you can borrow is $500. The maximum amount you can borrow is based on IRS formulas. Requesting a Loan ! If you have not had an ISP 401(k) loan To request a loan, access the applicable website previously, the maximum you can borrow is 50 (as described on page 2) or call the HR Service percent of your vested ISP 401(k) account Center at 877-968-7762, option 1. balance or $50,000, whichever is less. Loans are generally issued within three to five ! If you have had an ISP 401(k) loan previously, business days. You have the option of having the maximum you can borrow is determined by your loan proceeds deposited in your checking these steps: account or having a check mailed to your home. 1. Calculate the lesser of A or B below: Number of Outstanding Loans Permitted A. 50 percent of your vested ISP 401(k) As an active participant, you may not have more account balance (up to a balance than two outstanding loans at any time. If you of $100,000) have two outstanding loans, at least one of them must be repaid before obtaining a new loan. B. $50,000 reduced by the difference between Effective Jan. 1, 2015, you must wait 30 days after paying off a loan before you are eligible 1) your highest outstanding ISP 401(k) to apply for a new loan. This 30-day period loan balance during the preceding is in effect whether the loan has been paid off 12-month period ending on the day prior to the end of the original term of the loan before the date the loan is made; and or according to regularly scheduled payroll 2) your current outstanding balance deductions per the amortization schedule. on loans under the ISP 401(k), including loans from prior plans that were merged into the ISP 401(k). Incentive Savings Plan SPD | Revised October, 2018 17
INCENTIVE SAVINGS PLAN Repaying Your Loan with Interest RECEIVING A DISTRIBUTION Loan repayments are deducted from your pay on When You Can Receive a Distribution an after-tax basis until your loan is repaid in full. The interest rate is set at the time you request the The value of your vested ISP 401(k) account loan and equals the prime rate announced by balance is payable to you (or your beneficiary) PNC Bank, National Association on the 15th day when: of the month preceding the day you submit the ! your employment with PNC or its affiliates ends; loan application. You may pay off a loan in full at ! you become disabled as defined by PNCs any time without prepayment penalties. Long-term Disability Plan, if you are eligible. If not, disability is determined by the Social Loan repayments go back into your ISP 401(k) Security Administration; or account according to your current investment elections. ! you die. Default Based on the value of your vested ISP 401(k) account balance, you have different distribution If you fail to make an installment payment on your options, each with different tax implications. You loan by the end of the calendar quarter following are encouraged to talk with a tax/financial advisor the calendar quarter in which the payment was due, the Plan Manager may accelerate payment so you can take the best action for your situation. of the entire loan and interest due at that point. If Your actual account balance will depend upon the you default on your loan, the outstanding balance level of contributions you made and the and interest will be deducted from your ISP 401(k) investment performance of your accounts. account and becomes taxable to you in the If Your Account Balance Is $5,000 or More current tax year. If your vested account balance is $5,000 or more, Loan repayments are suspended during a period you must request the distribution of your account. of qualified military service. You can choose to receive your ISP 401(k) If You Leave PNC account in any of the following forms: If your employment with the employer ends, the ! a single lump-sum payment; outstanding balance of any ISP 401(k) loan plus ! monthly, quarterly or annual installments over a interest outstanding must be repaid to the ISP period not to exceed the lesser of 15 years or 401(k) within 60 days after the end of your your life expectancy (or the joint life expectancy employment. If you do not repay the loan, the of you and your spouse if you outstanding balance plus interest will be deducted are married); or from your ISP 401(k) account balance before it is ! a partial lump-sum payment if you are at least distributed to you. The amount of the loan plus age 55 and have completed three years of interest is treated as a taxable distribution to you. vesting service. If you have a loan outstanding that was taken If you elect installment payments, you may revoke under any prior plan, that loan is subject to your election and receive the balance of your the terms of the plan in effect when the loan account in a single lump-sum payment at was made. any time. If you take a partial distribution, the amount is taken from your account in proportion to the We can’t pay you if we can’t find you! money you have in each investment fund. Keep your contact information up to date. Distributions generally are made in cash, but you Contact the HR Service Center to report may choose to receive any PNC Stock Fund units changes to your name, address, phone number, held in your account in equivalent shares of PNC email or marital status. common stock. Incentive Savings Plan SPD | Revised October, 2018 18
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