-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ml2V5vdIzhJacckzTW/nVaGaVa+Nbk4hmSawF/pnfw8lL8O9f3prMmjqrvGfe97C cnA1mDE8yPDwsy4ww79wcA== 0000100790-94-000031.txt : 19940817 0000100790-94-000031.hdr.sgml : 19940817 ACCESSION NUMBER: 0000100790-94-000031 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: 2821 IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01463 FILM NUMBER: 94543042 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 10-Q 1 6/30/94 TEXT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D C 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-1463 UNION CARBIDE CORPORATION (Exact name of registrant as specified in its charter) New York 13-1421730 (State or other jurisdi#tion of (I.R.S. Employer incorporation or organization) Identification No.) 39 Old Ridgebury Road, Danbury, CT 06817-0001 (Address of principal executive offices) (Zip Code) 203-794-2000 Registrant's telephone number, including area code (Former name, former address and former fiscal year, if changed since last report.) 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 _______ 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 July 31, 1994 Common Stock, $1 par value 149,895,565 shares Total number of sequentially numbered pages in this filing, including exhibits thereto: 16 INDEX PART I. FINANCIAL INFORMATION PAGE Financial Statements Condensed Consolidated Statement of Income - Union Carbide Corporation and Subsidiaries - Quarter Ended June 30, 1994 and 1993......................... 3 Condensed Consolidated Statement of Income - Union Carbide Corporation and Subsidiaries - Six Months Ended June 30, 1994 and 1993...................... 4 Condensed Consolidated Balance Sheet - Union Carbide Corporation and Subsidiaries - June 30, 1994 and December 31, 1993............................................ 5 Condensed Consolidated Statement of Cash Flows - Union Carbide Corporation and Subsidiaries - Six Months Ended June 30, 1994 and 1993....................... 6 Notes to Condensed Consolidated Financial Statements - Union Carbide Corporation and Subsidiaries................... 7-9 Discussion and Analysis of Results of Operations and Financial Condition........................................ 10-12 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................... 13 Item 6. Exhibits and Reports on Form 8-K........................ 13 Signature........................................................ 14 Exhibit Index.................................................... 15 PART I. FINANCIAL INFORMATION UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Millions of dollars (Except per share figures) Quarter ended June 30, 1994 1993 NET SALES $ 1,177 $ 1,244 Deductions (additions) Cost of sales, exclusive of depreciation and amortization shown separately below 906 969 Research and development 33 38 Selling, administration and other expenses* 72 94 Depreciation and amortization 67 68 Interest on long-term and short-term debt 20 16 Other expense (income) - net (7) 4 INCOME BEFORE PROVISION FOR INCOME TAXES 86 55 Provision for income taxes 25 18 INCOME OF CONSOLIDATED COMPANIES 61 37 Plus: UCC share of net income from corporate investments carried at equity 12 4 NET INCOME 73 41 Preferred stock dividend, net of taxes 3 3 NET INCOME - COMMON STOCKHOLDERS $ 70 $ 38 Earnings per common share Primary $ 0.44 $ 0.24 Fully diluted $ 0.42 $ 0.24 Cash dividends per common share $ 0.1875 $ 0.1875 * Selling, administration and other expenses include: Selling $ 31 $ 38 Administration 26 34 Other expenses 15 22 $ 72 $ 94 The Notes to Condensed Consolidated Financial Statements on Pages 7 through 9 should be read in conjunction with this statement. UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Millions of dollars (Except per share figures) Six Months ended June 30, 1994 1993 NET SALES $ 2,303 $ 2,437 Deductions Cost of sales, exclusive of depreciation and amortization shown separately below 1,762 1,861 Research and development 65 75 Selling, administration and other expenses* 144 185 Depreciation and amortization 134 144 Interest on long-term and short-term debt 36 41 Other expense - net - 16 INCOME BEFORE PROVISION FOR INCOME TAXES 162 115 Provision for income taxes 48 38 INCOME OF CONSOLIDATED COMPANIES 114 77 Plus: UCC share of net income from corporate investments carried at equity 22 6 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 136 83 Cumulative effect of change in accounting principle - (97) NET INCOME (LOSS) 136 (14) Preferred stock dividend, net of taxes 5 5 NET INCOME (LOSS) - COMMON STOCKHOLDERS $ 131 $ (19) Earnings per common share Primary - Income $ 0.83 $ 0.52 - Cumulative effect of change in accounting principle $ - $ (0.66) - Net income (loss) - common stockholders $ 0.83 $ (0.14) Fully diluted $ 0.79 $ - Cash dividends per common share $ 0.375 $ 0.375 * Selling, administration and other expenses include: Selling $ 61 $ 72 Administration 53 66 Other expenses 30 47 $ 144 $ 185 The Notes to Condensed Consolidated Financial Statements on Pages 7 through 9 should be read in conjunction with this statement. UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET Millions of dollars June 30, Dec. 31, 1994 1993 ASSETS Cash and cash equivalents $ 57 $ 108 Notes and accounts receivable 837 689 Inventories: Raw materials and supplies 112 104 Work