EXHIBIT (99)(A)
PRO FORMA FINANCIAL INFORMATION
PRO FORMA COMBINED CONDENSED BALANCE SHEET
(CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY)
MARCH 31, 1995
(UNAUDITED)
The following unaudited pro forma combined condensed balance sheet combines
the consolidated historical balance sheets of the Corporation, the Purchase
Acquisitions and First Fidelity as if all of the entities had been combined as
of March 31, 1995, on a purchase accounting basis with respect to the Purchase
Acquisitions (pending at March 31, 1995, or announced on or before May 15, 1995)
and on a pooling of interests accounting basis with respect to the Merger.
PURCHASE PRO FORMA PRO FORMA FIRST PRO FORMA
(IN THOUSANDS) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED FIDELITY ADJUSTMENTS
ASSETS
Cash and due from banks............. $ 3,157,119 119,482 (1,109,452 ) 2,167,149 1,796,869 --
Interest-bearing balances........... 722,062 29,504 -- 751,566 131,886 --
Federal funds sold and securities
purchased under resale
agreements........................ 1,488,462 34,607 -- 1,523,069 10,000 --
Total cash and cash equivalents... 5,367,643 183,593 (1,109,452 ) 4,441,784 1,938,755 --
Trading account assets.............. 1,453,038 -- -- 1,453,038 70,275 --
Securities available for sale....... 7,298,853 499,310 -- 7,798,163 3,402,687 --
Investment securities............... 3,634,798 2,312,908 (62,800 ) 5,884,906 3,796,809 --
Loans, net of unearned income....... 55,767,718 7,667,537 (857 ) 63,434,398 24,092,530 --
Allowance for loan losses......... (968,828) (61,996) -- (1,030,824) (581,395) --
Loans, net........................ 54,798,890 7,605,541 (857 ) 62,403,574 23,511,135 --
Premises and equipment.............. 1,771,052 102,940 (24,152 ) 1,849,840 432,005 --
Due from customers on acceptances... 302,248 -- -- 302,248 182,096 --
Mortgage servicing rights........... 80,266 11,067 16,862 108,195 47,690 --
Credit card premium................. 54,703 -- -- 54,703 -- --
Other intangible assets............. 1,172,106 80,098 615,438 1,867,642 730,461 --
Other assets........................ 1,921,011 212,176 (16,570 ) 2,116,617 1,287,823 --
Total assets...................... $77,854,608 11,007,633 (581,531 ) 88,280,710 35,399,736 --
LIABILITIES AND
STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing............... 10,412,883 340,274 -- 10,753,157 5,110,710 --
Interest-bearing.................. 46,390,022 7,062,260 -- 53,452,282 22,833,529 --
Total deposits.................. 56,802,905 7,402,534 -- 64,205,439 27,944,239 --
Short-term borrowings............... 9,581,076 1,646,165 -- 11,227,241 2,799,335 --
Bank acceptances outstanding........ 302,248 -- -- 302,248 182,096 --
Other liabilities................... 1,876,219 166,144 16,793 2,059,156 776,649 --
Long-term debt...................... 3,801,426 908,090 -- 4,709,516 813,614 --
Total liabilities............... 72,363,874 10,122,933 16,793 82,503,600 32,515,933 --
STOCKHOLDERS' EQUITY
Preferred stock..................... -- 5,500 (5,500 ) -- 228,474 --
Common stock........................ 573,564 52,504 (29,951 ) 596,117 82,013 274,909
Paid-in capital..................... 1,272,386 612,112 (348,289 ) 1,536,209 1,255,866 (403,432)
Retained earnings................... 3,741,801 271,224 (271,224 ) 3,741,801 1,493,009 --
Less: Treasury stock................ -- (50,235) 50,235 -- (128,523) 128,523
Unrealized loss on debt and equity
securities........................ (97,017) (6,405) 6,405 (97,017) (47,036) --
Total stockholders' equity...... 5,490,734 884,700 (598,324 ) 5,777,110 2,883,803 --
Total liabilities and
stockholders' equity.......... $77,854,608 11,007,633 (581,531 ) 88,280,710 35,399,736 --
PRO FORMA
(IN THOUSANDS) COMBINED
ASSETS
Cash and due from banks............. 3,964,018
Interest-bearing balances........... 883,452
Federal funds sold and securities
purchased under resale
agreements........................ 1,533,069
Total cash and cash equivalents... 6,380,539
Trading account assets.............. 1,523,313
Securities available for sale....... 11,200,850
Investment securities............... 9,681,715
Loans, net of unearned income....... 87,526,928
Allowance for loan losses......... (1,612,219)
Loans, net........................ 85,914,709
Premises and equipment.............. 2,281,845
Due from customers on acceptances... 484,344
Mortgage servicing rights........... 155,885
Credit card premium................. 54,703
Other intangible assets............. 2,598,103
Other assets........................ 3,404,440
Total assets...................... 123,680,446
LIABILITIES AND
STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing............... 15,863,867
Interest-bearing.................. 76,285,811
Total deposits.................. 92,149,678
Short-term borrowings............... 14,026,576
Bank acceptances outstanding........ 484,344
Other liabilities................... 2,835,805
Long-term debt...................... 5,523,130
