Exhibit 11
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CONRAIL INC.
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EARNINGS PER SHARE COMPUTATIONS
-------------------------------
($ In Millions Except Per Share)
Years Ended December 31,
------------------------
1994 1993 1992
---- ---- ----
Primary
- -------
Income before the cumulative effect
of changes in accounting
principles (1) $324 $234 $282
Dividends declared on Series A ESOP
convertible junior preferred stock
(ESOP Stock), net of tax benefits (13) (13) (14)
---- ---- ----
311 221 268
Charges relative to the cumulative
effect of changes in accounting
principles (1) (74)
---- ---- ----
Adjusted net income $311 $147 $268
==== ==== ====
Fully Diluted
- -------------
Income before the cumulative effect
of changes in accounting
principles (1) 324 234 282
Nondiscretionary adjustment (2) (5) (6) (7)
---- ---- ----
319 228 275
Charges relative to the cumulative
effect of changes in accounting
principles (1) (74)
---- ---- ----
Adjusted net income $319 $154 $275
==== ==== ====
Page 1 of 3
Exhibit 11
----------
CONRAIL INC.
------------
EARNINGS PER SHARE COMPUTATIONS
-------------------------------
($ In Millions Except Per Share)
Years ended December 31,
----------------------------------------
1994 1993 1992
------------- ------------ -----------
Weighted average number of shares (3)
Primary
Weighted average number of
common shares outstanding 79,089,464 79,656,302 80,823,000
Effect of shares issuable under
stock option plans 585,317 990,193 920,648
---------- ---------- ----------
79,674,781 80,646,495 81,743,648
========== ========== ==========
Fully diluted
Weighted average number of
common shares outstanding 79,089,464 79,656,302 80,823,000
ESOP Stock 9,887,940 9,954,311 9,966,200
Effect of shares issuable under
stock option plans 585,317 1,225,369 1,066,993
---------- ---------- ----------
89,562,721 90,838,982 91,856,193
========== ========== ==========
Income per common share (3)
Before the cumulative effect of
changes in accounting principles
Primary $3.90 $2.74 $3.28
Fully diluted 3.56 2.51 2.99
Cumulative effect of changes in
accounting principles
Primary (.92)
Fully diluted (.81)
Net income
Primary $3.90 $1.82 $3.28
Fully diluted 3.56 1.70 2.99
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Exhibit 11
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CONRAIL INC.
------------
EARNINGS 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. 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 which was
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.
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