in process 49 52 Finished goods 233 229 394 385 Prepaid expenses 206 247 Total current assets 1,494 1,429 Property, plant and equipment 5,741 5,626 Less: Accumulated depreciation 3,307 3,206 Net fixed assets 2,434 2,420 Companies carried at equity 463 437 Other investments and advances 86 137 Total investments and advances 549 574 Other assets 337 266 Total assets $4,814 $4,689 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 316 $ 310 Short-term debt 120 24 Payments to be made within one year on long-term debt 12 11 Accrued income and other taxes 144 189 Other accrued liabilities 594 662 Total current liabilities 1,186 1,196 Long-term debt 898 931 Postretirement benefit obligation 496 489 Other long-term obligations 512 379 Deferred credits 232 230 Convertible preferred stock 148 150 Unearned employee compensation (107) (114) UCC stockholders' equity: Common stock authorized - 500,000,000 shares Common stock issued - 154,609,669 shares 155 155 Additional paid-in capital 339 366 Equity adjustment from foreign currency translation (75) (84) Retained earnings 1,140 1,067 1,559 1,504 Less: Treasury stock, at cost-4,833,513 shares (4,062,189 shares in 1993) 110 76 Total UCC stockholders' equity 1,449 1,428 Total liabilities and stockholders' equity $4,814 $4,689 The Notes to Condensed Consolidated Financial Statements on Pages 7 through 9 should be read in conjunction with this statement. UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Millions of dollars Six Months ended June 30, 1994 1993 Increase (decrease) in cash and cash equivalents OPERATIONS Income before accounting change $ 136 $ 83 Noncash charges (credits) to net income Depreciation and amortization 134 144 Deferred income taxes 25 21 Other noncash charges (credits) 2 1 Investing debits to net income (13) 13 Working capital(a) (243) (188) Long-term assets and liabilities 58 15 Cash Flow From Operations 99 89 INVESTING Capital expenditures (156) (116) Investments (38) (25) Sale of investments 86 - Sale of fixed and other assets 1 15 Cash Used for Investing (107) (126) FINANCING Change in short-term debt (three months or less) 96 (89) Repayment of short-term debt - (36) Proceeds from long-term debt - 320 Repayment of long-term debt (32) (218) Issuance of common stock 42 38 Repurchase of common stock (90) (23) Payments of dividends (64) (60) Other 5 (1) Cash Flow Used for Financing (43) (69) Effect of exchange rate changes on cash and cash equivalents - (1) Change in cash and cash equivalents (51) (107) Cash and cash equivalents beginning-of-period 108 171 Cash and cash equivalents end-of-period $ 57 $ 64 Cash paid for interest and income taxes Interest (net of amount capitalized) $ 54 $ 50 Income taxes $ 40 $ 36 _____________ (a) Net change in working capital by component (excluding cash and cash equivalents, deferred income taxes and short-term debt): (Increase) decrease in current assets Notes and accounts receivable $(125) $(108) Inventories (14) 14 Prepaid expenses 7 42 Decrease in payables and accruals (111) (136) Working capital $(243) $(188) The Notes to Condensed Consolidated Financial Statements on Pages 7 through 9 should be read in conjunction with this statement. UNION CARBIDE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Consolidated Financial Statements In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the results for the interim periods. These adjustments consisted of only normal recurring adjustments. On April 27, 1994, stockholders voted to approve the merger of Union Carbide Corporation into Union Carbide Chemicals and Plastics Company Inc. (UCC&P). The merger was effective May 1, 1994. Immediately after the merger, UCC&P had the same consolidated assets, liabilities and stockholders' equity as the corporation. UCC&P has changed its name to Union Carbide Corporation. All references to Union Carbide Corporation, the corporation or UCC after the periods starting May 1, 1994 shall be a reference to the merged company. The accompanying statements should be read in conjunction with the Notes to Financial Statements of Union Carbide Corporation and Subsidiaries ("the corporation") in the 1993 annual report to stockholders. 2. Union Carbide Corporation, EniChem SpA, to Form Joint Venture On August 1, 1994 the corporation and EniChem SpA, Milan, Italy, ("EniChem") jointly announced that they intend to form a 50-50 joint venture to produce and market polyethylene in Europe. The two companies have signed a memorandum of understanding, and are proceeding with negotiation of definitive agreements. They anticipate a first quarter 1995 start up of the venture following European Community approval. Under the proposed agreement, the new company will own EniChem's existing polyethylene operations in Italy, France and Germany, EniChem's interest in olefins crackers at Brindisi, Italy and Dunkirk, France, and build a facility at Brindisi utilizing UCC's UNIPOL PE process technology. 