The PNC Financial Services Group, Inc.
Announces Agreement to Acquire
Mercantile Bankshares Corporation
October
9, 2006
Exhibit 99.2
1
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, Mercantiles future performance and consequences of its integration into
PNC, and the impact of the transaction on PNCs 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 SECs website at www.sec.gov and on PNCs website at www.pnc.com and on Mercantiles 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
PNCs financial statements will be affected by the timing of the transaction.
The transaction may be substantially more expensive to complete (including the integration of Mercantiles 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 Mercantiles business and operations into PNC, which will include conversion of Mercantiles different systems and
procedures, may take longer than anticipated or
be more costly than anticipated or have unanticipated adverse results relating to
Mercantiles or PNCs existing businesses.
The anticipated benefits to PNC are dependent in part on Mercantiles 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 PNCs and
Mercantiles 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 PNCs or Mercantiles actual or anticipated results.
2
Combination of PNC and Mercantile
Will Create a Mid-Atlantic Powerhouse
Mercantile is a premier franchise that fits well
into PNCs footprint
PNC is accelerating its expansion into one of
the nations most affluent and attractive regions
Meaningful opportunities for value creation by
leveraging PNC and Mercantiles strengths
Transaction consistent with PNCs strategic objectives
3
Mercantile is a Premier Franchise in the
Mid-Atlantic Region
Financial Highlights
Total assets $17 billion
Loans $12 billion
Deposits $12 billion
Net income $144 million
Net interest margin 4.34%
Efficiency ratio 48%
Tangible common equity ratio 9.85%
Nonperforming loans to loans 0.24%
As of or for the
Six Months Ended
June 30, 2006
Leading commercial banking
and wealth management
businesses
Complements PNCs footprint
with 240 branches primarily in
Maryland
High financial performance with
solid growth trends
Strong credit profile
One-of-a-Kind Opportunity
(1)
(1)
Mercantiles efficiency ratio equals noninterest income divided
by sum of net interest income FTE and noninterest income
4
Combination Will Create Mid-Atlantic
Powerhouse
Existing PNC Mid-Atlantic Branch Locations
Existing Mercantile Branch Locations
West Virginia
Virginia
Maryland
Delaware
New Jersey
New York
Pennsylvania
Combined Proforma
Market Share(1)
69% of PNC Proforma Branches Located in the Mid-Atlantic Region
Deposit market share data as of 6/30/05
(1)
Maryland
Branches 198
Deposit market share 2nd
Virginia
Branches 57
Deposit market share 6th
Delaware
Branches 48
Deposit market share 2nd
Washington, DC
Branches 32
Deposit market share 4th
5
Fast Growing and Affluent Region
PNC - 78 county footprint
Mercantile 38 county footprint
Source: SNL DataSource
PNC
MRBK
PNC
MRBK
PNC
MRBK
Median Household
Income
Projected 5-Year Growth
Household
Income
Population
$58,648
$69,363
18.8%
16.9%
2.1%
10.0%
$51,546
17.8%
6.7%
U.S.
U.S.
U.S.
6
PNCs Proven Model to Increase and Deepen
Checking Relationships
PNC Retail Banking
Checking Customer Base
millions
December 31
Small Business
Consumer
Small Business
Small Business debit
card revenue ($ 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)
Provides Opportunities to
Leverage Increased Ownership
in Payments Business
Growth(1)
Growth is for 1H06 vs. 1H05
Reflects growth in users
1H06
(1)
(2)
7
Success in Greater Washington, DC Market
Highlights Scalability of Model
Demonstrating Ease of PNC
Client retention exceeded plan
Leveraging successful
technology platform
Extended hours
Free ATMs
Established Business Banking
team
Improved Monthly Same Store
Sales Production for
PNCs Greater Washington Market
Increase
June 06 vs
June 05
Consumer
Checking relationships +19%
Average deposits +15%
Average home equity loans +15%
Small Business
Checking relationships +29%
Average deposits +22%
Average loans +207%
8
A Comprehensive Integration Plan
Begins Today
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 PNCs world-class technology platform
Developing plans to:
9
Combination Will Result in Significant
Revenue Growth Opportunities
Significant opportunity to leverage PNCs small business
capabilities across Mercantiles banking footprint
Application of PNC Treasury Management, Capital
Markets and other corporate services to Mercantiles
corporate customers
Enhance Mercantiles retail consumer offerings to drive
additional growth such as home equity, credit card
lending and retail payment systems
Mercantiles Wealth Management business will benefit
from having additional scale and product capability
10
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
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.
(1)
11
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
Pricing Consistent with Recent Transactions
Price to
Estimated
Earnings
$5.99 28% 2.62x 3.84x 19.9x 40%
$1.90 25% 2.51x 3.79x 17.0x 31%
$14.37 31% 3.07x 3.73x 18.4x 39%
$7.43 24% 2.50x 4.51x 18.8x 48%
Price /
Tangible
Book Value
Premium to
Core
Deposits
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.
Reflects median of bank and thrift deals announced after 1/1/04 with deal value between $1 and $10 billion, listed in
Appendix.
Source: SNL DataSource. Ratios at date of deal announcement.
Market
Premium
(1)
(2)
Price /
Book Value
Bank and
Thrift Deals
Wachovia/
SouthTrust
SunTrust/
Natl Commerce
Deal Value
($ billions)
(1)
(2)
(3)
(3)
(3)
(3)
PNC /
Mercantile
13
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 Mercantiles 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%
PNC and Mercantile proforma combined $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
2007
2008
Estimated EPS Impact
Excludes estimated one-time costs of $44 million after-tax and is reconciled to GAAP in the Appendix
(1)
(1)
14
Transaction Should Provide Solid Returns to
PNC Shareholders
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 777
Capital for asset expansion (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%
Closing
2007
2008
2009
2010
2011
$ millions
Returns Well in Excess of Share Repurchases and Cost of Equity
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.
Excess Mercantile capital over assumed 5.5% tangible common ratio
(1)
(1)
(1)
15
Summary
Creating powerhouse banking franchise in one
of the nations most attractive regions
Meets PNCs acquisition objectives
Meaningful opportunities for value creation by
leveraging PNC and Mercantiles strengths
16
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 SECs 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.
Additional Information About This
Transaction
17
Appendix
18
Combined Balance Sheet
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%
PNC
Mercantile
Combined
$ billions
Appendix
As of June 30, 2006
Excludes purchase accounting adjustments
19
Combined Income Statement
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%
$ millions
Appendix
For the Six Months Ended June 30, 2006
PNC
Mercantile
Combined
Excludes purchase accounting adjustments
20
One-Time Expenses
$ 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
Appendix
Estimated One-Time Costs to be Expensed During 2007
Total one-time costs of $141 million after tax comprised of $44 million expensed during 2007 and $97 million accrued through
purchase accounting
21
Bank and Thrift Acquisitions
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
Appendix
Bank and Thrift Deals Announced After 1/1/04 with Deal Value Between $1 Billion and $10 Billion
Buyer
Seller
22
Non-GAAP to GAAP
Reconcilement
Appendix
PNC and Mercantile Proforma Combined EPS
PNC projected net income $1,637 $1,793
Mercantile projected net income 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
2007
2008
$ millions
(1)
(1)
(1)
Based on EBIS consensus estimates
23