Total liabilities............... 115,019,533
STOCKHOLDERS' EQUITY
Preferred stock..................... 228,474
Common stock........................ 953,039
Paid-in capital..................... 2,388,643
Retained earnings................... 5,234,810
Less: Treasury stock................ --
Unrealized loss on debt and equity
securities........................ (144,053)
Total stockholders' equity...... 8,660,913
Total liabilities and
stockholders' equity.......... 123,680,446
See accompanying notes to pro forma financial information.
1
PRO FORMA COMBINED CONDENSED INCOME STATEMENTS
(CORPORATION AND THE PURCHASE ACQUISITIONS)
(UNAUDITED)
The following unaudited pro forma combined condensed statements of income
present the combined statements of income of the Corporation and the Purchase
Acquisitions assuming the companies had been combined for each period presented
on a purchase accounting basis (effective as of January 1, 1994).
FIRST UNION PURCHASE PRO FORMA PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED
THREE MONTHS ENDED MARCH 31, 1995
Interest income.......................................................... $1,447,892 188,762 (18,555) 1,618,099
Interest expense......................................................... 668,209 120,251 -- 788,460
Net interest income...................................................... 779,683 68,511 (18,555) 829,639
Provision for loan losses................................................ 32,500 3,116 -- 35,616
Net interest income after provision for loan losses...................... 747,183 65,395 (18,555) 794,023
Securities available for sale transactions............................... 3,635 239 -- 3,874
Investment security transactions......................................... 217 -- -- 217
Noninterest income....................................................... 301,539 19,766 -- 321,305
Noninterest expense...................................................... 684,702 57,084 5,163 746,949
Income before income taxes............................................... 367,872 28,316 (23,718) 372,470
Income taxes............................................................. 130,963 13,304 (8,932) 135,335
Net income............................................................... 236,909 15,012 (14,786) 237,135
Dividends on preferred stock............................................. 7,029 -- -- 7,029
Net income applicable to common stockholders............................. $ 229,880 15,012 (14,786) 230,106
Pro forma per common share data
Net income available to common stockholders............................ $ 1.32 1.30
Average common shares (in thousands)................................... 173,929 176,714
FIRST UNION PURCHASE PRO FORMA PRO FORMA
(IN THOUSANDS EXCEPT PER SHARE DATA) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED
YEAR ENDED DECEMBER 31, 1994
Interest income.......................................................... $5,094,661 726,224 (71,551) 5,749,334
Interest expense......................................................... 2,060,946 424,282 -- 2,485,228
Net interest income...................................................... 3,033,715 301,942 (71,551) 3,264,106
Provision for loan losses................................................ 100,000 1,008 -- 101,008
Net interest income after provision for loan losses...................... 2,933,715 300,934 (71,551) 3,163,098
Securities available for sale transactions............................... (11,507 ) 2,275 -- (9,232 )
Investment security transactions......................................... 4,006 -- -- 4,006
Noninterest income....................................................... 1,166,470 50,794 -- 1,217,264
Noninterest expense...................................................... 2,677,228 246,965 46,242 2,970,435
Income before income taxes............................................... 1,415,456 107,038 (117,793) 1,404,701
Income taxes............................................................. 490,076 33,855 (36,232) 487,699
Net income............................................................... 925,380 73,183 (81,561) 917,002
Dividends on preferred stock............................................. 25,353 -- -- 25,353
Net income applicable to common stockholders before redemption
premium................................................................ 900,027 73,183 (81,561) 891,649
Redemption premium on preferred stock.................................... 41,355 -- -- 41,355
Net income applicable to common stockholder after redemption premium..... $ 858,672 73,183 (81,561) 850,294
Pro forma per common share data
Net income available to common stockholders before redemption
premium.............................................................. $ 5.22 4.98
Net income available to common stockholders after redemption premium... $ 4.98 4.75
Average common shares (in thousands)................................... 172,543 178,924
See accompanying notes to pro forma financial information.
