Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENTS OF INCOME
HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL
GROUP, INC.
The following Unaudited Pro Forma Condensed Combined Consolidated Statements of Income for the nine months ended September 30, 2007 and year ended December 31, 2006, combine the historical consolidated statements of income of Huntington Bancshares Incorporated and its subsidiaries (Huntington) and Sky Financial Group, Inc. and its subsidiaries (Sky Financial), giving effect to the merger as if the merger had become effective at January 1, 2006 as an acquisition by Huntington of Sky Financial using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.
The Unaudited Pro Forma Condensed Combined Consolidated Financial Statements included herein are presented for informational purposes only. This information includes various estimates and may not necessarily be indicative of the results of operations that would have occurred if the merger had been consummated on that date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined consolidated statements of income and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical financial statements and related notes thereto of Huntington and its subsidiaries and Sky Financial and its subsidiaries, such information and notes thereto incorporated by reference herein.
The historical consolidated statements of income for the nine months ended September 30, 2007 and year ended December 31, 2006, of Huntington and its subsidiaries and Sky Financial and its subsidiaries include a number of items that impacted the respective results for each company, including:
For the nine months ended September 30, 2007:
    Huntington reported increased non-interest expense items because of costs incurred as part of the merger integration activities, most notably retention bonuses, outside programming services related to systems conversions, occupancy expenses, and marketing related to customer retention initiatives. These net merger costs were $40.7 million during the nine months ended September 30, 2007.
 
    Huntington also reported net market related losses of $32.1 million during the nine months ended September 30, 2007. Net market related losses include the impact of mortgage servicing rights and related hedging activity, gains and losses

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      from equity investing, net securities gains and losses, and the impact from the extinguishment of debt.
    In anticipation of the merger, Sky Financial sold certain investment securities during the second quarter of 2007, resulting in a realized loss of $72.4 million.
For the year ended December 31, 2006:
    Huntington recorded an $84.5 million reduction to federal income tax provision. As a result of the resolution of a federal income tax audit for the tax years 2002 and 2003, Huntington released previously established tax reserves and recognized a federal tax loss carryback.
 
    Huntington utilized the excess capital resulting from the reduction to the federal income tax provision to restructure certain under-performing components of its balance sheet. Management’s actions included the review of $2.1 billion of securities for potential sale, the refinancing of a portion of its FHLB funding, and the sale of certain residential mortgage loans. Huntington recorded $73.3 million of securities losses, $4.4 million of losses on the early extinguishment of debt (recorded in other non-interest expense) and $0.9 million of losses on the sale of mortgage loans (recorded in mortgage banking income).
 
    Huntington’s merger with Unizan Financial Corp. (Unizan) was completed on March 1, 2006. At the time of the acquisition, Unizan had assets of $2.5 billion, including $1.6 billion of loans and core deposits of $1.5 billion. Unizan results were only in the consolidated results for 10 months of 2006.
 
    Sky Financial restructured its balance sheet to strengthen its capital ratios, maintain a sound interest rate risk position, and enhance the net interest margin following its acquisitions of Union Federal Bank and Perpetual Savings Bank by selling approximately $0.5 billion of securities and using the proceeds to pay down certain FHLB advances and other borrowings. This balance sheet restructuring resulted in $19.4 million of securities losses and $4.2 million of gains in other income in the fourth quarter of 2006.
 
    On October 17, 2006, Sky Financial completed its acquisition of Union Federal Bank of Indianapolis (Union Federal) and its parent company, Waterfield Mortgage Company, Inc., Ft. Wayne, Indiana. Sky Financial purchased Waterfield’s retail and commercial banking business conducted primarily through Union Federal Bank, which added approximately $2.3 billion in assets. Union Federal results were only included in the 2006 consolidated results for 2.5 months.

