May 2020 PNC Secondary Offering and Share Repurchase. On May 15, 2020, a subsidiary of PNC completed the secondary offering of 31,628,573 shares of the Company’s common stock at a price of $420 per share, which included 823,188 shares of common stock issued upon the conversion of the Company’s Series B Convertible Participating Preferred Stock and 2,875,325 shares of common stock under the fully exercised underwriters’ option to purchase additional shares. Also on May 15, 2020, PNC completed the sale of 2,650,857 shares to the Company at a price of $414.96 per share. The shares repurchased by the Company were in addition to the share repurchase authorization under the Company’s existing share repurchase program. The secondary offering and the Company’s share repurchase resulted in PNC’s exit of its entire ownership position in the Company.

Elimination of Preferred Stock. As a result of PNC’s exit of its entire ownership position in the Company, on October 6, 2020, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State for the state of Delaware eliminating each of the Company’s Series A, B and C Convertible Participating Preferred Stock and Series D Participating Preferred Stock (collectively, the “Preferred Stock”). As of October 6, 2020 (the date of filing the Certificate of Elimination), there were no outstanding shares of the Preferred Stock.

PNC Capital Contribution. During 2019, PNC surrendered to BlackRock 143,458 shares of BlackRock Series C Preferred to fund certain long-term incentive plans (“LTIP”) awards and completed its share delivery obligation in connection with its share surrender agreement.

Cash Dividends for Common and Preferred Shares / RSUs. During 2021, 2020 and 2019, the Company paid cash dividends of $16.52 per share (or $2,547 million), $14.52 per share (or $2,260 million) and $13.20 per share (or $2,096 million), respectively.

Share Repurchases. During 2021, the Company repurchased approximately 1.4 million common shares under the Company’s existing share repurchase program for $1.2 billion. At December 31, 2021, there were 3.6 million shares still authorized to be repurchased under the program.

The Company’s common and preferred shares issued and outstanding and related activity consist of the following:

	Shares Issued											Shares Outstanding
	Common Shares		Treasury Common Shares			Series B Preferred			Series C Preferred			Common Shares			Series B Preferred			Series C Preferred
December 31, 2018		171,252,185		(13,698,684	)		823,188			143,458			157,553,501			823,188			143,458
Shares repurchased		—		(4,018,905	)		—			—			(4,018,905	)		—			—
Net issuance of common shares related to employee stock transactions		—		841,184			—			—			841,184			—			—
PNC LTIP capital contribution		—		—			—			(143,458	)		—			—			(143,458	)
December 31, 2019		171,252,185		(16,876,405	)		823,188			—			154,375,780			823,188			—
Shares repurchased		—		(3,445,554	)		—			—			(3,445,554	)		—			—
Net issuance of common shares related to employee stock transactions		—		779,471			—			—			779,471			—			—
Exchange of preferred shares series B for common shares		823,188		—			(823,188	)		—			823,188			(823,188	)		—
December 31, 2020		172,075,373		(19,542,488	)		—			—			152,532,885			—			—
Shares repurchased		—		(1,421,994	)		—			—			(1,421,994	)		—			—
Net issuance of common shares related to employee stock transactions		—		573,600			—			—			573,600			—			—
December 31, 2021		172,075,373		(20,390,882	)		—			—			151,684,491			—			—