SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1993
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-3053
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Champion International Corporation
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(Exact name of registrant as specified in its charter)
New York 13-1427390
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State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
One Champion Plaza, Stamford, Connecticut 06921
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(Address of principal executive offices)
(Zip Code)
203-358-7000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1993
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Common stock, $.50 par value 93,004,276
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements.
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CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
(in thousands, except per share)
Nine Months Ended Three Months Ended
----------------- ------------------
September 30, September 30,
------------ ------------
1993 1992 1993 1992
---------- ---------- ---------- ----------
Net Sales $3,768,606 $3,689,032 $1,245,331 $1,259,185
Cost of products sold 3,503,675 3,403,429 1,176,639 1,155,856
Selling, general and administrative expenses 217,735 215,075 66,803 69,049
---------- ---------- ---------- ----------
Income From Operations 47,196 70,528 1,889 34,280
Interest and debt expense 162,472 155,971 54,596 51,051
Other (income) expense - net (Note 2) 17,552 (133,183) (3,888) (88,931)
---------- ---------- ---------- ----------
Income (Loss) Before Income Taxes and Cumulative
Effect of Accounting Changes (132,828) 47,740 (48,819) 72,160
Income Taxes (Benefit) (Note 3) (28,938) 4,898 4,665 24,520
---------- ---------- ---------- ----------
Income (Loss) Before Cumulative Effect of
Accounting Changes (103,890) 42,842 (53,484) 47,640
Cumulative Effect of Accounting Changes,
Net of Taxes (Note 4) (7,523) (454,314) --- ---
---------- ---------- ---------- ----------
Net Income (Loss) $(111,413) $(411,472) $ (53,484) $ 47,640
========== ========== ========== ==========
Dividends on Preference Stock 20,813 20,813 6,938 6,938
========== ========== ========== ==========
Net Income (Loss) Applicable to Common Stock $(132,226) $(432,285) $ (60,422) $ 40,702
========== ========== ========== ==========
Average Number of Common Shares Outstanding 92,765 92,632 92,834 92,654
========== ========== ========== ==========
Earnings (Loss) Per Common Share (Exhibit 11):
Income (Loss) Before Cumulative Effect
of Accounting Changes $ (1.34) $ .23 $ (.65) $ .43
========== ========== ========== ==========
Cumulative Effect of Accounting Changes $ (.08) $ (4.90) $ --- $ ---
========== ========== ========== ==========
Net Income (Loss) $ (1.42) $ (4.67) $ (.65) $ .43
========== ========== ========== ==========
Cash dividends declared $ .15 $ .15 $ .05 $ .05
========== ========== ========== ==========
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-2-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands of dollars)
September 30, December 31,
1993 1992
(unaudited)
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ASSETS:
Current Assets:
Cash and cash equivalents $ 31,020 $ 36,678
Short-term investments 81,071 54,932
Receivables - net 504,181 469,846
Inventories 516,451 479,511
Prepaid expenses 31,522 24,622
Deferred income taxes 76,967 76,911
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Total Current Assets 1,241,212 1,142,500
========= =========
Timber and timberlands, at cost - less cost of
timber harvested 2,027,239 2,011,567
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Property, plant and equipment, at cost 8,557,622 8,218,903
Less - Accumulated Depreciation (2,693,882) (2,456,043)
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5,863,740 5,762,860
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Other assets and deferred charges 439,840 464,505
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Total Assets $9,572,031 $9,381,432
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Current installments of long-term debt $ 11,365 $ 21,147
Accounts and notes payable and accrued liabilities 760,683 757,092
Income taxes 4,045 8,132
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Total Current Liabilities 776,093 786,371
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Long-term debt 3,694,698 3,290,875
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Other liabilities 652,519 637,275
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Deferred income taxes 1,092,528 1,159,244
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Minority interest in subsidiaries 52,583 48,864
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Preference stock, $1.00 par value, $92.50 cumulative
convertible series; 300,000 shares issued and
outstanding (redeemable for $300,000) 300,000 300,000
---------- ----------
Shareholders' Equity:
Preference stock, no series, 6,731,431 shares
authorized but unissued --- ---
Capital Shares:
Common (93,001,578 and 92,879,567 shares
outstanding at September 30, 1993 and
December 31, 1992, respectively) 48,171 48,079
Capital Surplus 1,162,898 1,158,150
Retained Earnings 1,917,952 2,064,120
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3,129,021 3,270,349
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Treasury shares, at cost (100,233) (100,201)
Cumulative translation adjustment (25,178) (11,345)
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Total Shareholders' Equity 3,003,610 3,158,803
