EXHIBIT (99)(B)
PRO FORMA FINANCIAL INFORMATION
PRO FORMA COMBINED CONDENSED BALANCE SHEET
(THE CORPORATION, THE PURCHASE ACQUISITIONS AND FIRST FIDELITY)
SEPTEMBER 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 September 30, 1995, on
a purchase accounting basis with respect to the Purchase Acquisitions pending at
September 30, 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............ $ 3,337,072 50,506 (75,274) 3,312,304 1,649,476 -- 4,961,780
Interest-bearing balances.......... 99,394 25,055 -- 124,449 462,649 -- 587,098
Federal funds sold and securities
purchased under resale
agreements....................... 2,210,144 16,200 -- 2,226,344 425,000 -- 2,651,344
Total cash and cash
equivalents...................... 5,646,610 91,761 (75,274) 5,663,097 2,537,125 -- 8,200,222
Trading account assets............. 1,253,214 -- -- 1,253,214 152,832 -- 1,406,046
Securities available for sale...... 9,347,263 283,349 -- 9,630,612 2,128,992 -- 11,759,604
Investment securities.............. 3,561,947 500,323 (3,816) 4,058,454 4,039,740 -- 8,098,194
Loans, net of unearned income...... 61,802,019 3,359,456 -- 65,161,475 24,387,524 -- 89,548,999
Allowance for loan losses........ (901,616) (26,842) -- (928,458) (554,690) -- (1,483,148)
Loans, net....................... 60,900,403 3,332,614 -- 64,233,017 23,832,834 -- 88,065,851
Premises and equipment............. 1,956,863 23,677 (7,178) 1,973,362 419,869 -- 2,393,231
Due from customers on
acceptances...................... 407,010 -- -- 407,010 178,748 -- 585,758
Mortgage servicing rights.......... 101,928 744 4,453 107,125 47,402 -- 154,527
Credit card premium................ 47,403 -- -- 47,403 -- -- 47,403
Other intangible assets............ 1,488,203 9,010 271,100 1,768,313 808,249 -- 2,576,562
Segregated assets.................. -- -- -- -- -- -- --
Other assets....................... 2,123,269 70,108 (9,583) 2,183,794 1,132,259 -- 3,316,053
Total assets..................... $86,834,113 4,311,586 179,702 91,325,401 35,278,050 -- 126,603,451
LIABILITIES AND
STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing.............. 10,729,434 98,594 -- 10,828,028 4,868,663 -- 15,696,691
Interest-bearing................. 49,086,449 2,602,548 -- 51,688,997 22,710,311 -- 74,399,308
Total deposits................. 59,815,883 2,701,142 -- 62,517,025 27,578,974 -- 90,095,999
Short-term borrowings.............. 12,940,658 1,084,061 -- 14,024,719 3,031,961 -- 17,056,680
Bank acceptances outstanding....... 407,010 -- -- 407,010 178,748 -- 585,758
Other liabilities.................. 1,944,473 64,806 (9,482) 1,999,797 740,938 -- 2,740,735
Long-term debt..................... 6,040,639 156,961 -- 6,197,600 676,735 -- 6,874,335
Total liabilities.............. 81,148,663 4,006,970 (9,482) 85,146,151 32,207,356 -- 117,353,507
STOCKHOLDERS' EQUITY
Preferred stock.................... -- -- -- -- 202,647 -- 202,647
Common stock....................... 559,317 8,617 24,085 592,019 81,934 280,947 954,900
Paid-in capital.................... 1,056,946 99,061 362,037 1,518,044 1,251,173 (348,172) 2,421,045
Retained earnings.................. 4,080,495 199,762 (199,762) 4,080,495 1,606,042 -- 5,686,537
Less: Treasury stock............... -- (3,178) 3,178 -- (67,225) 67,225 --
Unrealized gain (loss) on debt and
equity securities................ (11,308) 354 (354) (11,308) (3,877) -- (15,185)
Total stockholders' equity..... 5,685,450 304,616 189,184 6,179,250 3,070,694 -- 9,249,944
Total liabilities and
stockholders' equity......... $86,834,113 4,311,586 179,702 91,325,401 35,278,050 -- 126,603,451
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
NINE MONTHS ENDED SEPTEMBER 30, 1995
Interest income...................................................... $4,674,374 461,473 (25,930) 5,109,917
Interest expense..................................................... 2,239,387 296,965 -- 2,536,352
Net interest income.................................................. 2,434,987 164,508 (25,930) 2,573,565
Provision for loan losses............................................ 125,500 6,585 -- 132,085
Net interest income after provision for loan losses.................. 2,309,487 157,923 (25,930) 2,441,480
Securities available for sale transactions........................... 9,591 (4,167) -- 5,424
Investment security transactions..................................... 4,041 -- -- 4,041
