EX-99.2 7 ex9902.htm
Exhibit 99.2



PNC                                           MERCANTILE BANKSHARES CORPORATION

                     The PNC Financial Services Group, Inc.

        Announces Agreement to Acquire Mercantile Bankshares Corporation

                                October 9, 2006

      







Forward-Looking Information

This presentation contains forward-looking statements regarding our outlook or
expectations with respect to the planned acquisition of Mercantile, the expected
costs to be incurred in connection with the acquisition, Mercantile's future
performance and consequences of its integration into PNC, and the impact of the
transaction on PNC's future performance.

Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. The forward-looking statements in this
presentation speak only as of the date of the presentation, and each of PNC and
Mercantile assumes no duty, and does not undertake, to update them. Actual
results or future events could differ, possibly materially, from those that we
anticipated in these forward-looking statements.

These forward-looking statements are subject to the principal risks and
uncertainties applicable to the respective businesses of PNC and Mercantile
generally that are disclosed in the 2005 Form 10-K and in current year Form
10-Qs and Form 8-Ks of PNC and Mercantile (accessible on the SEC's website at
www.sec.gov and on PNC's website at www.pnc.com and on Mercantile's website at
www.mercantile.com, respectively). In addition, our forward-looking statements
in this presentation are subject to the following risks and uncertainties
related both to the acquisition transaction itself and to the integration of the
acquired business into PNC after closing:

>    Completion of the transaction is dependent on, among other things, receipt
     of regulatory and shareholder approvals, the timing of which cannot be
     predicted with precision at this point and which may not be received at
     all. The impact of the completion of the transaction on PNC's financial
     statements will be affected by the timing of the transaction.

>    The transaction may be substantially more expensive to complete (including
     the integration of Mercantile's businesses) and the anticipated benefits,
     including anticipated cost savings and strategic gains, may be
     significantly harder or take longer to achieve than expected or may not be
     achieved in their entirety as a result of unexpected factors or events.

>    The integration of Mercantile's business and operations into PNC, which
     will include conversion of Mercantile's different systems and procedures,
     may take longer than anticipated or be more costly than anticipated or have
     unanticipated adverse results relating to Mercantile's or PNC's existing
     businesses.

>    The anticipated benefits to PNC are dependent in part on Mercantile's
     business performance in the future, and there can be no assurance as to
     actual future results, which could be impacted by various factors,
     including the risks and uncertainties generally related to PNC's and
     Mercantile's performance or due to factors related to the acquisition of
     Mercantile and the process of integrating it into PNC.

Any annualized, proforma, estimated, third party or consensus numbers in this
presentation are used for illustrative or comparative purposes only and may not
reflect actual results. Any consensus earnings estimates are calculated based on
the earnings projections made by analysts who cover that company. The analysts'
opinions, estimates or forecasts (and therefore the consensus earnings
estimates) are theirs alone, are not those of PNC or its management, and may not
reflect PNC's or Mercantile's actual or anticipated results.

                                       2                                PNC


      






Combination of PNC and Mercantile Will Create a Mid-Atlantic Powerhouse

>    Mercantile is a premier franchise that fits well into PNC's footprint

>    PNC is accelerating its expansion into one of the nation's most affluent
     and attractive regions

>    Meaningful opportunities for value creation by leveraging PNC and
     Mercantile's strengths

             Transaction consistent with PNC's strategic objectives

                                       3                                PNC


      







Mercantile is a Premier Franchise in the Mid-Atlantic Region

One-of-a-Kind Opportunity

>    Leading commercial banking and wealth     Financial Highlights
     management businesses
                                                                                As of or for the
>    Complements PNC's footprint with 240                                       Six Months Ended
     branches primarily in Maryland                                              June 30, 2006
                                                                                 -------------
>    High financial performance with solid
     growth trends                             Total assets                       $17 billion
                                               Loans                              $12 billion
>    Strong credit profile                     Deposits                           $12 billion
                                               Net income                        $144 million
                                               Net interest margin                    4.34%
                                               Efficiency ratio (1)                   48%
                                               Tangible common equity ratio           9.85%
                                               Nonperforming loans to loans           0.24%

                                               (1)  Mercantile's efficiency ratio equals noninterest
                                                    income divided by sum of net interest income FTE
                                                    and noninterest income

                                       4                                PNC


      