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Total Liabilities and Shareholders' Equity $ 9,572,031 $9,381,432
========== ==========
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-3-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CASH FLOWS (unaudited)
(in thousands of dollars)
Nine Months Ended
-------------------------
September 30,
-------------------------
1993 1992
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Cash flows from operating activities:
Net Income (Loss) $(111,413) $(411,472)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Cumulative effect of accounting changes 7,523 454,314
Depreciation expense and cost of timber harvested 325,921 300,625
Gain on sale of assets (4,351) (108,036)
Deferrals of pre-operating and start-up costs (19,660) (13,709)
(Increase)/decrease in receivables (36,751) (29,166)
(Increase)/decrease in inventories (42,237) 9,787
(Increase)/decrease in prepaid expenses (7,341) (6,081)
Increase/(decrease) in accounts and notes payable
and accrued liabilities (16,135) 2,805
Increase/(decrease) in accrued interest payable 19,228 16,171
Increase/(decrease) in income taxes (3,780) 15,386
Increase/(decrease) in other liabilities (4,156) 3,898
Increase/(decrease) in deferred income taxes (37,515) (24,840)
All other - net 32,314 10,880
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Net cash provided by (used in) operating activities 101,647 220,562
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Cash flows from investing activities:
Expenditures for property, plant and equipment (387,940) (411,977)
Timber and timberlands expenditures (84,814) (66,215)
Purchase of investments (116,454) (192,051)
Proceeds from redemption of investments 94,100 148,033
Proceeds from sales of property, plant and equipment
and timber and timberlands 14,084 151,350
All other - net (15,370) (49,255)
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Net cash provided by (used in) investing activities (496,394) (420,115)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 1,200,351 388,831
Payments of current installments of long-term debt
and long-term debt (778,624) (214,754)
Cash dividends paid (34,747) (34,744)
All other - net 2,109 (4,714)
--------- ---------
Net cash provided by (used in) financing activities 389,089 134,619
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Increase/(decrease) in cash and cash equivalents (5,658) (64,934)
Cash and Cash Equivalents:
Beginning of period 36,678 112,696
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End of period $ 31,020 $ 47,762
========= =========
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest (net of capitalized amounts) $ 141,283 $ 142,315
Income taxes (net of refunds) 7,235 15,703
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-4-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (unaudited)
September 30, 1993
Note 1.
The unaudited information furnished in this report reflects all adjustments
which are, in the opinion of management, necessary to present fairly a
statement of the results for the interim periods reported. All such adjustments
made were of a normal recurring nature.
Note 2.
Other (income) expense - net for the three month and nine month periods ended
September 30, 1992 includes non-recurring pre-tax income of $90 million and $136
million, respectively, primarily from the sale of timberlands.
Note 3.
Income Taxes (Benefit) for the three month and nine month periods ended
September 30, 1993 includes a provision of $23 million to reflect a one-time
adjustment to the company's deferred tax liability for changes in 1993 corporate
income tax rates in the United States and Canada.
Note 4.
In the fourth quarter of 1993, the company adopted, retroactive to January 1,
1993, Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits." The standard requires an accrual
method of accounting for postemployment benefits. Prior to adoption, the
company was on a cash basis of accounting for certain of these postemployment
benefits. The cumulative effect of adopting Statement No. 112, as of January 1,
1993, resulted in an after-tax charge of $7.5 million ($.08 per share) to 1993
earnings after reduction of approximately $4.7 million for income tax
effects. The effect of adoption on 1993 results, after recording the cumulative
effect, was not material.
The cumulative effect of accounting changes for the nine months ended September
30, 1992 is the after-tax effect of adopting a new accounting standard for
postretirement benefits other than pensions and a new accounting standard for
income taxes.
-5-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
----------------------
Results of Operations
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Summary
In the fourth quarter of 1993, the company adopted, retroactive to January 1,
1993, Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits." The cumulative effect of adopting
Statement No. 112, as of January 1, 1993, resulted in an after-tax charge of
$7.5 million ($.08 per share) to 1993 earnings, after reduction of approximately
$4.7 million for income tax effects.
The company reported a third quarter loss of $53 million, compared to last
year's net income of $48 million and a loss of $22 million last quarter. The
third quarter fully diluted loss per share of 65 cents included a one-time,
non-cash charge of $23 million, or 25 cents per share, to reflect the impact on
the company's deferred tax liability of recent changes in the corporate income
tax rates in the United States and Canada. Excluding this one-time charge,
results were a per share loss of 40 cents, compared to a loss of 31 cents in the
second quarter.
