What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with key financial information regarding PNC's acquisition of BBVA USA Bancshares, Inc. This includes the audited financial statements of BBVA USA Holdco and pro forma combined financial statements to give investors a hypothetical view of the combined entity's financial position.

Are the pro forma financial statements presented in this report the actual results of the combined company?

No, the unaudited pro forma condensed combined financial statements are presented for informational purposes only. They do not represent the actual results of operations that PNC and BBVA USA Holdco would have achieved had the businesses been combined during the periods presented, nor are they projections of future results.

Does this filing update PNC's overall financial performance for 2020?

No, this report does not modify or update PNC's consolidated financial statements for the year ended December 31, 2020, which were previously filed in PNC's Annual Report on Form 10-K. It focuses specifically on disclosures related to the BBVA USA acquisition.

What are some of the risks associated with this acquisition mentioned in the filing?

The filing highlights risks such as BBVA USA not performing as projected, the anticipated benefits (including cost savings) being harder or taking longer to achieve, potential difficulties in integrating the two businesses, and the uncertainty of closing conditions and transaction timing.

PNC 8-K SEC Disclosure — Apr 20, 2021

Summary

PNC Financial Services Group, Inc. (PNC) filed a Current Report (8-K) on April 20, 2021, to provide important financial disclosures related to its previously announced acquisition of BBVA USA Bancshares, Inc. (BBVA USA). This filing includes the audited consolidated financial statements for BBVA USA Holdco for the years ending December 31, 2020 and 2019, and for the three preceding years. Additionally, it presents unaudited pro forma condensed combined financial statements, offering a hypothetical view of PNC's financial position and performance as if the acquisition had been completed on January 1, 2020, and December 31, 2020, respectively. Investors should note that these pro forma statements are for informational purposes and do not represent actual historical results or future projections for the combined entity. The filing also includes the consent of BBVA USA Holdco's independent registered public accounting firm, KPMG LLP. PNC emphasizes that this report does not update its previously filed 2020 Form 10-K and includes a cautionary statement regarding forward-looking statements, highlighting potential risks and uncertainties associated with the acquisition and integration process.

Key Highlights

1PNC is providing audited financial statements of BBVA USA Holdco as of December 31, 2020 and 2019, and for the three years then ended, to support its acquisition of BBVA USA.
2Unaudited pro forma condensed combined financial statements are included to illustrate the potential financial impact of the acquisition on PNC's income and balance sheet, as if the transaction had occurred on specific dates.
3The pro forma financial information is presented for informational purposes only and is not intended to represent actual or future financial performance of the combined entities.
4The filing includes the consent of KPMG LLP, the independent registered public accounting firm for BBVA USA Holdco.
5PNC clarifies that this report does not modify or update its previously filed consolidated financial statements for the year ended December 31, 2020.
6The report contains a cautionary statement regarding forward-looking statements, detailing inherent risks and uncertainties related to the acquisition and integration of BBVA USA.
7Potential challenges in achieving anticipated benefits, such as cost savings, and difficulties in integration are acknowledged.

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Corporate Update (Apr 20, 2021)

Summary

Key Highlights

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