8-KOther EventsExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Corporate Update (Aug 4, 2020)

Filed August 4, 2020For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) has filed a Form 8-K to provide an updated presentation of its 2019 financial statements, reflecting the classification of its investment in BlackRock, Inc. as discontinued operations. This change is effective as of May 15, 2020, following PNC's complete divestiture of its BlackRock holdings. The divestiture included the sale of over 31 million shares of BlackRock common stock and a subsequent repurchase of shares by BlackRock, generating approximately $14.2 billion in cash for PNC. Additionally, PNC donated 500,000 shares to the PNC Foundation. This filing primarily impacts the "Selected Financial Data," "Management’s Discussion and Analysis," and "Financial Statements and Supplementary Data" sections of PNC's 2019 Form 10-K, ensuring these are consistent with the discontinued operations treatment.

Key Highlights

  • 1PNC has reclassified its investment in BlackRock as discontinued operations, effective May 15, 2020.
  • 2PNC completed the sale of over 31.6 million shares of BlackRock common stock.
  • 3BlackRock repurchased approximately 2.65 million shares from PNC.
  • 4PNC received approximately $14.2 billion in cash from the BlackRock sale and repurchase.
  • 5PNC donated 500,000 shares of BlackRock stock to the PNC Foundation.
  • 6PNC has fully divested its ownership stake in BlackRock.
  • 7The filing updates the 2019 Form 10-K to reflect the impact of discontinued operations on key financial sections.

Frequently Asked Questions

PNC is reclassifying its BlackRock investment as discontinued operations because it has completed the sale and divestiture of all its holdings in BlackRock, Inc., effective May 15, 2020. This change requires financial statements to be presented to reflect the discontinued operations.

PNC Financial Services Group received approximately $14.2 billion in cash upon the completion of the secondary offering of BlackRock shares and the subsequent stock repurchase by BlackRock.

PNC Financial Services Group and its affiliates no longer hold any BlackRock common stock, except in a fiduciary capacity for clients. All direct holdings were divested.

This 8-K primarily updates portions of PNC's 2019 Form 10-K, specifically affecting the 'Selected Financial Data,' 'Management’s Discussion and Analysis of Financial Condition and Results of Operations,' and 'Financial Statements and Supplementary Data' sections to reflect the discontinued operations presentation of the BlackRock investment.