<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 23, 1996
---------------------------------
(Date of earliest event reported)
UAL CORPORATION
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6033 36-2675207
- ------------------------------ ----------- --------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1200 Algonquin Road, Elk Grove Township, Illinois 60007
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 952-4000
----------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
------------
UAL Corporation (the "Company") is filing herewith a press release issued
today by the Company as Exhibit 99.1 which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
-------------------------
Name: Douglas A. Hacker
Title: Senior Vice President - Finance
Dated: January 23, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release
<PAGE>
Exhibit 99.1
[LOGO -- UAL CORPORATION] News Release
===============================================================================
===============================================================================
===============================================================================
Corporate Communications Contacts:
Connie Huff (847) 952-5501
Joe Hopkins (847) 952-5770
Tony Molinaro (847) 952-4971
Night (847) 952-4088
Investor Relations Contact:
Mark Reiser (847) 952-7501
UAL CORPORATION REPORTS FULL YEAR 1995 AND
FOURTH QUARTER FINANCIAL RESULTS
. Highest annual earnings level from ongoing operations in company's history
. On a fully distributed basis, 1995 net earnings were $662 million or $20.51
for each of the 32.6 million fully distributed shares
. Fourth quarter results included $29 million extraordinary loss from early
debt extinguishment and $13 million write-down of non-operating aircraft
net of tax
. On a fully distributed basis, fourth quarter earnings were $2.95 for each
of the 30.7 million fully distributed shares excluding the extraordinary
loss, write-down and effect of preferred stock transactions - an 88 percent
improvement over 1994 earnings per share results of $1.57 per share
CHICAGO, January 23, 1996 -- UAL Corporation, the holding company whose
primary subsidiary is United Airlines, today reported full year 1995 preliminary
unaudited net earnings in accordance with generally accepted accounting
principles (GAAP) of $349 million. The 1995 GAAP earnings before an after-tax
$29 million extraordinary loss for the early extinguishment of debt were $378
million, a company record for earnings from ongoing operations (before
extraordinary items). GAAP earnings were $19.11 per fully diluted share ($20.01
per share on a primary basis) after preferred stock dividend requirements. In
1994, UAL Corporation reported GAAP earnings of $51 million, including $128
million of one-time after-tax charges associated with the completion of the
recapitalization and a one-time after-tax charge of $26 million associated with
the adoption of SFAS No. 112.
(more)
<PAGE>
The Company also reported that on a pro forma, fully distributed basis (see
below for further explanation of the methodology) 1995 net earnings were $662
million or $20.51 per share after preferred stock dividends. Fully distributed
operating earnings for 1995 were $1,333 million.
"We are extremely pleased with our record 1995 results," says Chairman and
Chief Executive Officer Gerald Greenwald. "Our success this year is a real
tribute to our employees' commitment to ownership and customer service. Our
strong revenue growth and lower fully distributed unit cost confirm that our
"Quality Flight Plan" is working. We have begun to see the revenue benefits
from our $50 million additional customer service investments and the effect of
empowering employees to deliver superior customer service. At the same time,
certain cost reduction programs, including the restructuring of the domestic
commission program, generated $125 million in savings for 1995 and should
provide substantial contributions when completed over the next three to four
years. Those efforts, combined with the year-over-year effect from the ESOP,
contributed to our fully distributed unit cost reduction.
"Our 1995 financial performance advances our pursuit to become the airline of
choice for customers and employees as well as stockholders. We anticipate
continued success for 1996 having begun the year with strong first quarter
bookings."
Full year operating revenues were $14.9 billion, up 7.1% from $14.0 billion
the year before. With a 4.2 percent increase in available seat miles, total
revenue per available seat mile increased by 2.9 percent from 9.12 cents a year
ago to 9.39 cents. Traffic increased by 3.2 percent as revenue passenger miles
grew to 111.8 billion from 108.3 billion in 1994. Yield (revenue per passenger
mile) increased by 4.2 percent to 11.79 cents, up from 11.31 cents in 1994.