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We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

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HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL GROUP, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income
For the nine months ended September 30, 2007

(in thousands except number of shares)
                                 
    Huntington     Sky     Pro Forma     Pro Forma  
    Historical(1)     Historical(2)     Adjustments     Combined  
Interest income:
                               
Interest and fee income on loans (See Note 2)
  $ 1,678,977     $ 490,540     $ 22,038     $ 2,191,555  
Interest and fee income on securities (See Note 2)
    184,672       73,376       5,475       263,523  
Other interest income
    64,916       2,682             67,598  
                   
Total interest income
    1,928,565       566,598       27,513       2,522,676  
 
                               
Interest expense:
                               
Interest expense on deposits (See Note 2)
    715,321       212,613             927,934  
Interest expense on borrowings (See Note 2)
    294,666       64,152       7,387       366,205  
                   
Total interest expense
    1,009,987       276,765       7,387       1,294,139  
                   
Net interest income
    918,578       289,833       20,126       1,228,537  
Provision for credit losses
    131,546       39,524             171,070  
                   
Net interest income after provision for credit losses
    787,032       250,309       20,126       1,057,467  
                   
Service charges on deposit accounts
    172,917       43,639             216,556  
Trust services
    86,220       14,017             100,237  
Brokerage and insurance income
    62,087       34,609             96,696  
Other service charges and fees
    49,176       11,600             60,776  
Bank owned life insurance income
    36,602       3,613             40,215  
Mortgage banking income
    26,102       12,697             38,799  
Securities losses
    (18,187 )     (71,818 )           (90,005 )
Other income
    91,127       23,263             114,390  
                   
Total non-interest income
    506,044       71,620             577,664  
                   
Personnel costs
    471,978       147,928             619,906  
Outside data processing and other services
    88,115       24,524             112,639  
Net occupancy
    72,659       19,427             92,086  
Equipment
    58,666       9,597             68,263  
Marketing
    29,868       8,722             38,590  
Professional services
    25,856       6,914             32,770  
Telecommunications
    15,989       4,448             20,437  
Printing and supplies
    11,657       2,747             14,404  
Amortization of intangibles (See Note 2)
    24,988       9,015       30,049       64,052  
Other expense
    72,516       38,761             111,277  
                   
Total non-interest expense
    872,292       272,083       30,049       1,174,424  
                   
Income from continuing operations before income taxes
    420,784       49,846       (9,923 )     460,707  
Provision for income taxes
    106,338       16,322       (3,473 )     119,187  
                   
Earnings from continuing operations
  $ 314,446     $ 33,524     $ (6,450 )   $ 341,520  
                   
 
                               
Average common shares — basic
    279,171       117,522               365,597  
Average common shares — diluted
    282,014       118,463               368,440  
 
                               
Per common share
                               
Net income — basic
  $ 1.13     $ 0.29             $ 0.93  
Net income — diluted
  $ 1.12     $ 0.28             $ 0.93  
(1)   Huntington Historical amounts are for the nine-months ended September 30, 2007, and include Sky Financial’s results of operations since July 1, 2007.
 
(2)  Sky Historical amounts are for the six-months ended June 30, 2007.

 


 

HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL GROUP, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income
For the Year ended December 31, 2006

(in thousands except number of shares)
                                 
    Huntington     Sky     Pro Forma     Pro Forma  
    Historical     Historical     Adjustments     Combined  
Interest income:
                               
Interest and fee income on loans (See Note 2)
  $ 1,777,599     $ 860,699     $ 44,076     $ 2,682,374  
Interest and fee income on securities (See Note 2)
    255,195       151,451       10,950       417,596  
Other interest income
    37,725       1,341             39,066  
                   
Total interest income
    2,070,519       1,013,491       55,026       3,139,036  
 
                               
Interest expense:
                               
Interest expense on deposits (See Note 2)
    717,167       332,938       12,549       1,062,654  
Interest expense on borrowings (See Note 2)
    334,175       139,007       14,774       487,956  
                   
Total interest expense
    1,051,342       471,945       32,702       1,550,610  
                   
Net interest income
    1,019,177       541,546       27,703       1,588,426  
Provision for credit losses
    65,191       36,854             102,045  
                   