3. Common Stock On July 27, 1994 the Board of Directors announced that it had authorized the repurchase of an additional 10 million shares of UCC common stock, bringing the total number authorized for repurchase to 20 million. The repurchase program, which began in the first quarter of 1993, is being carried out over an unlimited period in order to minimize future earnings dilution due to common stock requirements under certain employee benefit plans. Through June 30, 1994, the corporation had repurchased 7,181,600 shares at an average effective price of $22.04 per share. In conjunction with the corporation's common stock buyback program, put options were sold in a series of private placements entitling the holders to sell 3,775,000 shares of common stock to UCC, at specified prices if the holders exercise the options. Since the inception of this program, through June 30, 1994, options representing 3,013,800 common shares expired unexercised and options representing 36,200 shares were exercised at $868,800, or $24.00 per share. Options representing 725,000 shares remain outstanding at June 30, 1994. Premiums received on these options reduced the average price of repurchased shares to $22.04 per share from $22.38 per share. 4. Commitments and Contingencies The corporation has entered into three agreements for the purchase of ethylene related products and two agreements for the availability of terminal storage from facilities located in the U.S. and Canada. The net present value of the fixed and determinable portion of these obligations at June 30, 1994 totaled $453 million. The corporation is subject to loss contingencies resulting from environmental laws and regulations, which include obligations to remove or mitigate the effects on the environment of the disposal or release of certain wastes and substances at various sites. The corporation has established accruals for those hazardous waste sites where it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The reliability and precision of the loss estimates are affected by numerous factors, such as different stages of site evaluation, the allocation of responsibility among potentially responsible parties and the assertion of additional claims. The corporation adjusts its accruals as new remediation requirements are defined, as information becomes available permitting reasonable estimates to be made, and to reflect new and changing facts. At June 30, 1994, the corporation had established environmental remediation accruals in the amount of $280 million. Approximately 28 percent of the corporation's environmental accrual at June 30, 1994 pertained to closure and postclosure costs for both operating and closed facilities. In addition, the corporation had environmental loss contingencies of $135 million. The corporation had additional contingent obligations at June 30, 1994 of $103 million, principally related to guarantees of debt, litigation costs and discounted receivables from customers. During the first quarter of 1994, the corporation reduced the carrying value of its stock in Union Carbide India Ltd. to zero. See Note 17 of Notes to Financial Statements in the corporation's 1993 Annual Report to Stockholders for information about suits and proceedings arising from or related to the December 3, 1984 methyl isocyanate incident at the plant at Bhopal, India, owned and operated by Union Carbide India Limited. The corporation has provisionally joined the multi-billion dollar silicone breast implant litigation settlement agreement. Union Carbide's contribution to the settlement will be $138 million over the next several years. The corporation has previously taken before-tax charges aggregating $35 million for this litigation. Although insurance coverage is subject to issues as to scope and application of policies, retention limits, exclusions and policy limits, and the insurers have reserved their rights to deny coverage, the corporation believes that after probable insurance recoveries, the settlement will not have a material effect on the company's earnings in the future. The corporation was not a manufacturer of breast implants but did supply generic bulk silicone materials to the industry. The settlement is subject to fairness hearings and possible challenges that might delay implementation or require settlement terms to be reconsidered. Both the corporation and the other companies which are parties to the agreement have the right to withdraw from the settlement if, in their individual judgment, there are too few recipients of breast implants covered by the final settlement. In addition to the above, the corporation and its consolidated subsidiaries are involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters including, but not limited to: product liability; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts and taxes. In some of these legal proceedings and claims, the remedies that may be sought or damages claimed are substantial. While it is impossible at this time to determine with certainty the ultimate outcome of any legal proceedings and claims referred to in this note, management believes that adequate provisions have been made for probable losses with respect thereto and that such ultimate outcome, after provisions therefor, will not have a material adverse effect on the consolidated financial position of the corporation but could have a material effect on consolidated results of operations in a given quarter or year. Should any losses be sustained in connection with any of such legal proceedings and claims, in excess of provisions therefor, they will be charged to income in the future. DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Overview The corporation reported second quarter, 1994 net