EXHIBIT (99)(B) PRO FORMA FINANCIAL INFORMATION PRO FORMA COMBINED CONDENSED BALANCE SHEET (THE CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY) JUNE 30, 1995 (UNAUDITED) The following unaudited pro forma combined condensed balance sheet combines the consolidated historical balance sheets of the Corporation, the companies involved in the Purchase Acquisitions (as hereinafter defined) and First Fidelity, assuming the companies had been combined as of June 30, 1995, on a purchase accounting basis with respect to the Purchase Acquisitions (pending at June 30, 1995, or announced on or before August 14, 1995) and on a pooling of interests accounting basis with respect to First Fidelity. THE PURCHASE PRO FORMA PRO FORMA FIRST PRO FORMA PRO FORMA (IN THOUSANDS) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED FIDELITY ADJUSTMENTS COMBINED ASSETS Cash and due from banks............ $ 3,191,431 84,413 (595,981) 2,679,863 1,750,833 -- 4,430,696 Interest-bearing balances.......... 446,712 67,273 -- 513,985 455,033 -- 969,018 Federal funds sold and securities purchased under resale agreements....................... 2,052,236 8,275 -- 2,060,511 703,375 -- 2,763,886 Total cash and cash equivalents...................... 5,690,379 159,961 (595,981) 5,254,359 2,909,241 -- 8,163,600 Trading account assets............. 1,559,021 -- -- 1,559,021 100,529 -- 1,659,550 Securities available for sale...... 7,353,926 381,101 -- 7,735,027 2,409,976 -- 10,145,003 Investment securities.............. 3,583,906 1,577,325 (28,790) 5,132,441 3,877,896 -- 9,010,337 Loans, net of unearned income...... 60,020,507 5,575,914 (6,473) 65,589,948 23,999,147 -- 89,589,095 Allowance for loan losses........ (969,122) (45,706) -- (1,014,828) (565,450) -- (1,580,278) Loans, net....................... 59,051,385 5,530,208 (6,473) 64,575,120 23,433,697 -- 88,008,817 Premises and equipment............. 1,881,947 59,022 (14,645) 1,926,324 428,328 -- 2,354,652 Due from customers on acceptances...................... 383,289 -- -- 383,289 161,355 -- 544,644 Mortgage servicing rights.......... 101,024 12,694 8,792 122,510 47,101 -- 169,611 Credit card premium................ 51,005 -- -- 51,005 -- -- 51,005 Other intangible assets............ 1,395,368 70,814 412,390 1,878,572 808,540 -- 2,687,112 Other assets....................... 2,050,362 210,032 1,155 2,261,549 1,185,118 -- 3,446,667 Total assets..................... $83,101,612 8,001,157 (223,552) 90,879,217 35,361,781 -- 126,240,998 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Noninterest-bearing.............. 10,854,459 115,570 -- 10,970,029 5,195,045 -- 16,165,074 Interest-bearing................. 47,987,565 5,209,243 -- 53,196,808 23,623,878 -- 76,820,686 Total deposits................. 58,842,024 5,324,813 -- 64,166,837 28,818,923 -- 92,985,760 Short-term borrowings.............. 11,012,715 1,750,452 -- 12,763,167 2,020,966 -- 14,784,133 Bank acceptances outstanding....... 383,289 -- -- 383,289 161,355 -- 544,644 Other liabilities.................. 1,750,454 144,846 (3,632) 1,891,668 744,470 -- 2,636,138 Long-term debt..................... 5,376,283 247,829 -- 5,624,112 676,750 -- 6,300,862 Total liabilities.............. 77,364,765 7,467,940 (3,632) 84,829,073 32,422,464 -- 117,251,537 STOCKHOLDERS' EQUITY Preferred stock.................... -- -- -- -- 219,219 -- 219,219 Common stock....................... 572,790 16,907 4,973 594,670 81,999 271,939 948,608 Paid-in capital.................... 1,260,261 390,804 (99,387) 1,551,678 1,255,143 (437,293) 2,369,528 Retained earnings.................. 3,912,179 128,674 (128,674) 3,912,179 1,556,804 -- 5,468,983 Less: Treasury stock............... -- (3,329) 3,329 -- (165,354) 165,354 -- Unrealized gain (loss) on debt and equity securities................ (8,383) 161 (161) (8,383) (8,494) -- (16,877) Total stockholders' equity..... 5,736,847 533,217 (219,920) 6,050,144 2,939,317 -- 8,989,461 Total liabilities and stockholders' equity......... $83,101,612 8,001,157 (223,552) 90,879,217 35,361,781 -- 126,240,998 See accompanying notes to pro forma financial information. PRO FORMA COMBINED CONDENSED INCOME STATEMENTS (THE 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 companies involved in the Purchase Acquisitions, assuming the companies had been combined for each period presented on a purchase accounting basis (effective as of January 1, 1994). THE PURCHASE PRO FORMA PRO FORMA (IN THOUSANDS EXCEPT PER SHARE DATA) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED SIX MONTHS ENDED JUNE 30, 1995 Interest income...................................................... $3,000,417 377,671 (40,193) 3,337,895 Interest expense..................................................... 