In last year's third quarter, the company reported earnings per share of 43
cents, including several non-recurring items, primarily asset sales. Excluding
those items, year-ago results were a per share loss of 26 cents. The asset
sales, which generated pre-tax income of $90 million, were included in Other
(income) expense - net for last year.
Operating income of $2 million declined from $34 million last year, due
primarily to lower results for U.S. and Canadian market pulp operations and
domestic printing and writing papers operations. Operating income was down from
$16 million last quarter, as the decline in wood products prices and log sales
more than offset the improvement in operating performance and prices for certain
paper grades.
For the first nine months, the company reported a loss before the cumulative
effect of an accounting change of $104 million and a per share loss of $1.34,
compared to income before the cumulative effect of accounting changes of $43
million and earnings per share of 23 cents last year. Excluding non-recurring
items and the cumulative effect of accounting changes, results were a loss of
$81 million and a per share loss of $1.09 for the first nine months of this
year, compared to a loss of $50 million and per share loss of 77 cents for the
first nine months of last year.
Paper Segment
For the company's paper segment, the third quarter loss from operations of $22
million compared to income of $15 million a year ago and a loss of $36 million
last quarter.
The operating loss for the domestic printing and writing papers business
represented a substantial decline from the small operating profit a year ago
primarily due to higher costs and reduced shipments. However, results improved
from last quarter's operating loss due to higher prices for uncoated free sheet
papers and increased shipments. Late in the third quarter, uncoated paper
prices weakened somewhat.
The environmental improvement and modernization project at the company's Canton,
North Carolina, mill was completed on July 24, and the new No. 35 paper machine
at the Courtland, Alabama, mill started up on August 29. The No. 35 machine,
when fully operational, will have an annual capacity of 240,000 tons of uncoated
free sheet papers.
-6-
At the Brazilian subsidiary, Champion Papel e Celulose Ltda., operating income
declined from last year and last quarter due to lower domestic and export prices
attributable to increased industry capacity and weak export markets. Paper
shipments were up slightly and pulp shipments were down slightly from last year
and last quarter. Reflecting weak overall results at the company's U.S.
operations, approximately 83% of the company's consolidated operating income,
before general corporate expense, in the first nine months of 1993 was
attributable to the Brazilian subsidiary.
Operating income for the publication papers business improved substantially from
the loss of a year ago and was up slightly from last quarter. Shipments were
higher than last year and last quarter for coated free sheet papers, but lower
than last year and last quarter for coated groundwood grades. Prices for coated
groundwood grades were higher than last year and last quarter due to a price
increase which became effective July 1. However, prices for all coated grades
weakened early in the fourth quarter.
The operating loss for the company's U.S. and Canadian market pulp operations
represented a substantial decline from last year's operating income and a slight
decline from last quarter's loss. Prices for softwood and hardwood pulp grades
were lower than last year and last quarter due to continuing weak demand and
excess industry capacity. Shipments also declined from last year and last
quarter due to scheduled maintenance outages at certain of the company's pulp
mills. Additional maintenance outages are scheduled at certain pulp mills in
the fourth quarter.
The company's newsprint business incurred a sizeable loss for the quarter.
Results declined slightly from last year primarily due to higher operating
costs, but improved from last quarter. Shipments were up from last year and
last quarter. Prices were higher than last year, but lower than the second
quarter due to continued weak demand.
The packaging business had approximately break-even results, down from the
operating income of last year and last quarter. Prices for linerboard continued
a decline which began in the second quarter of 1992. However, a price increase
for linerboard was announced early in the fourth quarter.
Wood Products Segment
The company's wood products segment, which includes the wood-related operations
of the Canadian subsidiary, Weldwood of Canada Limited, reported third quarter
income from operations of $32 million, up from $28 million last year due to
higher prices, but down substantially from $65 million last quarter due to lower
prices and decreased log and timber sales from western U.S. timberlands. Early
in the fourth quarter, prices began to improve somewhat due to an increase in
housing starts and rebuilding of inventories by wholesalers.
Financial Condition
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General
The company's current ratio was 1.6 to 1 at September 30, 1993 and June 30, 1993
compared to 1.5 to 1 at year-end 1992. Total debt to total capitalization was
46% at September 30, 1993 compared to 45% at June 30, 1993 and 42% at year-end
1992.