income available to common stockholders of $70 million, or $0.44 per share primary ($0.42 per share fully diluted). For the first six months of 1994 net income available to common stockholders was $131 million, or $0.83 per share primary ($0.79 per share fully diluted). For the corresponding quarter in 1993 the corporation reported earnings of $38 million, or $0.24 per share primary and fully diluted. For the first six months of 1993 the corporation had a loss of $19 million, or $0.14 per share primary, which included a noncash after-tax charge of $97 million, or $0.66 per share primary, for the adoption of FAS 112. Excluding the accounting change, net income available to common shareholders was $78 million, or $0.52 per share. The earnings improvement quarter to quarter resulted from higher volumes for the corporation's key products, and higher prices for high density and linear low density polyethylene. Also contributing were continued good results from licensing activities, lower overhead and improved results from the UCAR International joint venture. While the first six months of 1994 have shown considerable improvement over the corresponding period in 1993, the corporation is uncertain whether a sustained upturn in the industry has begun. Prices and margins may come under pressure by the end of 1994, for one or more quarters, as additional ethylene and derivatives capacity comes on line. Results of Operations Sales decreased 5 percent in the second quarter of 1994 and also for the first six months of the year over the previous year's comparable periods largely due to the absence of sales from the OrganoSilicon (OSi) specialty chemicals business, sold in July, 1993. Excluding OSi from those same periods, sales rose 2 percent as volumes for the corporation's key products improved. The corporation's variable margin for the second quarter of 1994 was 45.2 percent, higher than the 44.6 percent in the second quarter of 1993. For the first six months of the year variable margin ran at 45.9 percent versus 46.0 percent last year. Excluding the higher margin OSi products from the 1993 totals, variable margin in 1993 for the second quarter was 43.4 percent and for the first six months was 44.9 percent. Gross margin for the second quarter of 1994 improved to 23.0 percent from 22.1 percent in the second quarter of 1993. For the six month period ending June 30, 1994 gross margin was 23.5 percent versus 23.6 percent in the comparable period in 1993. When excluding the OSi business for 1993, gross margin in the second quarter was 20.8 percent and for the first six months, 22.6 percent. Selling, administration and other expenses continued to fall over comparable periods, even after considering the absence of the OSi business. Partnership income rose slightly in the second quarter of 1994 over the same period in 1993; on a comparable six month basis it was $20 million ahead of 1993's pace. Other expense (income)-net in the second quarter of 1993 contained a $9 million before tax loss on the sale of the corporation's investment in Vitaphore Inc. In the first six months of 1994 the corporation recorded the following items within other expense (income) - net: a $24 million charge for the write-off of its investment in India and associated costs; a $12 million charge on the proposed sale of the corporation's uranium mill and certain uranium mines to Energy Fuels, Ltd.; and a $24 million gain on the sale of its preferred stock investment in OSi Specialties, Inc. Interest expense rose slightly in the second quarter of 1994 over 1993 due to rising interest rates. Earnings from the corporation's investments carried at equity continued to show strong improvement on a comparative basis for the quarter and first six months of 1994, with UCAR International, Inc. being the major contributor. Estimates of future expenses related to environmental protection for compliance with Federal, state and local laws regulating solid and hazardous wastes and discharge of materials to air and water, as well as for waste site remedial activities, and of future capital expenditures relating to environmental protection, have not changed materially since December 31, 1993. The reliability and precision of the loss estimates are affected by numerous factors, such as different stages of site evaluation, the allocation of responsibility among potentially responsible parties and the assertion of additional claims. The corporation has provisionally joined the multi-billion dollar silicone breast implant litigation settlement agreement. This litigation is discussed in more detail in the "Commitments and Contingencies" footnote to the financial statements on pages 8 and 9 of this report on Form 10-Q. Financial Condition - June 30, 1994 Cash flow from operations rose $10 million in the first six months of 1994 over the comparable period in 1993 due to improved operating results. A decrease in the corporation's overheads coupled with improvement in volumes for its key products contributed to this increase. Cash flow used for investing for the first six months of 1994 of $107 million was $19 million lower compared to the similar period in 1993. Included through June 30, 1994 were proceeds of $86 million from the sale of the corporation's preferred stock investment in OSi Specialties, Inc. Capital spending increased