1,406,547 240,696 -- 1,647,243 Net interest income.................................................. 1,593,870 136,975 (40,193) 1,690,652 Provision for loan losses............................................ 76,500 4,130 -- 80,630 Net interest income after provision for loan losses.................. 1,517,370 132,845 (40,193) 1,610,022 Securities available for sale transactions........................... 4,878 (3,679) -- 1,199 Investment security transactions..................................... 1,450 -- -- 1,450 Noninterest income................................................... 628,042 29,339 -- 657,381 Noninterest expense.................................................. 1,399,441 179,316 20,111 1,598,868 Income before income taxes........................................... 752,299 (20,811) (60,304) 671,184 Income taxes......................................................... 266,254 990 (19,709) 247,535 Net income........................................................... 486,045 (21,801) (40,595) 423,649 Dividends on preferred stock......................................... 7,029 -- -- 7,029 Net income applicable to common stockholders......................... 479,016 (21,801) (40,595) 416,620 Pro forma per common share data Net income available to common stockholders........................ $ 2.77 2.32 Average common shares (in thousands)............................... 172,745 179,310 THE PURCHASE PRO FORMA PRO FORMA (IN THOUSANDS EXCEPT PER SHARE DATA) CORPORATION ACQUISITIONS ADJUSTMENTS COMBINED YEAR ENDED DECEMBER 31, 1994 Interest income...................................................... $5,094,661 786,606 (80,286) 5,800,981 Interest expense..................................................... 2,060,946 453,964 -- 2,514,910 Net interest income.................................................. 3,033,715 332,642 (80,286) 3,286,071 Provision for loan losses............................................ 100,000 1,643 -- 101,643 Net interest income after provision for loan losses.................. 2,933,715 330,999 (80,286) 3,184,428 Securities available for sale transactions........................... (11,507) 2,647 -- (8,860 ) Investment security transactions..................................... 4,006 -- -- 4,006 Noninterest income................................................... 1,166,470 55,018 -- 1,221,488 Noninterest expense.................................................. 2,677,228 270,493 52,677 3,000,398 Income before income taxes........................................... 1,415,456 118,171 (132,963) 1,400,664 Income taxes......................................................... 490,076 38,119 (40,535) 487,660 Net income........................................................... 925,380 80,052 (92,428) 913,004 Dividends on preferred stock......................................... 25,353 -- -- 25,353 Net income applicable to common stockholders before redemption premium............................................................ 900,027 80,052 (92,428) 887,651 Redemption premium on preferred stock................................ 41,355 -- -- 41,355 Net income applicable to common stockholders after redemption premium............................................................ $ 858,672 80,052 (92,428) 846,296 Pro forma per common share data Net income available to common stockholders before redemption premium.......................................................... $ 5.22 5.06 Net income available to common stockholders after redemption premium.......................................................... $ 4.98 4.82 Average common shares (in thousands)............................... 172,543 175,554 See accompanying notes to pro forma financial information. PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME (THE 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 companies involved in 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 six months ended June 30, 1995, and the year ended December 31, 1994, only) and on a pooling of interests accounting basis as to First Fidelity. SIX MONTHS ENDED (DOLLARS IN THOUSANDS, JUNE 30, YEARS ENDED DECEMBER 31, EXCEPT PER SHARE DATA) 1995 1994 1994 1993 1992 1991 1990 Interest income........................ $4,493,006 3,434,281 7,937,133 6,601,528 6,608,666 7,031,400 7,549,088 Interest expense....................... 2,112,573 1,254,749 3,246,946 2,481,952 2,941,680 4,070,885 4,806,471 Net interest income.................... 2,380,433 2,179,532 4,690,187 4,119,576 3,666,986 2,960,515 2,742,617 Provision for loan losses.............. 100,630 94,000 180,643 369,753 642,708 946,284 923,409 Net interest income after provision for loan losses.......................... 2,279,803 2,085,532 4,509,544 3,749,823 3,024,278 2,014,231 1,819,208 Securities available for sale transactions......................... 15,242 10,173 8,860 25,767 34,402 -- -- Investment security transactions....... 1,450 1,309 4,006 14,452 1,944 208,614 32,271 Noninterest income..................... 864,592 738,949 1,620,712 1,541,569 1,360,202 1,254,635 1,028,755 Noninterest expense.................... 2,135,961 1,816,102 4,070,027 3,536,346 3,443,524 2,777,665 2,564,124 Income before income taxes............. 1,025,126 1,019,861 2,073,095 1,795,265 977,302 699,815 316,110 Income taxes........................... 373,284 347,323 709,028 578,912 278,514 129,843 59,868 Net income............................. 651,842 672,538 1,364,067 1,216,353 698,788 569,972 256,242 Dividends on preferred stock........... 17,350 22,204 46,020 45,553 53,040 51,746 47,151 Net income applicable to common stockholders before redemption premium.............................. 634,492 650,334 1,318,047 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.............................. $ 634,492 650,334 1,276,692 1,170,800 645,748 518,226 209,091 Pro forma per common share data: Net income applicable to common stockholders before redemption premium............................ $ 2.22 2.32 4.63 4.30 2.53 2.34 .97 Net income applicable to common stockholders after redemption premium............................ $ 2.22 2.32 4.48 4.30 2.53 2.34 .97 Average common shares (in thousands)....................... 285,492 280,153 284,673 272,439 255,384 221,469 215,529 Corporation historical per common share data: Net income applicable to common stockholders before redemption premium.......................... $ 2.77 2.59 5.22 4.73 2.23 2.24 1.68 Net income applicable to common stockholders after redemption premium.......................... $ 2.77 2.59 4.98 4.73 2.23 2.24 1.68 Average common shares (in thousands)....................... 172,745 169,689 172,543 167,692 158,683 140,003 135,622 See accompanying notes to pro forma financial information. PRO FORMA COMPUTATIONS OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES (THE CORPORATION AND FIRST FIDELITY) (UNAUDITED) SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31, (DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990 EXCLUDING INTEREST ON DEPOSITS Pretax income from continuing operations............................ $1,106,241 2,087,887 1,795,265 977,302 699,815 316,110 Fixed charges, excluding capitalized interest.............................. 556,534 816,102 607,462 569,638 866,728 1,402,761 (A.) Earnings........................... $1,662,775 2,903,989 2,402,727 1,546,940 1,566,543 1,718,871 Interest, excluding interest on deposits.............................. $ 523,173 746,938 537,964 501,556 803,787 1,349,953 One-third of rents...................... 33,361 69,164 69,498 68,082 62,941 52,808 Capitalized interest.................... 746 1,120 285 381 2,326 3,144 (B.) Fixed charges...................... $ 557,280 817,222 607,747 570,019 869,054 1,405,905 Consolidated ratios of earnings to fixed charges, excluding interest on deposits (A./B.)...................... 2.98x 3.55 3.95 2.71 1.80 1.22 INCLUDING INTEREST ON DEPOSITS Pretax income from continuing operations............................ $1,106,241 2,087,887 1,795,265 977,302 699,815 316,110 Fixed charges, excluding capitalized interest.............................. 1,905,238 2,862,146 2,551,450 3,009,762 4,133,826 4,859,279 (C.) Earnings........................... $3,011,479 4,950,033 4,346,715 3,987,064 4,833,641 5,175,389 Interest, including interest on deposits.............................. $1,871,877 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471 One-third of rents...................... 33,361 69,164 69,498 68,082 62,941 52,808 Capitalized interest.................... 