2
PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
(CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY)
(UNAUDITED)
The following unaudited pro forma combined condensed statements of income
present the combined statements of income of the Corporation, the Purchase
Acquisitions and First Fidelity assuming the companies had been combined for
each period presented on a purchase accounting basis as to the Purchase
Acquisitions (for the three months ended March 31, 1995, and the year ended
December 31, 1994, only) and on a pooling of interests accounting basis as to
the Merger.
THREE MONTHS ENDED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE MARCH 31, YEARS ENDED DECEMBER 31,
DATA) 1995 1994 1994 1993 1992 1991 1990
Interest income.......................... $2,193,205 1,677,225 7,885,486 6,601,528 6,608,666 7,031,400 7,549,088
Interest expense......................... 1,015,800 600,423 3,217,264 2,481,952 2,941,680 4,070,885 4,806,471
Net interest income...................... 1,177,405 1,076,802 4,668,222 4,119,576 3,666,986 2,960,515 2,742,617
Provision for loan losses................ 45,616 49,000 180,008 369,753 642,708 946,284 923,409
Net interest income after provision for
loan
losses................................. 1,131,789 1,027,802 4,488,214 3,749,823 3,024,278 2,014,231 1,819,208
Securities available for sale
transactions........................... 10,947 8,382 8,488 25,767 34,402 -- --
Investment security transactions......... 217 615 4,006 14,452 1,944 208,614 32,271
Noninterest income....................... 423,577 374,908 1,616,488 1,541,569 1,360,202 1,254,635 1,028,755
Noninterest expense...................... 1,018,789 907,245 4,040,064 3,536,346 3,443,524 2,777,665 2,564,124
Income before income taxes............... 547,741 504,462 2,077,132 1,795,265 977,302 699,815 316,110
Income taxes............................. 197,671 173,137 709,067 578,912 278,514 129,843 59,868
Net income............................... 350,070 331,325 1,368,065 1,216,353 698,788 569,972 256,242
Dividends on preferred stock............. 12,237 10,857 46,020 45,553 53,040 51,746 47,151
Net income applicable to common
stockholders before redemption
premium................................ 337,833 320,468 1,322,045 1,170,800 645,748 518,226 209,091
Redemption premium on preferred stock.... -- -- 41,355 -- -- -- --
Net income applicable to common
stockholders after redemption
premium................................ $ 337,833 320,468 1,280,690 1,170,800 645,748 518,226 209,091
Pro forma per common share data:
Net income applicable to common
stockholders before redemption
premium.............................. $ 1.18 1.14 4.59 4.30 2.53 2.34 .97
Net income applicable to common
stockholders after redemption
premium.............................. $ 1.18 1.14 4.45 4.30 2.53 2.34 .97
Average common shares (in thousands)..... 285,351 281,910 288,043 272,439 255,384 221,469 215,529
Corporation historical per common
share data:
Net income applicable to common
stockholders before redemption
premium............................ $ 1.32 1.27 5.22 4.73 2.23 2.24 1.68
Net income applicable to common
stockholders after redemption
premium............................ $ 1.32 1.27 4.98 4.73 2.23 2.24 1.68
Average common shares (in thousands)..... 173,929 170,314 172,543 167,692 158,683 140,003 135,622
See accompanying notes to pro forma financial information.