Noninterest income................................................... 990,884 44,482 -- 1,035,366
Noninterest expense.................................................. 2,170,390 200,372 19,897 2,390,659
Income before income taxes........................................... 1,143,613 (2,134) (45,827) 1,095,652
Income taxes......................................................... 402,552 6,161 (14,146) 394,567
Net income........................................................... 741,061 (8,295) (31,681) 701,085
Dividends on preferred stock......................................... 7,029 -- -- 7,029
Net income applicable to common stockholders......................... 734,032 (8,295) (31,681) 694,056
Pro forma per common share data
Net income available to common stockholders........................ $ 4.27 3.82
Average common shares (in thousands)............................... 171,921 181,731
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 nine months ended September 30, 1995, and the
year ended December 31, 1994, only) and on a pooling of interests accounting
basis as to First Fidelity.
NINE MONTHS ENDED
(DOLLARS IN THOUSANDS, SEPTEMBER 30, YEARS ENDED DECEMBER 31,
EXCEPT PER SHARE DATA) 1995 1994 1994 1993 1992 1991 1990
Interest income........................ $6,843,506 5,278,740 7,937,133 6,601,528 6,608,666 7,031,400 7,549,088
Interest expense....................... 3,237,209 1,969,627 3,246,946 2,481,952 2,941,680 4,070,885 4,806,471
Net interest income.................... 3,606,297 3,309,113 4,690,187 4,119,576 3,666,986 2,960,515 2,742,617
Provision for loan losses.............. 162,085 139,000 180,643 369,753 642,708 946,284 923,409
Net interest income after provision for
loan losses.......................... 3,444,212 3,170,113 4,509,544 3,749,823 3,024,278 2,014,231 1,819,208
Securities available for sale
transactions......................... 24,472 12,130 8,860 25,767 34,402 -- --
Investment security transactions....... 4,041 3,595 4,006 14,452 1,944 208,614 32,271
Noninterest income..................... 1,346,489 1,147,890 1,620,712 1,541,569 1,360,202 1,254,635 1,028,755
Noninterest expense.................... 3,175,444 2,770,298 4,070,027 3,536,346 3,443,524 2,777,665 2,564,124
Income before income taxes............. 1,643,770 1,563,430 2,073,095 1,795,265 977,302 699,815 316,110
Income taxes........................... 588,927 534,122 709,028 578,912 278,514 129,843 59,868
Net income............................. 1,054,843 1,029,308 1,364,067 1,216,353 698,788 569,972 256,242
Dividends on preferred stock........... 22,306 33,981 46,020 45,553 53,040 51,746 47,151
Net income applicable to common
stockholders before redemption
premium.............................. 1,032,537 995,327 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.............................. $1,032,537 995,327 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............................ $ 3.57 3.55 4.63 4.30 2.53 2.34 .97
Net income applicable to common
stockholders after redemption
premium............................ $ 3.57 3.55 4.48 4.30 2.53 2.34 .97
Average common shares
(in thousands)....................... 289,438 280,079 284,673 272,439 255,384 221,469 215,529
Corporation historical per common
share data:
Net income applicable to common
stockholders before redemption
premium.......................... $ 4.27 3.94 5.22 4.73 2.23 2.24 1.68
Net income applicable to common
stockholders after redemption
premium.......................... $ 4.27 3.94 4.98 4.73 2.23 2.24 1.68
Average common shares
(in thousands)....................... 171,921 171,265 172,543 167,692 158,683 140,003 135,622
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)
NINE
MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
(DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations........................... $ 1,691,731 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding capitalized
interest............................. 898,313 816,102 607,462 569,638 866,728 1,402,761
(A.) Earnings.......................... $ 2,590,044 2,903,989 2,402,727 1,546,940 1,566,543 1,718,871
Interest, excluding interest on
deposits............................. $ 847,070 746,938 537,964 501,556 803,787 1,349,953
One-third of rents..................... 51,243 69,164 69,498 68,082 62,941 52,808
Capitalized interest................... 1,621 1,120 285 381 2,326 3,144
(B.) Fixed charges..................... $ 899,934 817,222 607,747 570,019 869,054 1,405,905