Full year operating expenses excluding all ESOP charges increased by 2.7% from
$13.2 billion to $13.6 billion in 1995. The full year cost per available seat
mile, excluding all ESOP charges, decreased 1.0 percent to 8.55 cents from 8.64
cents a year ago largely due to 3.3 percent lower labor costs driven by the
employee investment transaction.
(more)
<PAGE>
FOURTH QUARTER RESULTS
For the fourth quarter, UAL Corporation reported a GAAP net loss of $5 million
excluding certain special adjustments, or a loss of $1.25 per share after
preferred stock dividends. In the fourth quarter, the Company recorded the
following special adjustments:
. An extraordinary loss of $29 million ($2.35 per share) after-tax due to
early extinguishment of debt,
. A $13 million ($1.09 per share) after-tax adjustment associated with a
write-down of non-operating aircraft, and
. A $1.81 per share unfavorable impact to earnings per share due to the
repurchase of a portion of outstanding Series B preferred stock.
The fourth quarter GAAP net loss including the special adjustments was $47
million or a loss of $6.50 per share after preferred dividends. For the
comparable quarter in 1994, UAL reported GAAP net income of $11 million (a loss
of $0.98 per share after preferred stock dividends).
(more)
<PAGE>
On a fully distributed basis, UAL Corporation fourth quarter net income,
excluding the special adjustments, was $98 million or $2.95 per share for each
of the 30.7 million fully distributed shares. The fully distributed net
earnings represent a 46 percent increase from 1994's fully distributed net
earnings of $67 million with earnings per share improving 88 percent over last
year's fully distributed earnings per share of $1.57. Fully distributed
operating earnings for the quarter, excluding the special adjustments, were $212
million, a 23 percent improvement over 1994's $172 million.
<TABLE>
<CAPTION>
Three Months Ended December 31
--------------------------------------------------------
Fully Distributed Results 1995 1994 % Change
----------------- ----------------- ------------------
Per Per Per
(Millions, except per share) Earnings Share Earnings Share Earnings Share
- ---------------------------- -------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Operating Earnings before non-
operating aircraft write-down $212 NA $172 NA + 23 NA
Net before special charges $ 98 $ 2.95 $ 67 $ 1.57 + 46 + 88
Extraordinary item (29) (0.95) - - NA NA
Non-operating aircraft write-down (13) (0.44) - - NA NA
Preferred stock transactions - (0.73) - (0.10) NA - 630
---- ------ ---- ------
Net $ 56 $ 0.83 $ 67 $ 1.47 - 16 - 44
</TABLE>
The repurchase of approximately $750 million principal amount of debt in
1995 is expected to reduce net interest expense by $26 million in 1996 alone.
As another credit improvement initiative, 1996 dividend payments will be reduced
by $12 million due to the repurchase of $96 million of Series B preferred stock
during the fourth quarter.
The additional depreciation provision of $13 million after-tax ($22 million
pre-tax in operating expenses) in the fourth quarter for certain non-operating
DC-10 aircraft reflects a reduction in their estimated residual value to the
current market value of freighter aircraft.
In addition to the special charges, the expiration of the Federal fuel tax
exemption adversely impacted fourth quarter operating earnings by $20 million.
(more)
<PAGE>
n.b.: In addition to reviewing financial statements reported under Generally
Accepted Accounting Principles (GAAP), a more complete understanding of the
Company's results can be gained by viewing them on a pro forma, fully
distributed basis. This approach considers all ESOP shares (which will be issued
to employees over the course of the ESOP period) to be immediately outstanding
and thus fully distributed. Consistent with this method, the ESOP compensation
expense (which reflects the commitment of stock to employees) is excluded from
fully distributed expenses and ESOP convertible preferred stock dividends have
not been deducted from earnings attributable to common stockholders.