Net interest income after provision for credit losses
    953,986       504,692       27,703       1,486,381  
                   
Service charges on deposit accounts
    185,713       67,707             253,420  
Trust services
    89,955       24,279             114,234  
Brokerage and insurance income
    58,835       67,394             126,229  
Bank owned life insurance income
    43,775       6,317             50,092  
Automobile operating lease income
    43,115                   43,115  
Other service charges and fees
    51,354       20,322             71,676  
Mortgage banking income
    41,491       23,141             64,632  
Securities losses
    (73,191 )     (21,184 )           (94,375 )
Gains on sales of automobile loans
    3,095                   3,095  
Other income
    116,927       30,894             147,821  
                   
Total non-interest income
    561,069       218,870             779,939  
                   
Personnel costs
    541,228       243,281             784,509  
Net occupancy and equipment
    141,193       72,560             213,753  
Professional and other outside services
    105,832       36,142             141,974  
Marketing
    31,728       13,623             45,351  
Automobile operating lease expense
    31,286                   31,286  
Telecommunications
    19,252       8,360             27,612  
Printing and supplies
    13,864       6,092             19,956  
Amortization of intangibles (See Note 2)
    9,962       15,803       76,931       102,696  
Other expense
    106,649       42,694             149,343  
                   
Total non-interest expense
    1,000,994       438,555       76,931       1,516,480  
                   
Income before income taxes
    514,061       285,007       (49,228 )     749,840  
Provision for income taxes
    52,840       94,669       (17,230 )     130,279  
                   
Net income
  $ 461,221     $ 190,338     $ (31,993 )   $ 619,561  
                   
 
                               
Average common shares — basic
    236,699       110,107       10,790       357,596  
Average common shares — diluted
    239,920       110,954       10,873       361,747  
 
                               
Per common share
                               
Net income — basic
  $ 1.95     $ 1.73             $ 1.72  
Net income — diluted
  $ 1.92     $ 1.72             $ 1.70  

 


 

HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL
GROUP, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENTS OF INCOME
For the Nine Months Ended September 30, 2007 and Year Ended December 31,
2006
Note 1. Basis of Presentation
The merger was accounted for as an acquisition by Huntington of Sky Financial using the purchase method of accounting and, accordingly, the assets and liabilities of Sky Financial were recorded at their respective fair values on the date the merger was completed. The merger was effected by the issuance of Huntington $0.01 par value common stock to Sky Financial shareholders. Each share of Sky Financial common stock was exchanged for 1.098 shares of Huntington common stock plus cash consideration of $3.023. The shares of Huntington common stock issued to effect the merger were recorded at $23.85 per share. This amount was determined by averaging the closing price of shares of Huntington common stock over a five-day period beginning two days before the date the merger was announced and ending two days after the date the merger was announced. The pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed.
The pro forma financial information for the merger is included only for the nine month period ended September 30, 2007 and year ended December 31, 2006. The combined pro forma income statement for the nine month period ended September 30, 2007, includes Huntington’s historical results of operations for all nine months, and Sky Financial results of operations subsequent to the merger date, July 1, 2007.
The unaudited pro forma information is not necessarily indicative of the results of income or the combined financial position that would have resulted had the merger been completed at the beginning of the applicable period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined company.
Certain reclassifications have been made to the income statement of Sky Financial to conform to Huntington’s presentation.
Note 2. Pro Forma Statement of Income
The pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2007 and year ended December 31, 2006, include adjustments for the accretion / amortization of fair value adjustments made to loans, securities, interest-bearing deposits and long-term borrowings. They also include an

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adjustment for the amortization of the estimated identifiable intangible assets. The amortization or accretion of the purchase accounting adjustments made to securities, loans, interest-bearing deposits, and long-term borrowings is based on the weighted average maturities, using the interest method for recognition. The amortization of identifiable intangible assets was estimated using a 10 to 16 year, sum-of-the-years digits method. Using this method, amortization is expected to be $92.7 million in the first year, $78.1 million in the second year, $54.0 million in the third year, $42.3 million in the fourth year, $33.0 million in the fifth year, and $74.2 million thereafter. The adjustment for pro forma amortization expense for the nine month period ended September 30, 2007, includes $39.1 million of new amortization expense less Sky Financial’s historical amortization expense of $9.0 million. The adjustment for pro forma amortization expense for the year ended December 31, 2006, includes $92.7 million of new amortization expense less Sky Financial’s historical amortization expense of $15.8 million.
                                 
