Exhibit 11 ---------- CONRAIL INC. ------------ EARNINGS (LOSS) PER SHARE COMPUTATIONS -------------------------------------- ($ In Millions Except Per Share) Years ended December 31, ------------------------ 1993 1992 1991 ---- ---- ---- Primary - ------- Income (loss) before the cumulative effect of changes in accounting principles (1) $234 $282 $(207) Dividends declared on Series A ESOP convertible junior preferred stock (ESOP Stock), net of tax benefits (13) (14) (14) ---- ---- ---- 221 268 (221) Charges relative to the cumulative effect of changes in accounting principles (1) (74) ---- ---- ---- Adjusted net income (loss) $147 $268 $(221) ==== ==== ===== Fully Diluted - ------------- Income (loss) before the cumulative effect of changes in accounting principles (1) 234 282 (207) Dividends declared on ESOP Stock, net of tax benefits (14) Nondiscretionary adjustment (2) (6) (7) ---- ---- ---- 228 275 (221) Charges relative to the cumulative effect of changes in accounting principles (1) (74) ---- ---- ---- Adjusted net income (loss) $154 $275 $(221) ==== ==== ===== Page 1 of 3 Exhibit 11 ---------- CONRAIL INC. ------------ EARNINGS (LOSS) PER SHARE COMPUTATIONS -------------------------------------- ($ In Millions Except Per Share) Years ended December 31, -------------------------------------- 1993 1992 1991 (3) ---------- ---------- ---------- Weighted average number of shares (4) Primary Weighted average number of common shares outstanding 79,656,302 80,823,000 81,883,970 Effect of shares issuable under stock option plans 990,193 920,648 ---------- ---------- ---------- 80,646,495 81,743,648 81,883,970 Fully diluted Weighted average number of common shares outstanding 79,656,302 80,823,000 81,883,970 ESOP Stock 9,954,311 9,966,200 Effect of shares issuable under stock option plans 1,225,369 1,066,993 ---------- ---------- ---------- 90,835,982 91,856,193 81,883,970 Income (loss) per common share (4) Before the cumulative effect of changes in accounting principles Primary $2.74 $3.28 $(2.70) Fully diluted 2.51 2.99 (2.70) Cumulative effect of changes in accounting principles Primary (.92) Fully diluted (.81) Net income (loss) per common share Primary $1.82 $3.28 $(2.70) Fully diluted 1.70 2.99 $(2.70) Page 2 of 3 Exhibit 11 ---------- CONRAIL INC. ------------ EARNINGS (LOSS) PER SHARE COMPUTATIONS -------------------------------------- Notes: 1. The Company adopted Statement of Financial Accounting Standards No. 106 ("Employers' Accounting for Postretirement Benefits Other Than Pensions") and Statement of Financial Accounting Standards No. 109 ("Accounting for Income Taxes") effective January 1, 1993. As a result, the Company recorded cumulative after tax charges of $22 million and $52 million, respectively. 2. Represents the increase, net of income tax benefits, in ESOP-related expenses assuming conversion of all ESOP Stock to common stock. 3. Primary and fully diluted loss per share are based on the weighted average number of common shares outstanding and exclude shares issuable under stock option plans and the conversion of ESOP stock to common stock since the effects of their inclusion are antidilutive. 4. The Company's Board of Directors authorized a two-for- one common stock split which was effected in the form of a stock dividend distributed on September 15, 1992. The Board of Directors also declared a stock dividend on the ESOP Stock in the amount of one share of ESOP Stock for each share of ESOP Stock outstanding as of August 31, 1992 and distributed on September 15, 1992. All references with regard to the number of shares for common stock, ESOP Stock, and shares issuable under stock option plans and per share amounts have been restated to reflect the stock splits. Page 3 of 3