3
PRO FORMA COMPUTATIONS OF CONSOLIDATED
RATIOS OF EARNINGS TO FIXED CHARGES
(CORPORATION AND FIRST FIDELITY)
(UNAUDITED)
THREE
MONTHS
ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
(DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations................................... $ 543,143 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding capitalized
interest..................................... 261,880 816,102 607,462 569,638 866,728 1,402,761
(A.) Earnings.................................. $ 805,023 2,903,989 2,402,727 1,546,940 1,566,543 1,718,871
Interest, excluding interest on deposits....... $ 244,531 746,938 537,964 501,556 803,787 1,349,953
One-third of rents............................. 17,349 69,164 69,498 68,082 62,941 52,808
Capitalized interest........................... 4 1,120 285 381 2,326 3,144
(B.) Fixed charges............................. $ 261,884 817,222 607,747 570,019 869,054 1,405,905
Consolidated ratios of earnings to fixed
charges, excluding interest on deposits
(A./B.)...................................... 3.07x 3.55 3.95 2.71 1.80 1.22
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations................................... $ 543,143 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding capitalized
interest..................................... 912,898 2,862,146 2,551,450 3,009,762 4,133,826 4,859,279
(C.) Earnings.................................. $1,456,041 4,950,033 4,346,715 3,987,064 4,833,641 5,175,389
Interest, including interest on deposits....... $ 895,549 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471
One-third of rents............................. 17,349 69,164 69,498 68,082 62,941 52,808
Capitalized interest........................... 4 1,120 285 381 2,326 3,144
(D.) Fixed charges............................. $ 912,902 2,863,266 2,551,735 3,010,143 4,136,152 4,862,423
Consolidated ratios of earnings to fixed
charges, including interest on deposits
(C./D.)...................................... 1.59x 1.73 1.70 1.32 1.17 1.06
See accompanying notes to pro forma financial information.
4
PRO FORMA COMPUTATIONS OF CONSOLIDATED
RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(CORPORATION AND FIRST FIDELITY)
(UNAUDITED)
THREE
MONTHS
ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
(DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations................................... $ 543,143 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding preferred stock
dividends and capitalized interest........... 264,755 861,573 628,840 591,458 878,337 1,422,265
(A.) Earnings.................................. $ 807,898 2,949,460 2,424,105 1,568,760 1,578,152 1,738,375
Interest, excluding interest on deposits....... $ 244,531 746,938 537,964 501,556 803,787 1,349,953
One-third of rents............................. 17,349 69,164 69,498 68,082 62,941 52,808
Preferred stock dividends*..................... 8,083 132,846 66,931 74,860 63,354 66,655
Capitalized interest........................... 4 1,120 285 381 2,326 3,144
(B.) Fixed charges............................. $ 269,967 950,068 674,678 644,879 932,408 1,472,560
Consolidated ratios of earnings to fixed
charges, excluding interest on deposits
(A./B.)...................................... 2.99x 3.10 3.59 2.43 1.69 1.18
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations................................... $ 543,143 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding preferred stock
dividends and capitalized interest........... 915,773 2,907,617 2,572,828 3,031,582 4,145,434 4,878,783
(C.) Earnings.................................. $1,458,916 4,995,504 4,368,093 4,008,884 4,845,249 5,194,893
Interest, including interest on deposits....... $ 895,549 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471
One-third of rents............................. 17,349 69,164 69,498 68,082 62,941 52,808
Preferred stock dividends*..................... 8,083 132,846 66,931 74,860 63,354 66,655
Capitalized interest........................... 4 1,120 285 381 2,326 3,144
(D.) Fixed charges............................. $ 920,985 2,996,112 2,618,666 3,085,003 4,199,506 4,929,078
Consolidated ratios of earnings to fixed
charges, including interest on deposits
(C./D.)...................................... 1.58x 1.67 1.67 1.30 1.15 1.05
* Includes redemption premium of $41,355,000 in 1994.
See accompanying notes to pro forma financial information.