746 1,120 285 381 2,326 3,144 (D.) Fixed charges...................... $1,905,984 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.)...................... 1.58x 1.73 1.70 1.32 1.17 1.06 See accompanying notes to pro forma financial information. PRO FORMA COMPUTATIONS OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (THE CORPORATION AND FIRST FIDELITY) (UNAUDITED) SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31, (DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990 EXCLUDING INTEREST ON DEPOSITS Pretax income from continuing operations............................ $1,106,241 2,087,887 1,795,265 977,302 699,815 316,110 Fixed charges, excluding preferred stock dividends and capitalized interest.... 566,072 861,573 628,840 591,458 878,337 1,422,265 (A.) Earnings........................... $1,672,313 2,949,460 2,424,105 1,568,760 1,578,152 1,738,375 Interest, excluding interest on deposits.............................. $ 523,173 746,938 537,964 501,556 803,787 1,349,953 One-third of rents...................... 33,361 69,164 69,498 68,082 62,941 52,808 Preferred stock dividends*.............. 26,888 132,846 66,931 74,860 63,354 66,655 Capitalized interest.................... 746 1,120 285 381 2,326 3,144 (B.) Fixed charges...................... $ 584,168 950,068 674,678 644,879 932,408 1,472,560 Consolidated ratios of earnings to fixed charges, excluding interest on deposits (A./B.)...................... 2.86x 3.10 3.59 2.43 1.69 1.18 INCLUDING INTEREST ON DEPOSITS Pretax income from continuing operations............................ $1,106,241 2,087,887 1,795,265 977,302 699,815 316,110 Fixed charges, excluding preferred stock dividends and capitalized interest.... 1,914,776 2,907,617 2,572,828 3,031,582 4,145,434 4,878,783 (C.) Earnings........................... $3,021,017 4,995,504 4,368,093 4,008,884 4,845,249 5,194,893 Interest, including interest on deposits.............................. $1,871,877 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471 One-third of rents...................... 33,361 69,164 69,498 68,082 62,941 52,808 Preferred stock dividends*.............. 26,888 132,846 66,931 74,860 63,354 66,655 Capitalized interest.................... 746 1,120 285 381 2,326 3,144 (D.) Fixed charges...................... $1,932,872 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.)...................... 1.56x 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. 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 Purchase Acquisitions indicated in Note (3) below and the First Fidelity acquisition 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 First Fidelity acquisition or any of the Purchase Acquisitions is not contingent upon consummation of any other of such acquisitions. Consummation of one or all of the Purchase Acquisitions prior to consummation of the First Fidelity acquisition would not materially impact the results of operations of the Corporation. (2) It is assumed that the First Fidelity acquisition 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 81,998,930 shares of First Fidelity common stock (less 3,345,884 treasury shares) which were outstanding at June 30, 1995; and (ii) one share of one of three corresponding new series of the Corporation's class A preferred stock for each share of the related three series of First Fidelity preferred stock outstanding at June 30, 1995, one series of which includes 4,368,848 shares of convertible preferred stock, which are currently convertible into 3,408,138 shares of First Fidelity common stock. The new series of the Corporation's class A preferred stock will have 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 First Fidelity acquisition by the (i) addition of 106,181,612 shares of the Corporation's common stock amounting to $353,938,000; (ii) elimination of 81,998,930 shares of First Fidelity common stock amounting to $81,999,000; (iii) cancellation of 3,345,884 treasury shares of First Fidelity at a cost of $165,354,000; and (iv) recordation of the remaining net amount of $437,293,000 as a reduction in paid-in capital at June 30, 1995. The pro forma financial information presented herein does not give effect to the possible purchase by the Corporation and/or First Fidelity of 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 (the "First Fidelity Acquisition Shares"), prior to consummation of the First Fidelity acquisition. From July 3, 1995 through August 7, 1995, the Corporation purchased 2.7 million shares of