As discussed below, in the first nine months of 1993 and 1992, the company's net
cash provided by operating activities was not sufficient to meet the
requirements of its investing activities (principally capital expenditures) and
its financing activities (principally debt payments and cash dividends). Each
year the approximate difference was financed through borrowings and through cash
and cash equivalents. Net borrowings generated cash proceeds of $422 million in
the first nine months of 1993, compared to $174 million in the same period last
year. Cash and cash equivalents decreased by $6 million in the first nine
months of 1993 and by $65 million in the first nine months of 1992.
-7-
Looking ahead, the company anticipates that net cash provided by operating
activities supplemented by the proceeds of borrowings, including borrowings
under or supported by its bank lines of credit, will be sufficient to meet the
capital expenditure, debt payment and dividend requirements of the company. The
company presently anticipates that capital spending will be approximately $500
million in 1993. With the completion of the company's extensive capital
improvement program in the third quarter, the company now will reduce capital
spending to levels required for routine capital replacements, environmental
compliance and incremental improvements.
Operating Activities
For the first nine months, net cash provided by operating activities of $102
million was down from $221 million a year ago principally due to substantially
lower results before the cumulative effect of accounting changes, as discussed
above.
Investing Activities
For the first nine months, net cash used in investing activities of $496 million
was up from $420 million a year ago. The increase was principally due to
reduced proceeds from asset sales, partially offset by lower net investments in
marketable securities.
On October 7, 1993, the company sold the sawmill complex at Lumber City and
Swainsboro, Georgia to ITT Rayonier for approximately $2.4 million.
On November 1, 1993, the company closed the sale of approximately 870,000 acres
of timberlands in Montana to Plum Creek Timber Company, L.P. and the sale of the
company's wood products facilities at Bonner and Libby, Montana to Stimson
Lumber Company. Net cash proceeds of approximately $284 million from these
sales will be used primarily to reduce long-term debt, including redemption of
$77.5 million principal amount of 10 5/8% Sinking Fund Debentures and $100
million principal amount of 9 1/2% Sinking Fund Debentures. Redemption of these
two issues, while generating cash and interest expense savings, will result in a
pre-tax expense of approximately $21 million in the fourth quarter of 1993.
Financing Activities
For the first nine months, net cash provided by financing activities of $389
million was up from $135 million a year ago, principally as the result of an
increase in net borrowings attributable to the reduced proceeds from asset sales
and the decline in net cash provided by operating activities described above.
At September 30, 1993, the company had $673 million of U.S. commercial paper and
other short-term obligations outstanding, all of which are classified as
long-term debt, down from $729 million at June 30, 1993 and $721 million at
year-end 1992. In addition, at September 30, 1993, the company had $278 million
of notes outstanding under its U.S. bank lines of credit, up from $164 million
at June 30, 1993 and $178 million at year-end 1992. Domestically, at September
30, 1993, $673 million of the company's unused bank lines of credit of $737
million support the classification of commercial paper and other short-term
obligations as long-term debt.
On September 2, 1993, the company issued $100 million of 7 5/8% Debentures due
September 1, 2023. The net proceeds of the issue were used to pay a portion of
the company's commercial paper and short-term notes at maturity.
On October 5, 1993, the company borrowed $10 million through the issuance of
long-term tax-exempt bonds. The net proceeds are being applied to the payment
of a portion of the costs of the environmental improvement and modernization
project at company's Canton, North Carolina, mill.
The principal payment requirements under the terms of all long-term agreements
for the period from October 1 through December 31, 1993 are $1 million and for
the years 1994 through 1997 are $154 million, $368 million, $1,093 million and
$264 million, respectively.
-8-
The Environment
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Proposed EPA Regulations
The company will incur capital expenditures, in addition to those set forth in
the company's Annual Report on Form 10-K for the fiscal year ended December 31,
1992 (the "1992 Form 10-K"), to meet the requirements of the federal Clean Air
Act Amendments of 1990 (the "Clean Air Act") and state air toxics regulations as
well as the federal Water Pollution Control Act (the "Clean Water Act")
(collectively, the "Acts"). On October 31, 1993, the United States
Environmental Protection Agency proposed implementing regulations pursuant to
the Acts, with certain additional Clean Air Act implementing regulations
expected to be issued in 1994. All of the regulations are expected to become
final in 1995, with compliance required by 1998.
With respect to the Clean Water Act, the proposed regulations provide for oxygen
delignification and chlorine dioxide substitution as the preferred technology to
reduce the potential for the formation of dioxin in the pulp bleaching process.
The company has implemented and is continuing to implement this technology at
its bleached kraft mills. If the final regulations continue to designate oxygen
delignification and chlorine dioxide substitution as the preferred technology,
the company presently anticipates that it will incur capital expenditures to
meet the requirements of the Clean Water Act, additional to those set forth in
its 1992 Form 10-K, of approximately $25 million over the period of
approximately 1995 to 1998.
