Exhibit 99.2
SKY FINANCIAL GROUP, INC.
*NON-GAAP DISCLOSURE RECONCILIATIONS
(Dollars in thousands)
Core operating earnings are net income adjusted to exclude discontinued operations, merger, integration and restructuring expenses and the results of certain significant transactions or events not representative of ongoing operations ("non-operating items"). Cash operating earnings are core operating earnings adjusted to exclude the after-tax effect of amortizing core deposits and other intangibles. Management believes that both core operating earnings and cash operating earnings assist the investor in understanding the impact of non-operating items and amortization of intangibles on reported results.
Core operating earnings
The following reconciles GAAP income from continuing operations to core operating earnings for each of the periods presented in the tables below:
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| | Nine months ended September 30,
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| | 2004
| | | 2003
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Income from continuing operations | | $ | 126,301 | | | $ | 113,094 | |
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Merger, integration and restructuring expense | | | 4,177 | | | | 3,486 | |
Non-operating gains | | | — | | | | — | |
Tax effect | | | (1,462 | ) | | | (1,220 | ) |
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After-tax non-operating items | | | 2,715 | | | | 2,266 | |
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Core operating earnings | | $ | 129,016 | | | $ | 115,360 | |
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| | 2004
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| | 3rd qtr
| | | 2nd qtr
| | 1st qtr
| | | 4th qtr
| | | 3rd qtr
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Income from continuing operations | | $ | 46,148 | | | $ | 40,201 | | $ | 39,952 | | | $ | 39,585 | | | $ | 40,439 |
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Merger, integration and restructuring expense | | | 3,831 | | | | — | | | 346 | | | | 1,091 | | | | — |
Non-operating gains | | | — | | | | — | | | — | | | | (934 | ) | | | — |
Tax effect | | | (1,341 | ) | | | — | | | (121 | ) | | | (55 | ) | | | — |
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After-tax non-operating items | | | 2,490 | | | | — | | | 225 | | | | 102 | | | | — |
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Core operating earnings | | $ | 48,638 | | | $ | 40,201 | | $ | 40,177 | | | $ | 39,687 | | | $ | 40,439 |
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Merger, integration and restructuring expense in 2004 reflect charges associated with the acquisition of Second Bancorp, Inc. and the sale of Sky Financial Solutions, Inc. in the third and first quarters, respectively.
Merger, integration and restructuring expense in 2003 reflect the impact of charges for the acquisition GLB Bancorp, Inc. in the fourth quarter. The non- operating gain recognized in the fourth quarter of 2003 relates to a gain on the sale of a building.
Core operating earnings is used as the numerator to calculate core operating return on average assets, core operating return on average equity and core operating earnings per share. Additionally, non-operating items are deducted from non-interest expense in the numerator and non-interest income in the denominator of the core operating efficiency ratio disclosed in the tables. The comparable information on a GAAP basis is also provided in the tables.
Return on average assets and return on average equity calculated on a GAAP basis for each of the periods in the investor presentation is as follows:
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| | Three months ended September 30,
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| | 2004
| | | 2003
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Return on average equity | | 13.21 | % | | 18.00 | % |
Return on average assets | | 1.26 | % | | 1.31 | % |
The efficiency ratio calculated on a GAAP basis for each of the periods in the investor presentation is as follows:
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| | Three months ended September 30,
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| | 2004
| | 2003
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Efficiency ratio | | 55.57 | | 53.95 |
The following table reconciles average GAAP equity to average tangible equity for the nine months ended September 30, 2004 and 2003, as well as for each of the period ends presented in the tables.
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| | September 30,
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| | 2004
| | | 2003
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Average GAAP equity | | $ | 1,162,211 | | | $ | 885,362 | |
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Goodwill | | | 439,409 | | | | 162,222 | |
Core deposits and other intangibles | | | 74,976 | | | | 54,619 | |
Deferred taxes | | | (26,242 | ) | | | (19,117 | ) |
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| | | 488,143 | | | | 197,724 | |
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Average tangible equity | | $ | 674,068 | | | $ | 687,638 | |
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| | 2004
| | | 2003
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| | 3rd qtr
| | | 2nd qtr
| | | 1st qtr
| | | 4th qtr
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Average GAAP equity | | $ | 1,390,013 | | | $ | 1,060,518 | | | $ | 1,033,599 | | | $ | 978,324 | | | $ | 916,309 | |
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Goodwill | | | 436,148 | | | | 198,414 | | | | 193,561 | | | | 174,660 | | | | 162,568 | |
Core deposits and other intangibles | | | 75,939 | | | | 49,056 | | | | 50,474 | | | | 54,176 | | | | 53,626 | |
Deferred taxes | | | (26,579 | ) | | | (17,170 | ) | | | (17,666 | ) | | | (18,962 | ) | | | (18,769 | ) |
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| | | 485,508 | | | | 230,300 | | | | 226,369 | | | | 209,874 | | | | 197,425 | |
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Average tangible equity | | $ | 904,505 | | | $ | 830,218 | | | $ | 807,230 | | | $ | 768,450 | | | $ | 718,884 | |
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The following table reconciles average GAAP assets to average tangible assets for the nine months ended September 30, 2004 and 2003, as well as for each of the period ends presented in the tables.
