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. 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:
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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Income from continuing operations | | $ | 175,200 | | | $ | 152,680 | |
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Merger, integration and restructuring expense | | | 4,542 | | | | 4,577 | |
Tax effect | | | (1,590 | ) | | | (1,602 | ) |
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After-tax non-operating items | | | 2,952 | | | | 2,975 | |
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Core operating earnings | | $ | 178,152 | | | $ | 155,655 | |
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| | 2004
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| | 4th qtr
| | | 3rd qtr
| | | 2nd qtr
| | 1st qtr
| | | 4th qtr
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Income from continuing operations | | $ | 48,899 | | | $ | 46,148 | | | $ | 40,201 | | $ | 39,952 | | | $ | 39,585 | |
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Merger, integration and restructuring expense | | | 365 | | | | 3,831 | | | | — | | | 346 | | | | 1,091 | |
Tax effect | | | (128 | ) | | | (1,341 | ) | | | — | | | (121 | ) | | | (382 | ) |
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After-tax non-operating items | | | 237 | | | | 2,490 | | | | — | | | 225 | | | | 709 | |
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Core operating earnings | | $ | 49,136 | | | $ | 48,638 | | | $ | 40,201 | | $ | 40,177 | | | $ | 40,294 | |
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Merger, integration and restructuring expense in 2004 reflect charges associated with the acquisition of Second Bancorp, Inc. and Prospect Bancshares and the sale of Sky Financial Solutions, Inc.
Merger, integration and restructuring expense in 2003 reflect the impact of charges for the acquisition of GLB Bancorp, Inc. and Metropolitan Financial Corporation.
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 expense and amortization expense are deducted from non-interest expense in the numerator and non-operating income is deducted from non-interest income in the denominator of the cash operating efficiency ratio disclosed in the tables. The comparable information on a GAAP basis is also provided in the tables.
Cash operating earnings
The following reconciles core operating earnings to cash operating earnings for each of the periods presented in the tables:
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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Core operating earnings | | $ | 178,152 | | | $ | 155,655 | |
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Amortization of core deposits and other intangible assets | | | 10,979 | | | | 6,896 | |
Tax effect | | | (3,843 | ) | | | (2,414 | ) |
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After-tax non-operating items | | | 7,136 | | | | 4,482 | |
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Cash operating earnings | | $ | 185,288 | | | $ | 160,137 | |
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| | 2004
| | | 2003
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| | 4th qtr
| | | 3rd qtr
| | | 2nd qtr
| | | 1st qtr
| | | 4th qtr
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Core operating earnings | | $ | 49,136 | | | $ | 48,638 | | | $ | 40,201 | | | $ | 40,177 | | | $ | 40,294 | |
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Amortization of core deposits and other intangible assets | | | 3,576 | | | | 3,553 | | | | 1,943 | | | | 1,907 | | | | 1,903 | |
Tax effect | | | (1,252 | ) | | | (1,244 | ) | | | (680 | ) | | | (667 | ) | | | (666 | ) |
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After-tax non-operating items | | | 2,324 | | | | 2,309 | | | | 1,263 | | | | 1,240 | | | | 1,237 | |
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Cash operating earnings | | $ | 51,460 | | | $ | 50,947 | | | $ | 41,464 | | | $ | 41,417 | | | $ | 41,531 | |
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Cash operating earnings is used as the numerator to calculate the cash operating return on average tangible equity and the cash operating return on average tangible assets. The denominator of each ratio is adjusted to deduct the average balance of intangible assets during the period. Additionally, amortization of core deposits and other intangible assets and merger, integration and restructuring expenses are deducted from non-interest expense in the numerator of the cash operating efficiency ratio disclosed 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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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Return on average equity | | 15.75 | % | | 17.23 | % |
Return on average assets | | 1.43 | % | | 1.29 | % |
The efficiency ratio calculated on a GAAP basis for each of the periods in the investor presentation is as follows:
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| | 4th qtr
| | 3rd qtr
| | 2nd qtr
| | 1st qtr
| | 4th qtr
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Efficiency ratio | | 53.53 | | 55.57 | | 53.75 | | 53.75 | | 52.59 |
The following table reconciles average GAAP equity to average tangible equity for the twelve months ended December 31, 2004 and 2003, as well as for each of the period ends presented in the tables.
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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Average GAAP equity | | $ | 1,234,067 | | | $ | 908,794 | |
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Goodwill | | | 322,487 | | | | 147,370 | |
Core deposits and other intangibles | | | 62,194 | | | | 50,375 | |
Deferred taxes | | | (21,768 | ) | | | (17,631 | ) |
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| | | 362,913 | | | | 180,114 | |
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Average tangible equity | | $ | 871,154 | | | $ | 728,680 | |
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| | 2004
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| | 4th qtr
| | | 3rd qtr
| | | 2nd qtr
| | | 1st qtr
| | | 4th qtr
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Average GAAP equity | | $ | 1,448,075 | | | $ | 1,390,013 | | | $ | 1,060,518 | | | $ | 1,033,599 | | | $ | 978,324 | |
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Goodwill | | | 454,488 | | | | 440,734 | | | | 198,414 | | | | 193,561 | | | | 174,660 | |
Core deposits and other intangibles | | | 73,037 | | | | 75,939 | | | | 49,056 | | | | 50,474 | | | | 54,176 | |
Deferred taxes | | | (25,563 | ) | | | (26,579 | ) | | | (17,170 | ) | | | (17,666 | ) | | | (18,962 | ) |
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| | | 501,962 | | | | 490,094 | | | | 230,300 | | | | 226,369 | | | | 209,874 | |
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Average tangible equity | | $ | 946,113 | | | $ | 899,919 | | | $ | 830,218 | | | $ | 807,230 | | | $ | 768,450 | |
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The following table reconciles average GAAP assets to average tangible assets for the twelve months ended December 31, 2004 and 2003, as well as for each of the period ends presented in the tables.