# # #
<PAGE>
UAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In Millions, Except Per Share)
Three Months Ended December 31
------------------------------
1995 1994 % Change
------ ------ --------
Operating revenues:
Passenger $3,221 $3,022 + 6.6
Cargo 200 184 + 8.7
Other operating revenues 246 233 + 5.6
------ ------
3,667 3,439 + 6.6
------ ------
Operating expenses:
Salaries and related costs 1,130 1,101 + 2.6
ESOP compensation expense 168 94 + 78.7
Aircraft fuel 455 411 + 10.7
Commissions 356 343 + 3.8
Purchased services 280 249 + 12.4
Aircraft rent 241 246 - 2.0
Landing fees and other rent 208 158 + 31.6
Depreciation and amortization 183 186 - 1.6
Food services 132 124 + 6.5
Aircraft maintenance 105 81 + 29.6
Personnel expenses 76 62 + 22.6
Write down of retired aircraft 22 -
Other operating expenses 289 306 - 5.6
------ ------
3,645 3,361 + 8.4
------ ------
Earnings from operations 22 78 - 71.8
------ ------
Other income (expense):
Interest expense (94) (104) - 9.6
Interest capitalized 11 10 + 10.0
Interest income 23 23
Equity in earnings of affiliates 9 -
Miscellaneous, net - 3
------ ------
(51) (68) - 25.0
------ ------
Earnings (loss) before income taxes
and extraordinary item (29) 10
Provision (credit) for income taxes (11) (1)
------ ------
Earnings (loss) before
extraordinary item (18) 11
Extraordinary loss on early
extinguishment of debt, net of tax (29) -
------ ------
Net earnings (loss) $ (47) $ 11
====== ======
Per share:
Earnings (loss) before
extraordinary item $(4.15) $(0.98)
Extraordinary item (2.35) -
------ ------
Net earnings (loss) $(6.50) $(0.98)
====== ======
- ----------------
See accompanying notes.
<PAGE>
UAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In Millions, Except Per Share)
Twelve Months Ended December 31
-------------------------------
1995 1994 % Change
------- ------- --------
Operating revenues:
Passenger $13,227 $12,295 + 7.6
Cargo 757 685 + 10.5
Other operating revenues 959 970 - 1.1
------- -------
14,943 13,950 + 7.1
------- -------
Operating expenses:
Salaries and related costs 4,526 4,679 - 3.3
ESOP compensation expense 504 182 +176.9
Aircraft fuel 1,680 1,585 + 6.0
Commissions 1,471 1,426 + 3.2
Purchased services 1,062 947 + 12.1
Aircraft rent 1,009 933 + 8.1
Landing fees and other rent 803 622 + 29.1
Depreciation and amortization 724 725 - 0.1
Food services 532 479 + 11.1
Aircraft maintenance 407 410 - 0.7
Personnel expenses 285 248 + 14.9
Other operating expenses 1,111 1,193 - 6.9
------- -------
14,114 13,429 + 5.1
------- -------
Earnings from operations 829 521 + 59.1
------- -------
Other income (expense):
Interest expense (399) (372) + 7.3
Interest capitalized 42 41 + 2.4
Interest income 98 85 + 15.3
Equity in earnings of affiliates 51 20
Miscellaneous, net - (124)
------- -------
(208) (350) - 40.6
------- -------
Earnings before income taxes,
extraordinary item and cumulative
effect of accounting change 621 171
Provision for income taxes 243 94
------- -------
Earnings before extraordinary item and
cumulative effect of accounting change 378 77
Extraordinary loss on early
extinguishment of debt, net of tax (29) -
Cumulative effect of accounting
change, net of tax - (26)
------- -------
Net earnings $ 349 $ 51
======= =======
Per share, primary:
Earnings before extraordinary item,
cumulative effect of accounting change
and preferred stock transactions $ 20.56 $ 0.76
Extraordinary item (1.85) -
Cumulative effect of accounting change - (1.37)
Preferred stock transactions 1.30 -
------- -------
Net earnings (loss) $ 20.01 $ (0.61)
======= =======
Per share, fully diluted:
Earnings before extraordinary item,
cumulative effect of accounting change
and preferred stock transactions $ 19.59 $ 0.76
Extraordinary item (1.63) -
Cumulative effect of accounting change - (1.37)
Preferred stock transactions 1.15 -
------- -------
Net earnings (loss) $ 19.11 $ (0.61)
======= =======
- ----------------
See accompanying notes.
<PAGE>
Consolidated Notes
(1) UAL Corporation is a holding company whose principal subsidiary
is United Air Lines, Inc.