5
NOTES TO PRO FORMA FINANCIAL INFORMATION
(1) The pro forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would have
resulted had the Merger and the Purchase Acquisitions indicated in Note (3)
below been consummated at the beginning of the periods indicated, nor is it
necessarily indicative of the results of operations in future periods or
the future financial position of the combined entities. Consummation of the
Merger or any of the Purchase Acquisitions or the RS Financial (as defined
below) acquisition is not contingent upon consummation of any other of such
acquisitions. Consummation of one or all of the Purchase Acquisitions or
the RS Financial acquisition prior to consummation of the Merger would not
materially impact the results of operations of the Corporation.
(2) It is assumed that the Merger will be accounted for on a pooling of
interests accounting basis, and accordingly, the related pro forma
adjustments herein reflect, where applicable, an exchange ratio of (i) 1.35
shares of the Corporation's common stock for each of the 82,013,160 shares
of First Fidelity common stock (excluding 2,697,159 treasury shares) which
were outstanding at March 31, 1995; and (ii) one share of a new series of
the Corporation's class A preferred stock for each share of the three
outstanding series of First Fidelity preferred stock outstanding at March
31, 1995, one series of which includes 4,739,048 shares of convertible
preferred stock. The new series of the Corporation's class A preferred
stock will contain substantially identical terms as the series being
exchanged therefor. The 1.35 exchange ratio is subject to possible
adjustment under certain circumstances.
As a result, information was adjusted for the Merger by the (i) addition of
107,076,601 shares of the Corporation's common stock amounting to
$356,922,000; (ii) elimination of 82,013,160 shares of First Fidelity
common stock amounting to $82,013,000; (iii) cancellation of 2,697,159
treasury shares of First Fidelity at a cost of $128,523,000; and (iv)
recordation of the remaining net amount of $403,432,000 as a reduction in
paid-in capital at March 31, 1995.
The pro forma financial information presented herein does not give effect
to the Corporation's and First Fidelity's plan to repurchase up to 5.5
million shares of First Fidelity common stock or 7.4 million shares of the
Corporation's common stock, or some combination of the two, prior to
consummation of the Merger. In April 1995, the Corporation's Board of
Directors renewed its authorization for the purchase from time to time of
up to 15 million additional shares of the Corporation's common stock. As of
the date hereof, 13.9 million shares could be purchased pursuant to such
authorization, in addition to any repurchases in connection with the
Merger, the Purchase Acquisitions or the RS Financial acquisition.
As of March 31, 1995, the Corporation and First Fidelity had 15,215,953 and
7,004,446 shares of common stock reserved for issuance, respectively,
(excluding, as to the Corporation, shares reserved for issuance in
connection with the Merger, the Purchase Acquisitions, the RS Financial
acquisition, or upon exercise of the rights attached to shares of the
Corporation's common stock).
For the three months ended March 31, 1995, First Fidelity had net income
applicable to common stockholders of $107,727,000.
(3) During the period from January 1, 1994 through May 15, 1995, the
Corporation completed or had pending at May 15, 1995, the following
purchase accounting acquisitions: (i) the acquisition of BancFlorida
Financial Corporation (completed August 1994) with assets of $1.6 billion
for 3.6 million shares of the Corporation's common stock valued at $161
million, (ii) the acquisitions of First Florida Savings Bank, FSB
(completed in April 1995), Ameribanc Investors Group (completed in April
1995), Coral Gables Fedcorp, Inc. (pending at May 15, 1995, completed on
June 1, 1995), and Home Federal Savings Bank of Rome, Georgia (pending at
May 15, 1995, and currently pending), at an aggregate estimated cost of
approximately $622 million in cash, (iii) the acquisitions of American
Savings Bank of Florida, FSB ("American Savings"), United Financial
Corporation of South Carolina, Inc. ("United Financial"), and Columbia
First Bank, FSB ("Columbia") (each of which was pending at May 15, 1995,
and is currently pending) for approximately 14.5 million shares of the
Corporation's common stock valued at approximately $640 million, (iv) the
December 1994 purchase of a DE MINIMUS amount of loans, and the purchase of
deposits from Chase Manhattan Bank of Florida, N.A. ("Chase") and Great
Western Federal Savings Bank ("Great Western"), which in the aggregate
amounted to $1.8 billion, at an aggregate cost of approximately $137
million, and (v) the purchase of deposits of Jacksonville Federal Savings
Association, Citizens Federal Savings Association, Cobb Federal Savings
Association and Hollywood Federal Savings Association from the Resolution
Trust Corporation ("RTC") in the aggregate amount of $640 million, at an
aggregate cost of $68 million. Purchases of deposits from Chase, Great
Western and the RTC do not constitute a sufficient continuity of
operations, and moreover, additional financial data is not available to
develop meaningful and reliable pro forma income statement information with
respect to such purchases.
