This excerpt taken from the PNC 8-K filed Jan 24, 2007.
Item 7.01 Regulation FD Disclosure.
Audited financial statements for Mercantile Bankshares Corporation included in Mercantiles 2005 Annual Report on Form 10-K are attached hereto as Exhibit 99.1. The information attached as Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed or furnished pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document.
This excerpt taken from the PNC 8-K filed Aug 16, 2006.
Item 7.01 Regulation FD Disclosure.
As previously reported, on February 15, 2006, The PNC Financial Services Group, Inc. (PNC) announced that its majority-owned subsidiary, BlackRock, Inc. (BlackRock), and Merrill Lynch had entered into a definitive agreement pursuant to which Merrill Lynch will contribute its investment management business (MLIM) to BlackRock in exchange for newly issued BlackRock common and preferred stock. Upon the closing of this transaction, which is expected to occur around September 30, 2006, Merrill Lynch would own 65 million equity shares, or approximately 49%, of the combined company. At closing, PNC expects to continue to own approximately 44 million shares of BlackRock common stock, representing an ownership interest of approximately 34% of the larger company. PNC would deconsolidated BlackRock from its consolidated financial statements as required under generally accepted accounting principles and account for its investment in BlackRock under the equity method.
PNC is furnishing this Current Report on Form 8-K (Report) to present, for informational purposes only, historical financial information adjusted as if (1) the anticipated deconsolidation of BlackRock from PNCs consolidated financial statements had occurred January 1, 2003, and (2) PNCs investment in BlackRock had been accounted for under the equity method subsequent to that date. The adjusted historical financial information included in this Report does not reflect any pro forma adjustments related to the pending BlackRock/MLIM transaction.
BlackRock investment revenue included in this adjusted historical presentation represents the equivalent of the historically consolidated earnings of BlackRock, net of minority interest and certain costs related to PNCs funding obligation for BlackRocks 2002 long-term retention and incentive plan (LTIP). These LTIP costs historically have been reported in noninterest expense in the Consolidated Income Statement and in Other for business segment reporting purposes. Additional information about the LTIP is included in PNCs Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
Schedules that disclose this adjusted historical financial information are included in this Report as Exhibit 99.1 and are furnished herewith for the following periods:
The information included in this Report does not in any way restate or revise PNCs net income in any previously reported consolidated financial statements. Certain amounts in this Report have been reclassified to conform with the presentation reflected in PNCs second quarter 2006 earnings press release materials included with the two PNC Current Reports on Form 8-K filed July 19, 2006 and in PNCs Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. Those reports include additional information regarding BlackRock balance sheet amounts and assets under management which would be deconsolidated by PNC.
PNC intends to provide additional information regarding the financial statement impact of the BlackRock/MLIM transaction after it becomes available.