                    Estimated   Estimated
    Estimated   Estimated   six month   twelve month
    Adjustment   Weighted   Increase/   Increase/
    for Fair   Average   (Decrease)   (Decrease)
    Value   Life (in years)   to income   to income
Accretion/amortization of fair value adjustments
                               
Loans
  $ 119,005       2.7     $ 22,038     $ 44,076  
Securities
    32,850       3.0       5,475       10,950  
Deposits
    (12,549 )     0.7           (12,549 )
Borrowings
    12,955       7.0       926     1,851
 
                           
Total accretion/amortization of fair value adjustments
                  $ 28,439     $ 44,328  
 
                           
The estimated restructuring and merger-related expenses discussed in Note 3 are not included in the pro forma statement of income since they will be recorded in the combined results of income as they are incurred after completion of the merger and are not indicative of what the historical results of the combined company would have been had the companies been actually combined during the periods presented.
Additionally, Huntington currently estimates that it will realize approximately $115 million in annual cost savings following the merger, which Huntington expects to be phased in subsequent to the merger, but there is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all. These cost savings are not fully reflected in the pro forma financial information.
The impact of conforming Sky Financial’s accounting policy to reflect the adoption of FASB Statement No. 156 has not been included in the pro forma financial results as the impact on the income statement is not material.
Huntington issued $250 million in new debt in connection with the merger. This new debt qualifies as bank regulatory capital and has an interest rate of 6.65%, resulting in an increase to annual interest expense of $16.6 million.

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Note 3. Merger Costs
In connection with the merger, Huntington and Sky Financial have developed their plans to consolidate the operations of Huntington and Sky Financial. Huntington and Sky Financial have assessed the two companies’ personnel, benefit plans, premises, equipment, computer systems and service contracts and determined where we may take advantage of redundancies or where it may be beneficial or necessary to convert to one system.
Certain decisions arising from these assessments involved, among other things, involuntary termination of Sky Financial’s employees, vacating Sky Financial’s leased premises, terminating contracts between Sky Financial and certain service providers and selling or otherwise disposing of certain premises, furniture and equipment owned by Sky Financial. The costs associated with such decisions will be recorded as purchase accounting adjustments, which have the effect of increasing the amount of the purchase price allocable to excess purchase price. It is expected that all such costs will be identified and recorded within one year of completion of the merger and all such actions required to effect these decisions would be taken within one year after finalization of these plans.
In addition to decisions regarding Sky Financial’s employees and activities, certain decisions were made to, among other things, involuntarily terminate Huntington employees, vacate Huntington leased premises, cancel contracts and sell or otherwise dispose of certain premises, furniture and equipment owned by Huntington. These exit and disposal costs have been recorded in accordance with Financial Accounting Standards Board Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, in the results of income of the combined company in the period incurred. Huntington has also incurred merger-related expenses in the process of combining the operations of the two companies. These merger-related expenses include system conversion costs, employee retention arrangements and costs of incremental communications to customers and others.
It is expected that the exit and disposal costs, along with the merger-related costs, will be incurred over a two-year period after completion of the merger. For the nine month period ended September 30, 2007, these merger related costs total $40.7 million. It is anticipated that the total merger costs for Huntington will approximate $55 million to $65 million. Other merger costs were recorded by Sky Financial or were recorded as purchase accounting adjustments. We have not included an estimate for these in the pro forma statement of income since these costs will be recorded in the combined results of income as they are incurred after completion of the merger and are not indicative of what the historical results of Huntington would have been had Huntington and Sky Financial actually been combined during the periods presented.

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