by $40 million primarily on new projects, including the UNIPOL II unit at the Star, LA plant and the butanol unit at the Taft, LA plant, and an investment in a Brazilian ethylene company. On August 1, 1994 the corporation and EniChem SpA jointly announced their intention to form a joint venture to produce and market polyethylene in Europe. The corporation expects its cash investment to total approximately $200 million and be financed through operations and short-term borrowings. Through June 30, 1994 cash flow used for financing was $43 million compared to $69 million in 1993. In 1994 the corporation repurchased $90 million in common stock and redeemed its 5.3 percent sinking fund debentures due 1997 for $26 million. These actions were financed through operations and short-term borrowings. In the first six months of 1993, the corporation redeemed for cash $12 million in senior debentures and $84 million of the outstanding $345 million 7.5 percent convertible debentures, of which the remaining $261 million was converted into common stock. The 1993 redemptions were financed through a two-part public debt offering totaling $300 million. During the first half of 1994, the corporation terminated substantially all of its financial instruments used as hedges to manage exposure to financial market risk caused by interest rate fluctuations. A net charge of $19 million ($13 million after tax) resulting from such terminations is deferred and will be amortized to interest expense over the remaining terms of the underlying instruments, which had various maturity dates through the year 2002. The corporation also unwound its positions in financial instruments which were designed to reduce earnings fluctuations due to business conditions. During the first half of 1994, the corporation recorded a net charge of $4 million after tax relating to these activities. The corporation's ratio of debt to capital increased to 41.5 percent at June 30, 1994 from 40.3 percent at December 31, 1993. At June 30, 1994 there were no outstanding borrowings under the existing major bank credit agreement of $600 million. Cash dividends to UCC common stockholders amounted to $57 million. PART II. OTHER INFORMATION Item 1. Legal Proceedings See Note 4 to the corporation's consolidated financial statements on page 8 and 9 of this 10-Q Report. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibit is filed as part of this report: 11 - Computation of Earnings Per Share. (b) No reports on Form 8-K were filed for the three-months ended June 30, 1994. The corporation's Form 8-K dated August 3, 1994 reported the joint announcement by the corporation and EniChem SpA of their intention to form a joint venture to produce and market polyethylene in Europe. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION CARBIDE CORPORATION (Registrant) Date: August 11, 1994 By: JOHN K. WULFF John K. Wulff Vice-President, Controller and Principal Accounting Officer EXHIBIT INDEX Exhibit Page No. Exhibit No. 11 Computation of Earnings Per Share 16 EX-11 2 EXHIBIT 11 6/30/94 10-Q Exhibit 11 UNION CARBIDE CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (In millions of dollars except per share amounts)
Quarter Ended June 30, Six Months Ended June 30, 1994 1993 1994 1993 Earnings Per Share - Primary Income $ 73 $ 41 $ 136 $ 83 Less: Preferred stock dividend 4 4 7 6 Net income available to common stockholders for primary income calculation 69 37 129 77 Cumulative effect of accounting change - - - (97) Net income (loss) - common stockholders $ 69 $ 37 129 $ (20) Weighted average number of common and common equivalent shares applicable to primary earnings per share calculation Weighted average number of shares outstanding 151,151,303 151,330,903 151,106,994 144,186,411 Dilutive effect of stock options 4,062,767 3,620,713 4,014,959 3,566,474 155,214,070 154,951,616 155,121,953 147,752,885 Earnings per share - primary Income $ 0.44 $ 0.24 $ 0.83 $ 0.52 Cumulative effect of accounting change - - - (0.66) Net income (loss) - common stockholders $ 0.44 $ 0.24 $ 0.83 $(0.14) Earnings Per Share Assuming Full Dilution Income $ 73 $ 41 $ 136 $ 83 Plus: Interest on convertible debentures - (net of taxes) - - - 4 Less: Additional ESOP contribution resulting from assumed conversion of preferred stock - - - - Income for fully diluted income calculation 73 41 136 87 Cumulative effect of accounting change - - - (97) Net income (loss) for fully diluted income calculation $ 73 $ 41 136 (10) Weighted average number of common and common equivalent shares applicable to fully diluted earnings per share calculation Weighted average number of shares outstanding 151,151,303 151,330,903 151,106,994 144,186,411 Dilutive effect of stock options 4,077,109 3,669,874 4,229,726 3,887,989 Shares issuable upon conversion of UCC convertible debentures - - - 9,040,165 Shares issuable upon conversion of UCC convertible preferred stock 16,563,259 16,828,734 16,606,148 16,843,164 171,791,671 171,829,511 171,942,868 173,957,729 Per share assuming full dilution Income $ 0.42 $ 0.24 $ 0.79 $ 0.50 Cumulative effect of accounting change - - - (0.56) Net income (loss) $ 0.42 $ 0.24 $ 0.79 $(0.06)* * Fully diluted per share amounts are not presented in the Condensed Consolidated Statement of Income where amounts are antidilutive.
-----END PRIVACY-ENHANCED MESSAGE-----