(2) "ESOP compensation expense" represents the estimated average fair
value of ESOP convertible preferred stock committed to be
released to employees for the period, net of amounts used to
satisfy dividend requirements for previously allocated ESOP
convertible preferred shares, under Employee Stock Ownership
Plans which were created as a part of the July 1994 employee
investment transaction and recapitalization.
(3) "Miscellaneous, net" consisted of the following:
Fourth Quarter Year
-------------- --------------
1995 1994 1995 1994
---- ---- ---- ----
Foreign exchange gains
(losses) $ (6) $ 6 $(20) $ 15
Gains on dispositions
of property 11 2 60 10
Minority interests in
Apollo Travel Services (4) (4) (23) (22)
Recapitalization
transaction costs - - - (121)
Other (1) (1) (17) (6)
---- ---- ---- -----
$ - $ 3 $ - $(124)
==== ==== ==== =====
(4) The provisions for income taxes differ from the federal
statutory rate of 35% principally due to state income taxes and
certain nondeductible expenses, including certain expenses
related to the recapitalization.
(5) During 1995, UAL repaid prior to maturity $750 million in
principal amount of various debt securities, resulting in an
aggregate extraordinary loss of $29 million, after tax benefit
of $18 million. The securities were scheduled for repayment
periodically through 2021.
(6) UAL adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," effective January 1, 1994. The effect
of adopting SFAS No. 112 was a cumulative charge in 1994 for
recognition of the transition liability of $42 million, before
tax benefits of $16 million.
<PAGE>
(7) In April 1995, UAL issued $600 million in principal amount of
6 3/8% convertible subordinated debentures in exchange for all
outstanding shares of its Series A convertible preferred stock.
As a result of the exchange, UAL recorded a non-cash increase of
$45 million in additional capital invested representing the
excess of the carrying value of the preferred stock exchanged
over the fair value of the new debentures. During 1995, UAL
repurchased 4,259,709 depository shares, representing 4,260
shares of its Series B 12 1/4% preferred stock, at an aggregate
cost of $131 million to be held in treasury. This resulted in a
$24 million decrease in total equity. These transactions had no
effect on earnings; however, their net impact on UAL's equity is
included in the computation of earnings per share. Earnings
available to common stockholders were also reduced by $3 million
in the 1994 fourth quarter and twelve-month period for the
excess of amounts paid to reacquire UAL preferred stock over the
liquidation preference of such stock.
Per share amounts were calculated after providing for dividends
on preferred stock of $11 million in the 1995 fourth quarter,
$20 million in the 1994 fourth quarter, $50 million in the 1995
twelve-month period and $59 million in the 1994 twelve-month
period. Average shares used in the computations were as follows:
1995 1994
---- ----
(In Millions)
Fourth Quarter 12.5 12.4
Year:
Primary 15.9 18.8
Fully diluted 17.9 18.8
Primary per share amounts in 1995 were based on weighted average
common shares and common equivalents outstanding, including ESOP
shares committed to be released. In addition, fully-diluted per
share amounts assume the conversion of convertible debentures
and elimination of related interest. Common stock equivalents
were not included in the 1994 computations as they did not have
a dilutive effect.
In connection with the July 1994 recapitalization, each old
common share was exchanged for one half new common share. As
required under generally accepted accounting principles for
transactions of this type, the historical weighted average
shares outstanding have not been restated. Thus, direct
comparisons between per share amounts for the 1995 and 1994
annual periods are not meaningful.
<PAGE>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------
Three Months Ended December 31
------------------------------
1995 1994 % Change
------ ------ --------
FINANCIAL SUMMARY (UNAUDITED)
(in millions)
Operating revenues $3,655 $3,423 + 6.8
Operating expenses (excluding
ESOP charges and write down) 3,442 3,253 + 6.5
Write down of retired aircraft 22 -
ESOP compensation expense 168 94 +78.7
------ ------
3,632 3,347 + 8.5
------ ------
Earnings from operations $ 23 $ 76 -69.7
====== ======
OPERATING STATISTICS
Revenue passengers (in thousands) 19,436 19,059 + 2.0
Revenue passenger miles (in millions) 27,349 27,007 + 1.3
Available seat miles (in millions) 39,640 38,403 + 3.2
Passenger load factor (percent) 69.0 70.3 -1.3 pt.