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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Average GAAP assets (excluding discontinued operations) | | $ | 13,360,556 | | | $ | 11,429,271 | |
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Goodwill | | | 322,487 | | | | 147,370 | |
Core deposits and other intangibles | | | 62,194 | | | | 50,375 | |
Deferred taxes | | | (21,768 | ) | | | (17,631 | ) |
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| | | 362,913 | | | | 180,114 | |
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Average tangible assets | | $ | 12,997,643 | | | $ | 11,249,157 | |
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| | 2004
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| | 4th qtr
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| | | 2nd qtr
| | | 1st qtr
| | | 4th qtr
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Average GAAP assets (excluding discontinued operations) | | $ | 14,751,651 | | | $ | 14,523,149 | | | $ | 12,114,421 | | | $ | 12,024,936 | | | $ | 11,970,664 | |
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Goodwill | | | 454,488 | | | | 440,734 | | | | 198,414 | | | | 193,561 | | | | 174,660 | |
Core deposits and other intangibles | | | 73,037 | | | | 75,939 | | | | 49,056 | | | | 50,474 | | | | 54,176 | |
Deferred taxes | | | (25,563 | ) | | | (26,579 | ) | | | (17,170 | ) | | | (17,666 | ) | | | (18,962 | ) |
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| | | 501,962 | | | | 490,094 | | | | 230,300 | | | | 226,369 | | | | 209,874 | |
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Average tangible assets | | $ | 14,249,689 | | | $ | 14,033,055 | | | $ | 11,884,121 | | | $ | 11,798,567 | | | $ | 11,760,790 | |
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The following table reconciles GAAP earnings per share to core operating earnings per share and cash operating earnings per share:
Basic EPS
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| | For the Years Ended December 31,
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| | 2004
| | | 2003
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Net income | | $ | 1.95 | | | $ | 1.75 | |
After-tax earnings from discontinued operations | | | (0.19 | ) | | | (0.04 | ) |
After-tax merger, integration and restructuring | | | 0.03 | | | | 0.03 | |
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Core operating earnings | | | 1.79 | | | | 1.74 | |
After-tax amortization of core deposits and other intangible assets | | | 0.07 | | | | 0.05 | |
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Cash operating earnings | | $ | 1.86 | | | $ | 1.79 | |
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| | 2004
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| | 4th qtr
| | 3rd qtr
| | 2nd qtr
| | 1st qtr
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Net income | | $ | 0.47 | | $ | 0.44 | | $ | 0.43 | | $ | 0.63 | | | $ | 0.45 | |
After-tax earnings from discontinued operations | | | — | | | — | | | — | | | (0.20 | ) | | | (0.02 | ) |
After-tax merger, integration and restructuring | | | — | | | 0.02 | | | — | | | — | | | | — | |
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Core operating earnings | | | 0.46 | | | 0.46 | | | 0.43 | | | 0.43 | | | | 0.43 | |
After-tax amortization of core deposits and other intangible assets | | | 0.02 | | | 0.02 | | | 0.01 | | | 0.01 | | | | 0.01 | |
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Cash operating earnings | | $ | 0.49 | | $ | 0.48 | | $ | 0.44 | | $ | 0.44 | | | $ | 0.45 | |
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Diluted EPS
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| | For the Years Ended December 31,
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| | 2004
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Net income | | $ | 1.93 | | | $ | 1.73 | |
After-tax earnings from discontinued operations | | | (0.19 | ) | | | (0.04 | ) |
After-tax merger, integration and restructuring | | | 0.03 | | | | 0.03 | |
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Core operating earnings | | | 1.77 | | | | 1.72 | |
After-tax amortization of core deposits and other intangible assets | | | 0.07 | | | | 0.05 | |
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Cash operating earnings | | $ | 1.84 | | | $ | 1.77 | |
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| | 2004
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| | 4th qtr
| | 3rd qtr
| | 2nd qtr
| | 1st qtr
| | | 4th qtr
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Net income | | $ | 0.46 | | $ | 0.43 | | $ | 0.43 | | $ | 0.62 | | | $ | 0.45 | |
After-tax earnings from discontinued operations | | | — | | | — | | | — | | | (0.20 | ) | | | (0.02 | ) |
After-tax merger, integration and restructuring | | | — | | | 0.02 | | | — | | | 0.01 | | | | — | |
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Core operating earnings | | | 0.46 | | | 0.45 | | | 0.43 | | | 0.43 | | | | 0.43 | |
After-tax amortization of core deposits and other intangible assets | | | 0.02 | | | 0.02 | | | 0.01 | | | 0.01 | | | | 0.01 | |
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Cash operating earnings | | $ | 0.48 | | $ | 0.47 | | $ | 0.44 | | $ | 0.44 | | | $ | 0.45 | |
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