Consolidated ratios of earnings to
fixed charges, excluding interest on
deposits (A./B.)..................... 2.88x 3.55 3.95 2.71 1.80 1.22
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations........................... $ 1,691,731 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding capitalized
interest............................. 2,991,487 2,862,146 2,551,450 3,009,762 4,133,826 4,859,279
(C.) Earnings.......................... $ 4,683,218 4,950,033 4,346,715 3,987,064 4,833,641 5,175,389
Interest, including interest on
deposits............................. $ 2,940,244 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471
One-third of rents..................... 51,243 69,164 69,498 68,082 62,941 52,808
Capitalized interest................... 1,621 1,120 285 381 2,326 3,144
(D.) Fixed charges..................... $ 2,993,108 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.)..................... 1.56x 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)
NINE
MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
(DOLLARS IN THOUSANDS) 1995 1994 1993 1992 1991 1990
EXCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations........................... $ 1,691,731 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding preferred
stock dividends and capitalized
interest............................. 910,524 861,573 628,840 591,458 878,337 1,422,265
(A.) Earnings.......................... $ 2,602,255 2,949,460 2,424,105 1,568,760 1,578,152 1,738,375
Interest, excluding interest on
deposits............................. $ 847,070 746,938 537,964 501,556 803,787 1,349,953
One-third of rents..................... 51,243 69,164 69,498 68,082 62,941 52,808
Preferred stock dividends*............. 34,517 132,846 66,931 74,860 63,354 66,655
Capitalized interest................... 1,621 1,120 285 381 2,326 3,144
(B.) Fixed charges..................... $ 934,451 950,068 674,678 644,879 932,408 1,472,560
Consolidated ratios of earnings to
fixed charges, excluding interest on
deposits (A./B.)..................... 2.78x 3.10 3.59 2.43 1.69 1.18
INCLUDING INTEREST ON DEPOSITS
Pretax income from continuing
operations........................... $ 1,691,731 2,087,887 1,795,265 977,302 699,815 316,110
Fixed charges, excluding preferred
stock dividends and capitalized
interest............................. 3,003,698 2,907,617 2,572,828 3,031,582 4,145,434 4,878,783
(C.) Earnings.......................... $ 4,695,429 4,995,504 4,368,093 4,008,884 4,845,249 5,194,893
Interest, including interest on
deposits............................. $ 2,940,244 2,792,982 2,481,952 2,941,680 4,070,885 4,806,471
One-third of rents..................... 51,243 69,164 69,498 68,082 62,941 52,808
Preferred stock dividends*............. 34,517 132,846 66,931 74,860 63,354 66,655
Capitalized interest................... 1,621 1,120 285 381 2,326 3,144
(D.) Fixed charges..................... $ 3,027,625 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.)..................... 1.55x 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 either of the pending
Purchase Acquisitions is not contingent upon consummation of any other of
such acquisitions. Consummation of one or both of the pending 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 81,934,078
shares of First Fidelity common stock (less 1,293,756 treasury shares) which
were outstanding at September 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 September 30, 1995, one series of which includes 3,705,980
shares of convertible preferred stock, which as of such date were
convertible into 2,891,034 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.
As a result, information was adjusted for the First Fidelity
acquisition by the (i) addition of 108,864,435 shares of the Corporation's
common stock amounting to $362,881,000; (ii) elimination of 81,934,078
shares of First Fidelity common stock amounting to $81,934,000; (iii)
cancellation of 1,293,756 treasury shares of First Fidelity at a cost of
$67,225,000; and (iv) recordation of the remaining net amount of
$348,172,000 as a reduction in paid-in capital at September 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. The Corporation has purchased 2.9 million shares
of First Fidelity common stock at a cost of $181 million, and 250,000 shares
of FFB convertible preferred stock at a cost of $12 million.
