1
GENZYME CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF WEIGHTED AVERAGE SHARES
USED IN COMPUTING EARNINGS PER SHARE AMOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
---------------------- ------------------------ ----------
COMMON COMMON COMMON
AND COMMON ASSUMING AND COMMON ASSUMING AND COMMON
EQUIVALENT FULL EQUIVALENT FULL EQUIVALENT
SHARE DILUTION SHARE DILUTION SHARE
---------- -------- ---------- ----------- ----------
APPLICABLE TO GENERAL DIVISION STOCK (C):
Common stock outstanding, beginning of year ............ 26,447 26,447 24,292 24,292 23,830
Weighted average common stock issued during the year ... 1,319 2,441 178 178 208
Weighted average common stock assuming
exercise of options ................................... 1,378 1,506 546 596 703
Weighted average common stock assuming
exercise of warrants .................................. 948 1,026 1,153 1,202 1,509
Weighted average common stock assuming conversion of
6 3/4% Convertible Subordinated Notes ................. (A) 1,891 (A) 1,891 (B)
------ ------ ------ ------ ------
Weighted average number of shares outstanding .......... 30,092 33,311 26,169 28,159 26,250
====== ====== ====== ====== ======
APPLICABLE TO TR STOCK (C):
Common stock outstanding, beginning of year ............ 8,675 3,279 3,217
Weighted average common stock issued during the year ... 984 299 28
Weighted average common stock assuming
exercise of options ................................... (B) (B) (B)
Weighted average common stock assuming
exercise of warrants .................................. (B) (B) (B)
Weighted average common stock assuming conversion of
6 3/4% Convertible Subordinated Notes ................. (A) (A) (B)
------ ------ ------
Weighted average number of shares outstanding .......... 9,659 3,578 3,245
====== ====== ======
(A) These securities are "other potentially dilutive" securities which effect
is included, to the extent such effect is dilutive, in the determination of
weighted average shares assuming full dilution.
(B) The effect of assumed conversion is antidilutive.
(C) Computations for 1993 and 1994 give retroactive effect to the provisions of
the Genzyme Stock Proposal and, accordingly, are pro-forma presentations.