Combination Will Create Mid-Atlantic Powerhouse

69% of PNC Proforma Branches Located in the Mid-Atlantic Region

Combined Proforma Market Share (1)
----------------------------------

Maryland
Branches 198 Deposit market share 2(nd)

Virginia
Branches 57 Deposit market share 6(th)

Delaware
Branches 48 Deposit market share 2(nd)

Washington, DC
Branches 32 Deposit market share 4(th)

(1)Deposit market share data as of 6/30/05

                                       5                                PNC


      







Fast Growing and Affluent Region

PNC - 78 county footprint
Mercantile - 38 county footprint
Source: SNL DataSource

                                       6                                PNC


      







PNC's Proven Model to Increase and Deepen Checking Relationships

PNC Retail Banking               ...Provides Opportunities to
Checking Customer Base           Leverage Increased Ownership
                                     in Payments Business

                                                                 1H06    Growth(1)
                                                                 ----    ---------
                                Small Business
                                Small Business debit
                                card revenue ($ millions)        $5.8    +27%
                                Small Business online
                                banking users                    45%     +21%(2)
                                Consumer
                                Consumer debit card
                                revenue ($ millions)             $48.9   +21%
                                Consumer online
                                banking users                    51%     +13%(2)
                                Consumer online
                                bill-pay users                   17%     +83%(2)

                                (1)     Growth is for 1H06 vs. 1H05

                                (2)     Reflects growth in users


                                       7                                PNC

      







Success in Greater Washington, DC Market Highlights Scalability of Model

Demonstrating Ease of PNC

>    Client retention exceeded plan                       Improved Monthly Same Store
                                                            Sales Production for
>    Leveraging successful technology platform          PNCs Greater Washington Market
                                                        ------------------------------
>    Extended hours
                                                                                        Increase
>    Free ATMs                                                                        June '06 vs
                                                                                        June '05
>    Established Business Banking team                                                  --------
                                                        Consumer
                                                        Checking relationships           +19%
                                                        Average deposits                 +15%
                                                        Average home equity loans        +15%
                                                        Small Business
                                                        Checking relationships           +29%
                                                        Average deposits                 +22%
                                                        Average loans                    +207%


                                       8                                PNC



      







A Comprehensive Integration Plan Begins Today

Developing plans to:

>    Leverage experienced integration teams for each company

>    Minimize customer disruption by preserving customer-contact business units
     and limited branch consolidations

>    Roll-out intensive communication plans to customers and employees

>    Leverage PNC's world-class technology platform

                                       9                                PNC



      







Combination Will Result in Significant Revenue Growth Opportunities

>    Significant opportunity to leverage PNC's small business capabilities
     across Mercantile's banking footprint

>    Application of PNC Treasury Management, Capital Markets and other corporate
     services to Mercantile's corporate customers

>    Enhance Mercantile's retail consumer offerings to drive additional growth
     such as home equity, credit card lending and retail payment systems

>    Mercantile's Wealth Management business will benefit from having additional
     scale and product capability

                                       10                               PNC


      







Transaction Summary

Transaction total value  $6 billion (1)
Implied consideration    $47.24 per Mercantile share (1)
Consideration            $2.1 billion in cash and 52.5 million shares
                         of PNC common stock
Board composition        Two additional directors from Mercantile
Due diligence            Completed
Required approvals       Mercantile shareholders and customary
                         regulatory approvals
Termination fee          $225 million
Anticipated closing      First quarter 2007

(1)  Based on PNC closing price of $73.60 on October 6, 2006 and includes cash
     out of options. Implied consideration of $47.24 per Mercantile share
     reflects a fixed exchange ratio of.4184 shares of PNC common stock and
     $16.45 in cash for each Mercantile share.

                                       11                               PNC


      







Transaction is Good for Mercantile Constituents

>    Shareholders

     -    Compelling transaction

>    Customers

     -    PNC does business like Mercantile; similar philosophy and focus
     -    Increase breadth and depth of consumer and commercial product
          offerings
     -    Robust technology leading to even better service

>    Employees

     -    Augments individual career opportunities within a large, diverse and
          growing organization

>    Communities

     -    Like Mercantile, PNC is very community oriented
     -    $25 million commitment to a charitable foundation in Baltimore

                                       12                               PNC

      