Breakeven passenger load factor
(percent) 68.5 68.6 -0.1 pt.
Breakeven passenger load factor
excluding ESOP charges (percent) 64.9 66.3 -1.4 pt.
Revenue per passenger mile (cents) 11.74 11.15 + 5.2
Operating revenue per
available seat mile (cents) 9.22 8.91 + 3.5
Operating expenses excluding ESOP charges
per available seat mile (cents) 8.74 8.47 + 3.2
Operating expenses excluding ESOP charges
and write down per available seat
mile (cents) 8.69 8.47 + 2.5
Average price per gallon of jet
fuel (cents) 64.0 60.5 + 5.8
Number of aircraft in operating
fleet at end of period 558 543
Number of employees at end
of period (thousands) 82.2 76.1 + 8.0
<PAGE>
UNITED AIR LINES, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------
Twelve Months Ended December 31
-------------------------------
1995 1994 % Change
------- ------- --------
FINANCIAL SUMMARY (UNAUDITED)
(in millions)
Operating revenues $14,895 $13,887 + 7.3
Operating expenses (excluding
ESOP charges) 13,559 13,144 + 3.2
One-time ESOP operating costs - 48
ESOP compensation expense 504 182
------- -------
14,063 13,374 + 5.2
------- -------
Earnings from operations $ 832 $ 513 +62.2
======= =======
OPERATING STATISTICS
Revenue passengers (in thousands) 78,808 74,241 + 6.2
Revenue passenger miles (in millions) 111,811 108,299 + 3.2
Available seat miles (in millions) 158,569 152,193 + 4.2
Passenger load factor (percent) 70.5 71.2 -0.7 pt.
Breakeven passenger load factor
(percent) 66.1 68.2 -2.1 pt.
Breakeven passenger load factor
excluding ESOP charges (percent) 63.4 66.8 -3.4 pt.
Revenue per passenger mile (cents) 11.79 11.31 + 4.2
Operating revenue per
available seat mile (cents) 9.39 9.12 + 2.9
Operating expenses excluding ESOP charges
per available seat mile (cents) 8.55 8.64 - 1.0
Average price per gallon of jet
fuel (cents) 59.5 58.8 + 1.2
Number of aircraft in operating
fleet at end of period 558 543
Number of employees at end
of period (thousands) 82.2 76.1 + 8.0
<PAGE>
UAL CORPORATION AND SUBSIDIARY COMPANIES
EARNINGS AND EARNINGS PER SHARE
THREE MONTHS ENDED DECEMBER 31, 1995
----------------------------------------
(In Millions, Except Per Share)
GAAP "Fully Distributed" (1)
Basis (Excluding ESOP Charges)
----- ----------------------
EARNINGS
- --------
Operating revenues $ 3,667 $ 3,667
Operating expenses (excluding
ESOP charges and write down) (3,455) (3,455)
Write down of retired aircraft (22) (22)
ESOP compensation expense (168) N/A
------- -------
Operating earnings 22 190
Non-operating expense (51) (51)
------- -------
Earnings (loss) before income taxes
and extraordinary item (29) 139
Provision (credit) for income taxes (11) 54
------- -------
Earnings (loss) before
extraordinary item (18) 85
Extraordinary loss on debt
extinguishment, net of tax (29) (29)
------- -------
Net earnings (loss) (47) 56
======= =======
Preferred stock dividends (11) (8)
Preferred stock transactions (23) (23)
------- -------
Earnings attributable to
common shareholders $ (81) $ 25
======= =======
SHARES
- ------
Average common shares assumed
outstanding 12.5 12.5
ESOP preferred shares assumed
outstanding N/A 17.7
Other N/A 0.5
------- -------
Total shares assumed outstanding 12.5 30.7
======= =======
PER SHARE:
- ----------
Earnings before write down,
extraordinary item, and
preferred stock transactions $ (1.25) $ 2.95
Write down of retired aircraft,
net of tax (1.09) (0.44)
Extraordinary item, net of tax (2.35) (0.95)
Preferred stock transactions (1.81) (0.73)
------- -------
$ (6.50) $ 0.83
======= =======
(1) "Fully distributed" earnings and earnings per share are pro forma
presentations which consider all ESOP shares which will ultimately be
released to employees by the end of the ESOP period to be immediately
outstanding. Therefore the ESOP compensation expense has been
excluded from fully distributed earnings and ESOP convertible
preferred stock dividends have not been deducted from earnings
attributable to common shareholders.