6
Beginning in the third quarter of 1994 and continuing through the date
hereof, the Corporation (i) paid $161 million to purchase 3.8 million
shares of its common stock expected to be issued in connection with the
American Savings acquisition, (ii) paid $111 million to purchase 2.5
million shares of its common stock expected to be issued in connection with
the United Financial acquisition, and (iii) the Corporation expects to
purchase five million shares of its common stock for approximately $233
million which are expected to be issued in connection with the Columbia
acquisition. Goodwill and deposit base premium of approximately $676
million and $361 million, respectively, are currently expected to result
from the Purchase Acquisitions.
(4) The pro forma financial information presented herein does not include the
Corporation's May 30, 1995 announcement that it has entered into an
agreement to acquire RS Financial Corp. ("RS Financial"). Under the terms
of the agreement, RS Financial stockholders would receive $40.25 worth of
the Corporation's common stock for each share of RS Financial common stock.
Based on 2,772,300 shares of RS Financial common stock outstanding, the
purchase price would be approximately $112 million. RS Financial reported
assets of $810 million at March 31, 1995. The Corporation expects to
purchase up to 50 percent of the Corporation's common stock expected to be
issued in the transaction. This transaction was entered into subsequent to
May 15, 1995, and is not material to the pro forma financial information
presented herein.
(5) The pro forma adjustment amounts related to the pro forma combined
condensed statements of income reflect a 5.74 percent and 4.08 percent cost
of funds for the three months ended March 31, 1995 and the year ended
December 31, 1994, respectively, a six-to-ten year straight-line life
related to investment securities, a nine-year straight-line life related to
loans, a 10-year straight-line life related to premises and equipment and
mortgage servicing rights, a 10-year sum-of-the-years digits method related
to deposit base premium, and a 25-year straight-line life related to
goodwill.
(6) Income per share data has been computed based on the combined historical
net income applicable to common stockholders of the Corporation, First
Fidelity and the Purchase Acquisitions using the historical weighted
average shares outstanding of the Corporation's common stock and the
weighted average outstanding shares, adjusted to equivalent shares of the
Corporation's common stock and of First Fidelity's common stock, as of the
earliest period presented.
(7) Certain insignificant reclassifications have been included herein to
conform statement presentations. Transactions conducted in the ordinary
course of business between the companies are immaterial, and accordingly,
have not been eliminated.
(8) The unaudited pro forma financial information does not include any expenses
or restructuring charges related to the Merger or the Purchase
Acquisitions. Such after-tax restructuring charges are currently estimated
to be $140 million relating to the Merger.
(9) As indicated by the foregoing unaudited pro forma financial information and
based solely on combined financial information as of March 31, 1995, upon
consummation of the Merger and the Purchase Acquisitions, the Corporation's
historical net income per common share for the three months ended March 31,
1995 and year ended December 31, 1994, each would have been diluted by 11
percent. It should not necessarily be assumed, however, that the foregoing
data will represent actual dilution with respect to the Merger and the
Purchase Acquisitions.
(10) For purposes of computing the combined ratios of earnings to fixed charges
of the Corporation and First Fidelity, earnings represent income from
continuing operations before extraordinary items and cumulative effect of a
change in accounting principle plus income taxes and fixed charges
(excluding capitalized interest). Fixed charges, excluding interest on
deposits, represent interest (other than on deposits, but including
capitalized interest), one-third (the proportion deemed representative of
the interest factor) of rents and all amortization of debt issuance costs.
Fixed charges, including interest on deposits, represent all interest
(including capitalized interest), one-third (the proportion deemed
representative of the interest factor) of rents and all amortization of
debt issuance costs. Pretax preferred stock dividends are included in fixed
charges when computing the combined ratios of earnings to fixed charges and
preferred stock dividends.
7