Pricing Consistent with Recent Transactions

                                                                     Price /         Price to        Premium to
                     Deal Value      Market          Price /         Tangible        Estimated       Core
                     ($ billions)    Premium         Book Value      Book Value      Earnings        Deposits
                     ------------    -------         ----------      ----------      --------        --------
PNC /
Mercantile (1)       $5.99           28%             2.62x           3.84x           19.9x           40%
Thrift Bank and      $1.90           25%             2.51x           3.79x           17.0x           31%
Deals(2)(3)
Wachovia/
SouthTrust (3)       $14.37          31%             3.07x           3.73x           18.4x           39%
SunTrust/
Nat'l Commerce (3)   $7.43           24%             2.50x           4.51x           18.8x           48%

(1)  Mercantile price reflects market closing price of $36.78 on 10/6/06;
     estimated earnings represent Mercantile 2006 IBES consensus estimates;
     Mercantile book value and tangible book value are as of June 30, 2006.

(2)  Reflects median of bank and thrift deals announced after 1/1/04 with deal
     value between $1 and $10 billion, listed in Appendix.

(3)  Source: SNL DataSource. Ratios at date of deal announcement.

                                       13                               PNC


      







EPS Impact Based on Conservative Financial Assumptions

EPS assumptions          IBES consensus estimates for 2007 and 2008
Cost savings             $108 million - 33% in 2007, 100% in 2008
                         Equals 25% of Mercantile's 2006 annualized expense base
PNC synergies and
cost savings             $27 million
One-time costs           $141 million after-tax
Financing costs          Financing costs on cash consideration and one-time costs
                         at 5.75% pre-tax cost of funds
Targeted capital ratios  Tangible equity to tangible asset 5.5%

                                                Estimated EPS Impact
											     -------------------
                                                    2007      2008
													----       ----
PNC and Mercantile proforma combined (1)            $5.61     $6.42
PNC consensus                                       $5.68     $6.39
PNC GAAP accretion/(dilution)                      ($0.07)    $0.03
PNC cash accretion/(dilution) 					    $0.01 	  $0.11

(1)  Excludes estimated one-time costs of $44 million after-tax and is
     reconciled to GAAP in the Appendix

                                       14                               PNC


      







Transaction Should Provide Solid Returns to PNC Shareholders

Returns Well in Excess of Share Repurchases and Cost of Equity

$ millions                               Closing      2007    2008    2009    2010    2011
----------                               -------      ----    ----    ----    ----    ----
Aggregate offer value                    ($5,992)
After-tax one-time cash costs                         ($141)
Cash flow from income                                   283   $364    $394    $427      $463
Expense savings                                          28     85      85      85        85
Excess Mercantile capital (1)                777
Capital for asset expansion (1)                         (68)   (70)    (75)    (80)      (85)
Terminal value (14x)                                                                   8,164
                                         --------      ----   ----    ----    ----    ------
Incremental cash flow                    ($5,215)      $102   $379    $404    $432    $8,627

----------------------------------------------
Estimated IRR                            14.8%
----------------------------------------------

After-tax one-time cash costs, cash flow from income, expense savings, excess
Mercantile capital and capital for asset expansion are based on PNC management
estimates after completing due diligence and includes estimated purchase
accounting adjustments.

(1)  Excess Mercantile capital over assumed 5.5% tangible common ratio

                                       15                               PNC


      







Summary

>    Creating powerhouse banking franchise in one of the nation's most
     attractive regions

>    Meets PNC's acquisition objectives

>    Meaningful opportunities for value creation by leveraging PNC and
     Mercantile's strengths

                                       16                               PNC


      







Additional Information About This Transaction

The PNC Financial Services Group, Inc. and Mercantile Bankshares Corporation
will be filing a proxy statement/prospectus and other relevant documents
concerning the merger with the United States Securities and Exchange Commission
(the "SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents
free of charge at the SEC's web site (www.sec.gov). In addition, documents filed
with the SEC by The PNC Financial Services Group, Inc. will be available free of
charge from Shareholder Relations at (800) 843-2206. Documents filed with the
SEC by Mercantile Bankshares will be available free of charge from Mercantile
Bankshares Corporation, 2 Hopkins Plaza, P.O. Box 1477, Baltimore, MD 21203,
Attention: Investor Relations.

The directors, executive officers, and certain other members of management and
employees of Mercantile Bankshares are participants in the solicitation of
proxies in favor of the merger from the shareholders of Mercantile Bankshares.
Information about the directors, and executive officers of Mercantile Bankshares
is set forth in the proxy statement for its 2006 annual meeting of stockholders,
which was filed with the SEC on March 29, 2006. Additional information regarding
the interests of such participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when
they become available.