<PAGE>
UAL CORPORATION AND SUBSIDIARY COMPANIES
EARNINGS AND EARNINGS PER SHARE
THREE MONTHS ENDED DECEMBER 31, 1994
----------------------------------------
(In Millions, Except Per Share)
GAAP "Fully Distributed" (1)
Basis (Excluding ESOP Charges)
----- ----------------------
EARNINGS
- --------
Operating revenues $ 3,439 $ 3,439
Operating expenses (excluding
ESOP charges) (3,267) (3,267)
ESOP compensation expense (94) N/A
------- -------
Operating earnings 78 172
Non-operating expense (68) (68)
------- -------
Earnings before income taxes 10 104
Provision (credit) for income taxes (1) 37
------- -------
Net earnings 11 67
======= =======
Preferred stock dividends (20) (20)
Preferred stock transactions (3) (3)
------- -------
Earnings (loss) attributable to
common shareholders $ (12) $ 44
======= =======
SHARES
- ------
Average common shares assumed
outstanding 12.4 12.4
ESOP preferred shares assumed
outstanding N/A 17.7
Other N/A 0.1
------- -------
Total shares assumed outstanding 12.4 30.2
======= =======
PER SHARE:
- ----------
Earnings before preferred
stock transactions $ (0.73) $ 1.57
Preferred stock transactions (0.25) (0.10)
------- -------
$ (0.98) $ 1.47
======= =======
(1) "Fully distributed" earnings and earnings per share are pro forma
presentations which consider all ESOP shares which will ultimately be
released to employees by the end of the ESOP period to be immediately
outstanding. Therefore the ESOP compensation expense has been
excluded from fully distributed earnings and ESOP convertible
preferred stock dividends have not been deducted from earnings
attributable to common shareholders.
<PAGE>
UAL CORPORATION AND SUBSIDIARY COMPANIES
EARNINGS AND EARNINGS PER SHARE
TWELVE MONTHS ENDED DECEMBER 31, 1995
----------------------------------------
(In Millions, Except Per Share)
GAAP "Fully Distributed" (1)
Basis (Excluding ESOP Charges)
----- ----------------------
(Fully Diluted)
EARNINGS
- --------
Operating revenues $14,943 $14,943
Operating expenses (excluding
ESOP charges) (13,610) (13,610)
ESOP compensation expense (504) N/A
------- -------
Operating earnings 829 1,333
Non-operating expense (208) (208)
------- -------
Earnings before income taxes and
extraordinary item 621 1,125
Provision (credit) for income taxes 243 434
------- -------
Earnings before extraordinary item 378 691
Extraordinary loss on debt
extinguishment, net of tax (29) (29)
------- -------
Net earnings 349 662
======= =======
Preferred stock dividends (50) (37)
Preferred stock transactions 21 21
Other adjustments to net earnings 23 23
------- -------
Earnings attributable to
common shareholders $ 343 $ 669
======= =======
SHARES
- ------
Average common shares assumed
outstanding 12.4 12.4
ESOP preferred shares assumed
outstanding 3.0 17.7
Other 2.5 2.5
------- -------
Total shares assumed outstanding 17.9 32.6
======= =======
PER SHARE:
Earnings before extraordinary
item and preferred stock
transactions $ 19.59 $ 20.77
Extraordinary item, net of tax (1.63) (0.89)
Preferred stock transactions 1.15 0.63
------- -------
$ 19.11 $ 20.51
======= =======
(1) "Fully distributed" earnings and earnings per share are pro forma
presentations which consider all ESOP shares which will ultimately be
released to employees by the end of the ESOP period to be immediately
outstanding. Therefore the ESOP compensation expense has been
excluded from fully distributed earnings and ESOP convertible
preferred stock dividends have not been deducted from earnings
attributable to common shareholders.