As of September 30, 1995, the Corporation and First Fidelity had
13,760,713 and 5,325,010 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 pending
Purchase Acquisitions, or upon exercise of the rights attached to shares
of the Corporation's common stock).
For the nine months ended September 30, 1995, First Fidelity had net
income applicable to common stockholders of $338,481,000.
(3) During the period from January 1, 1994 through the date hereof, the
Corporation completed or has pending, the following purchase accounting
acquisitions (the "Purchase Acquisitions"): (i) the acquisition of
BancFlorida Financial Corporation (completed in 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 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 in August 1995), at an aggregate cost of
$623 million in cash, (iii) the acquisitions of American Savings Bank of
Florida, FSB (completed in July 1995), United Financial Corporation of South
Carolina, Inc. (completed in October 1995), Columbia First Bank, FSB
(completed on November 3, 1995), and RS Financial Corp. and Brentwood
National Bank (each of which is pending as of the date hereof) for an
estimated 15.4 million shares of the Corporation's common stock valued at
an estimated $747 million.
In addition to the foregoing Purchase Acquisitions, during 1994, the
Corporation completed the following purchase accounting acquisitions:
(i) 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 (ii) 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. Accordingly, the pro forma financial information presented herein
includes such acquisitions at their recorded costs and does not include any
pro forma adjustments related thereto.
Goodwill and deposit base premium of approximately $620 million and
$372 million, respectively, are currently expected to result from the
Purchase Acquisitions.
In connection with certain of the foregoing Purchase 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 19.4 million shares at a cost of $882
million. During 1994, the Corporation purchased 4.9 million shares of the
Corporation's common stock at a cost of $212 million; and during the first
nine months of 1995, through the date hereof, 14.5 million shares of the
Corporation's common stock at a cost of $670 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 the date hereof, the Corporation had authority to purchase up
to 5.1 million shares of its common stock, in addition to the First Fidelity
Acquisition Shares and the shares repurchased pursuant to the foregoing
paragraph.
(4) The pro forma adjustment amounts related to the pro forma combined
condensed statements of income reflect a 5.71 percent and 4.08 percent cost
of funds for the nine months ended September 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 nine months ended September 30, 1995 and the year ended December 31,
1994 of $25,930,000 and $80,286,000, respectively; increases in noninterest
expense of $19,897,000 and $52,677,000, respectively; reductions in income
before income taxes of $45,827,000 and $132,963,000, respectively;
reductions in income taxes of $14,146,000 and $40,535,000, respectively; and
reductions in net income applicable to common stockholders of $31,681,000
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.
The components of the pro forma adjustments related to interest income
and noninterest expense for the nine months ended September 30, 1995, and
the year ended December 31, 1994, are as follows:
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
(In thousands) 1995 1994
Interest income
Interest and fees on loans........................................................ $ (689) 350
Interest and dividends on investment securities................................... (2,875) (19,999)
Interest-bearing bank balances.................................................... (22,366) (60,637)
Total interest income.......................................................... (25,930) (80,286)
Noninterest expense
Equipment rentals, depreciation and maintenance................................... (882) (3,190)
Mortgage servicing amortization................................................... 1,281 5,437
Other amortization
Goodwill....................................................................... 10,799 27,225
Deposit base premium........................................................... 8,699 23,205
Total noninterest expense.................................................... 19,897 52,677
Income before income taxes.......................................................... $ (45,827) (132,963)
(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
First Fidelity acquisition-related expenses or any material acquisition-
related expenses with respect to the Purchase Acquisitions. A currently
estimated after-tax First Fidelity acquisition-related charge of
approximately $270 million, or $.97 per share of the Corporation's common
stock, is expected to be recorded in the appropriate period based on the
consummation date of the First Fidelity acquisition.
(8) As indicated by the foregoing unaudited pro forma financial information
and based solely on combined financial information as of September 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 nine months ended September 30, 1995 and year
ended December 31, 1994, would have been diluted by 16 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.