                                       17                               PNC


      







                                    Appendix

                                                                      PNC

      







Combined Balance Sheet                                               Appendix
                                                                     --------

As of June 30, 2006
$ billions                       PNC     Mercantile      Combined
								 -----   ----------      --------
Loans                            $49.9    $11.9           $61.8
Securities                        21.7      3.1            24.8
Total assets                      94.9     17.0           111.9
Noninterest bearing deposits      14.4      3.4            17.8
Total deposits                    63.5     12.4            75.9
Loans to deposits                  80%      98%             82%

Excludes purchase accounting adjustments

                                       19                               PNC

      







Combined Income Statement                                            Appendix
                                                                     --------
For the Six Months Ended June 30, 2006

$ millions                       PNC             Mercantile      Combined
                                 ---             ----------      --------
Revenue
Net interest income - FTE        $1,125            $323            $1,448
Noninterest income                2,415             125             2,540
                                  -----             ---             -----
   Total revenue                 $3,540            $448            $3,988
Provision for credit losses         $66              $0               $66
Net income                         $735            $144              $879
Net interest margin               2.93%           4.34%             3.16%

Excludes purchase accounting adjustments

                                       20                               PNC

      







One-Time Expenses                                                     Appendix
                                                                      --------
Estimated One-Time Costs to be Expensed During 2007

$ millions

Customer communications                         $13
Signage                                          12
Technology / contract termination / buyouts      11
Training                                          9
Personnel / retention                             8
State taxes                                       7
Travel / other                                   12
                                                ---
Total pretax charges                            $71
                                                ===
After-tax expense                               $44
                                                ===

Total one-time costs of $141 million after tax comprised of $44 million expensed
during 2007 and $97 million accrued through purchase accounting

                                       21                               PNC


      







Bank and Thrift Acquisitions                                             Appendix
                                                                         --------
Bank and Thrift Deals Announced After 1/1/04 with Deal Value Between $1 Billion and $10 Billion

Buyer                            Seller
-----                            ------
National City                    Fidelity BankShares Inc.
National City                    Harbor Florida Bankshares Inc.
Citizens Banking Corp.           Republic Bancorp Inc.
Banco Bilboa Vizcaya Argent SA   Texas Regional Bancshares Inc.
Sovereign Bancorp Inc.           Independence Community Bank
Wachovia Corp.                   Westcorp
TD Banknorth                     Hudson United Bancorp
Zions Bancorp                    Amegy Bancorp Inc.
BNP Paribus Group                Commercial Federal Corp.
Capital One Financial            Hibernia Corp.
TD Banknorth Financial           Banknorth Group Inc.
Fifth Third Bancorp              First National Bankshares of FL
SunTrust Banks Inc.              National Commerce Financial Corp.
BNP Paribus Group                Community First Bankshares
National City Corp.              Provident Financial Group Inc.
North Fork Bancorp               GreenPoint Financial Corp.
Sovereign Bancorp Inc.           Seacoast Financial Services

                                       22                               PNC

      







Non-GAAP to GAAP
Reconcilement

PNC and Mercantile Proforma Combined EPS


$ millions                                               2007            2008
                                                         ----            ----
--------------------------------------------------------------------------------
PNC projected net income (1)                            $1,637          $1,793
--------------------------------------------------------------------------------
Mercantile projected net income (1)                        279             360
                                                        ------          ------
Proforma combined net income                             1,916           2,153
Adjustments (after-tax)
   Synergies                                                28              85
   Purchase accounting adjustments                          14               7
   Other                                                   (95)           (119)
                                                        ------          ------
      Net adjustments                                      (53)            (27)
                                                        ------          ------
--------------------------------------------------------------------------------
Adjusted proforma combined net income                   $1,863          $2,126
--------------------------------------------------------------------------------
One-time expenses                                           44
                                                        ------
Adjusted proforma net income w/ one-time expenses       $1,819
PNC shares outstanding (millions)                        288.2           280.6
Proforma shares outstanding (millions)                   331.9           330.9
--------------------------------------------------------------------------------
PNC projected EPS                                        $5.68           $6.39
Proforma combined EPS (excluding one-time expenses)       5.61            6.42
                                                        ------          ------
Accretion/(dilution)                                    ($0.07)          $0.03
--------------------------------------------------------------------------------
(1) Based on EBIS consensus estimates

                                       23                               PNC