First Fidelity common stock at a cost of $170 million, and 250,000 shares of FFB convertible preferred stock at a cost of $12 million. As of June 30, 1995, the Corporation and First Fidelity had 14,441,144 and 6,788,278 shares of common stock reserved for issuance, respectively, (excluding, as to the Corporation, shares reserved for issuance in connection with the First Fidelity acquisition, the Purchase Acquisitions, or upon exercise of the rights attached to shares of the Corporation's common stock). For the six months ended June 30, 1995, First Fidelity had net income applicable to common stockholders of $217,872,000. (3) During the period from January 1, 1994 through August 14, 1995, the Corporation completed or had pending at August 14, 1995, the following purchase accounting acquisitions (the "Purchase 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. (completed May 1995), and Home Federal Savings Bank of Rome, Georgia (completed August 1995), at an aggregate cost of $623 million in cash, (iii) the acquisitions of American Savings Bank of Florida, FSB (completed July 1995) and United Financial Corporation of South Carolina, Inc., Columbia First Bank, FSB, RS Financial Corp. and Brentwood National Bank (each of which is pending at August 14, 1995) for an estimated 16.5 million shares of the Corporation's common stock valued at an estimated $785 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. Goodwill and deposit base premium of approximately $701 million and $378 million, respectively, are currently expected to result from the Purchase Acquisitions. In connection with certain of the foregoing purchase accounting acquisitions in which the consideration involved or will involve the issuance of the Corporation's common stock, the pro forma financial information presented herein includes actual and assumed repurchases of the Corporation's common stock that in the aggregate amount to 20.5 million shares at a cost of $932 million. In April 1995, the Corporation's Board of Directors authorized the purchase of up to 15 million shares of the Corporation's common stock, which is in addition to the possible purchase of the First Fidelity Acquisition Shares. As of August 7, 1995, the Corporation had authority to purchase up to 6.3 million shares of its common stock, in addition to the First Fidelity Acquisition Shares. (4) The pro forma adjustment amounts related to the pro forma combined condensed statements of income reflect a 5.84 percent and 4.08 percent cost of funds for the six months ended June 30, 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. These adjustments resulted in reductions in interest income, net interest income and net interest income after provision for loan losses for the six months ended June 30, 1995 and the year ended December 31, 1994 of $40,193,000 and $80,286,000, respectively; increases in noninterest expense of $20,111,000 and $52,677,000, respectively; reductions in income before income taxes of $60,304,000 and $132,963,000, respectively; reductions in income taxes of $19,709,000 and $40,535,000, respectively; and reductions in net income applicable to common stockholders of $40,595,000 and $92,428,000, respectively. (5) 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 companies involved in 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, as of the earliest period presented. (6) 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. (7) The unaudited pro forma financial information does not include any material expenses or restructuring charges related to the First Fidelity acquisition or the Purchase Acquisitions. Such after-tax restructuring charges are currently estimated to be $140 million relating to the First Fidelity acquisition. (8) As indicated by the foregoing unaudited pro forma financial information and based solely on combined financial information as of June 30, 1995, upon consummation of the First Fidelity acquisition and the Purchase Acquisitions, the Corporation's historical net income per common share after redemption premium for the six months ended June 30, 1995 and year ended December 31, 1994, would have been diluted by 20 percent and 10 percent, respectively. It should not necessarily be assumed, however, that the foregoing data will represent actual dilution with respect to the First Fidelity acquisition and the Purchase Acquisitions. (9) 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.