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| | September 30,
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| | 2004
| | | 2003
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Average GAAP assets | | $ | 13,180,681 | | | $ | 11,950,564 | |
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Goodwill | | | 439,409 | | | | 162,222 | |
Core deposits and other intangibles | | | 74,976 | | | | 54,619 | |
Deferred taxes | | | (26,242 | ) | | | (19,117 | ) |
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| | | 488,143 | | | | 197,724 | |
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Average tangible assets | | $ | 12,692,538 | | | $ | 11,752,840 | |
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| | 2004
| | | 2003
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| | 3rd qtr
| | | 2nd qtr
| | | 1st qtr
| | | 4th qtr
| | | 3rd qtr
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Average GAAP assets | | $ | 14,523,149 | | | $ | 12,114,421 | | | $ | 12,889,715 | | | $ | 12,808,243 | | | $ | 12,626,082 | |
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Goodwill | | | 436,148 | | | | 198,414 | | | | 193,561 | | | | 174,660 | | | | 162,568 | |
Core deposits and other intangibles | | | 75,939 | | | | 49,056 | | | | 50,474 | | | | 54,176 | | | | 53,626 | |
Deferred taxes | | | (26,579 | ) | | | (17,170 | ) | | | (17,666 | ) | | | (18,962 | ) | | | (18,769 | ) |
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| | | 485,508 | | | | 230,300 | | | | 226,369 | | | | 209,874 | | | | 197,425 | |
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Average tangible assets | | $ | 14,037,641 | | | $ | 11,884,121 | | | $ | 12,663,346 | | | $ | 12,598,369 | | | $ | 12,428,657 | |
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The following table reconciles GAAP earnings per share to core operating earnings per share and cash operating earnings per
share:
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Basic EPS
| | September 30,
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| 2004
| | | 2003
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Net income | | $ | 1.49 | | | $ | 1.31 | |
After-tax earnings from discontinued operations | | | (0.19 | ) | | | (0.02 | ) |
After-tax merger, integration and restructuring | | | 0.03 | | | | 0.03 | |
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Core operating earnings | | | 1.33 | | | | 1.31 | |
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| | 2004
| | | 2003
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| | 3rd qtr
| | 2nd qtr
| | 1st qtr
| | | 4th qtr
| | | 3rd qtr
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Net income | | $ | 0.44 | | $ | 0.43 | | $ | 0.63 | | | $ | 0.45 | | | $ | 0.46 | |
After-tax earnings from discontinued operations | | | — | | | — | | | (0.20 | ) | | | (0.02 | ) | | | (0.01 | ) |
After-tax merger, integration and restructuring | | | 0.02 | | | — | | | — | | | | — | | | | — | |
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Core operating earnings | | | 0.46 | | | 0.43 | | | 0.43 | | | | 0.43 | | | | 0.45 | |
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Diluted EPS
| | September 30,
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| 2004
| | | 2003
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Net income | | $ | 1.47 | | | $ | 1.29 | |
After-tax earnings from discontinued operations | | | (0.19 | ) | | | (0.02 | ) |
After-tax merger, integration and restructuring | | | 0.03 | | | | 0.03 | |
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Core operating earnings | | | 1.31 | | | | 1.29 | |
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| | 2004
| | | 2003
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| | 3rd qtr
| | 2nd qtr
| | 1st qtr
| | | 4th qtr
| | | 3rd qtr
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Net income | | $ | 0.43 | | $ | 0.43 | | $ | 0.62 | | | $ | 0.45 | | | $ | 0.46 | |
After-tax earnings from discontinued operations | | | — | | | — | | | (0.20 | ) | | | (0.02 | ) | | | (0.02 | ) |
After-tax merger, integration and restructuring | | | 0.03 | | | — | | | 0.01 | | | | — | | | | — | |
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Core operating earnings | | | 0.46 | | | 0.43 | | | 0.43 | | | | 0.43 | | | | 0.44 | |