Assuming that the Clean Air Act regulations to be proposed in 1994 use a range
of standards currently expected by the company and that all of the regulations
pursuant to the Clean Air Act are adopted as proposed, the company presently
anticipates that it will incur capital expenditures to meet the requirements of
the Clean Air Act and state air toxics regulations, additional to those set
forth in its 1992 Form 10-K, of $100 million to $200 million over the period of
approximately 1995 to 1998.
Federal Executive Order
On October 20, 1993, President Clinton issued an executive order covering the
purchase of uncoated printing and writing papers by the federal government. The
order establishes a minimum post-consumer recycled content for such paper
purchased by federal agencies of 20% commencing at the end of 1994, increasing
to 30% at the end of 1998. In addition, for certain types of such paper, the
order requires a minimum content of 50% recovered materials (i.e., waste
materials and by-products).
Although the federal government purchases less than 2% of the paper produced in
the United States, federal government procurement standards sometimes are
adopted by state and local governments and private industry. The sale of
uncoated printing and writing papers by the company to the federal government
accounts for an immaterial portion of total company sales. However, the sale of
domestic uncoated printing and writing papers by the company to all customers
accounted for approximately 17% of total company sales in the first nine months
of 1993.
The company currently is reviewing the executive order and its possible
implications, including the extent to which additional facilities would be
required to meet its standards and the extent to which purchasers other than the
federal government are likely to adopt similar standards. The company may incur
capital expenditures, additional to those set forth in its 1992 Form 10-K, to
meet the recycled content requirements of the executive order and of the
marketplace generally. However, in view of the uncertainties, the company is
not yet in a position to provide a meaningful estimate of any such costs or of
the impact of the executive order on demand for virgin market pulp produced by
the company.
-9-
Legal Proceedings
On September 18, 1992, two actions were filed, one in the District Court of
Harris County, Texas and the other in the District Court of Brazoria County,
Texas, against the company, Simpson Pasadena Paper Company, the Gulf Coast Waste
Disposal Authority and eight other corporations and individuals. The actions
seek unspecified compensatory damages allegedly resulting from the purported
discharge of dioxin into the Brazos River, Galveston Bay, the Neches River and
their adjacent waters from the company's Sheldon and Lufkin, Texas mills,
Simpson's Pasadena, Texas mill (acquired from the company in 1987) and the other
defendants' mills and plants. These actions were reported in the company's 1992
Form 10-K and the company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993. On September 2, 1993, at the plaintiffs' request, each of these
actions was dismissed with respect to the company's Lufkin mill.
-10-
PART II. OTHER INFORMATION
---------------------------
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 1. Legal Proceedings.
- --------------------------
On September 18, 1992, two actions were filed, one in the District Court of
Harris County, Texas and the other in the District Court of Brazoria County,
Texas, against the company, Simpson Pasadena Paper Company, the Gulf Coast Waste
Disposal Authority and eight other corporations and individuals. The actions
seek unspecified compensatory damages allegedly resulting from the purported
discharge of dioxin into the Brazos River, Galveston Bay, the Neches River and
their adjacent waters from the company's Sheldon and Lufkin, Texas mills,
Simpson's Pasadena, Texas mill (acquired from the company in 1987) and the other
defendants' mills and plants. These actions were reported in the company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and the
company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
On September 2, 1993, at the plaintiffs' request, each of these actions was
dismissed with respect to the company's Lufkin mill.
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) See exhibit index following the signature page.
(b) The company filed a Current Report on Form 8-K dated September
2, 1993 which reported the sale of $100 million aggregate principal
amount of the company's 7 5/8% Debentures due September 1, 2023
pursuant to the company's shelf registration statements (No. 33-36998
and No. 33-47959).
-11-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the undersigned on behalf of the registrant as duly
authorized officers thereof and in their capacities as the chief accounting
officers of the registrant.
Champion International Corporation
----------------------------------
(Registrant)
Date: January 26, 1994 John M. Nimons
- ---------------------------------- --------------------------------
(Signature)
John M. Nimons
Vice President and Controller
Date: January 26, 1994 Kenwood C. Nichols
- ---------------------------------- --------------------------------
(Signature)
Kenwood C. Nichols
Vice Chairman
-12-
EXHIBIT INDEX
Each exhibit is listed according to the number assigned to it in the Exhibit
Table of Item 601 of Regulations S-K.
11 - Calculation of Primary Earnings Per Common Share and Fully Diluted
Earnings per Common Share (unaudited).