01—Abstract
Summary
Summary of the 10-K/A filed June 28, 1996. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 1 to PNC Financial Services Group's 1995 Form 10-K.
It does not contain PNC's consolidated annual financial statements, which are incorporated by reference from the Annual Report to Shareholders. Instead, it supplies the audited financial statements of two employee retirement savings plans under Rule 15d-21: the PNC Bank Corp. Incentive Savings Plan and the Midlantic Savings and Investment Plan. Both were audited by Ernst & Young LLP, with opinions dated June 18, 1996 and June 14, 1996, respectively, and both were unqualified.
The PNC plan's net assets available for benefits rose from $388.2 million at year-end 1994 to $580.4 milliona at year-end 1995, an increase of about 49%. The increase was driven largely by a $160.3 million net appreciation in investments, including PNC common stock, and by $12.3 million in net assets received from mergers. Employee contributions were $26.8 million and employer cash contributions were $9.5 million, against $51.8 million in participant payments.
The plan's $84.6 millionb ESOP note to PNC Bank Corp. is scheduled to amortize over 1996 to 1999. Net assets of the Midlantic plan roughly doubled to $94.6 million, reflecting the Midlantic merger, which closed December 31, 1995 with Midlantic shareholders receiving 2.05 PNC shares for each share held. For investors, the main takeaway is that these filings are largely informational.
They show growth in employee savings assets, heavy concentration in PNC stock (about $411.7 millionc in the PNC plan, or roughly 71% of its net assets), and the integration of Midlantic's plan into PNC's structure, with a planned merger of the two plans by December 31, 1996. They do not directly report PNC's consolidated earnings, capital, or credit quality.
02—Key points
Key Highlights
- The filing is a 10-K/A (Amendment No. 1) that supplies ERISA plan financial statements, not PNC's consolidated annual financials, which are incorporated by reference from the shareholder annual report.
- PNC Bank Corp. Incentive Savings Plan net assets grew 49%, from $388.2 million (1994) to $580.4 million (1995), with net appreciation of $160.3 million in 1995 versus a $102.9 million depreciation in 1994.
- PNC Bank Corp. common stock made up about $411.7 million, or roughly 71%, of the PNC plan's net assets, highlighting significant employee exposure to the company's own stock.
- The plan's leveraged ESOP carried an $84.6 million note payable to PNC Bank Corp. at a 5.02% effective rate, with 3,825,106 unallocated shares valued at about $123.4 million at year-end 1995.
- The Midlantic Savings and Investment Plan's net assets nearly doubled to $94.6 million, reflecting the December 31, 1995 Midlantic merger, in which each Midlantic share was exchanged for 2.05 PNC shares.
- The Midlantic plan is slated to be merged into the PNC Incentive Savings Plan by December 31, 1996, and several Midlantic-related funds were consolidated into PNC Capital Funds effective January 12, 1996.
- Both plans received unqualified audit opinions from Ernst & Young LLP, and the PNC plan's IRS qualification under Section 401(a) was confirmed in a June 21, 1995 ruling.
03—Questions
Frequently Asked Questions
Does this filing show PNC's overall 1995 financial results?
No. The filing is Amendment No. 1 to the 1995 Form 10-K and contains only the audited financial statements of two employee savings plans. PNC's consolidated income statement, balance sheet, and cash flows are incorporated by reference from the Annual Report to Shareholders, which is not included here.
How much of the PNC employee savings plan is invested in PNC stock?
PNC Bank Corp. common stock was valued at about $411.7 million at December 31, 1995, roughly 71% of the plan's $580.4 million in net assets. The PNC stock fund (Fund D) alone held about $194.7 million across 6,037,498 shares, and the ESOP held additional allocated and unallocated shares.
Why did the Midlantic plan's assets rise so sharply in 1995?
Midlantic plan net assets rose from $47.1 million to $94.6 million, mainly because of a $37.8 million net appreciation in investments, largely from the value of PNC Bank Corp. stock received when Midlantic merged into PNC. The plan also received $14.4 million in contributions and rollovers during the year.
What is the ESOP debt obligation and how will it be repaid?
The ESOP borrowed $140 million from PNC Bank Corp. in 1989 to buy about 7.35 million PNC shares. At December 31, 1995, $84.6 million remained outstanding, with scheduled principal payments of $16.9 million in 1996, $20.1 million in 1997, $23.9 million in 1998, and $23.7 million in 1999. PNC Bank is obligated to make annual contributions to cover principal and interest net of plan investment income.
04—Continue