SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act
Date of Report (Date of Earliest event reported): October 19, 1994
SANTA FE PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8627 36-3258709
(Commission File Number) (I.R.S. Employer
Identification No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices) (Zip Code)
(708) 995-6000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Santa Fe Pacific Corporation announced its 1994 third
quarter earnings in an October 19, 1994, press release, which
press release is attached as Exhibit 99 and is hereby
incorporated by reference.
-1-
<PAGE>
SIGNATURES
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 hereunto duly authorized.
SANTA FE PACIFIC CORPORATION
(Registrant)
Date: October 21, 1994 By: /s/ Thomas N. Hund
----------------------------
(Signature)
Thomas N. Hund
Vice President and
Controller
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<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER Description of Exhibit
------- ----------------------
99 Santa Fe Pacific Corporation News Release dated October
19, 1994.
E-1
News Release FOR IMMEDIATE RELEASE: OCTOBER 19, 1994
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173-5860
Corporate Communications Department
Contact: Catherine Westphal
(708) 995-6273
Release # 53
HIGHLIGHTS
Third Quarter 1994
Financial
- Net income from continuing operations of $50.5 million or
$0.27 per share compared to 1993 adjusted net income from
continuing operations of $12.0 million or $0.07 per share
- Record Railway operating income of $117.8 million, up from
$49.6 million in flood-impacted third quarter 1993
- Quarterly operating ratio improves to 82.7% compared to
91.5% last year
- Railway revenues up 16%, led by a 28% increase in intermodal
volumes
- Income of $9.3 million from Pipelines investment up 7% from
1993 adjusted income
- Interest expense of $29.6 million decreased $4.5 million or
13% due to lower debt levels
Other
- Dedication of new $75 million Hodgkins/Willow Springs,
Illinois Intermodal Facility
- Santa Fe Pacific Gold Corp. shares distributed to SFP
shareholders on September 30, 1994
<PAGE>
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#53 (708) 995-6273
THIRD QUARTER NET INCOME UP SIGNIFICANTLY
SCHAUMBURG, ILLINOIS, OCTOBER 19, 1994 -- Santa Fe Pacific
Corporation (SFP) reported third quarter net income from
continuing operations of $50.5 million or $0.27 per share
compared to net income from continuing operations, adjusted to
exclude special items, of $12.0 million or $0.07 per share a year
ago.
"The company's performance was driven primarily by railroad
operating income of $117.8 million, which was the highest
quarterly operating income in Santa Fe Railway's history," said
Robert D. Krebs, chairman, president and chief executive officer.
"Intermodal traffic growth and continued operating efficiencies
contributed to this record-setting performance."
RAILWAY RESULTS
Operating income of $117.8 million was more than double the
third quarter of 1993, which was significantly impacted by last
year's midwestern flooding. Rail revenues of $680.2 million rose
16% as volumes increased 11% over last year and average revenue
per car improved 4%. The quarterly operating ratio improved to
82.7% from 91.5% in 1993.
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<PAGE>
SFP Earnings
Page 2
Intermodal traffic was up sharply, partially because this was
the business segment most severely impacted by the 1993 flood.
Intermodal revenues of $308.2 million were 33% higher than last
year. Revenues in the direct marketing segment, which includes
J.B. Hunt Transport and United Parcel Service business and less-
than-truckload (LTL) shipments, rose 41% compared to 1993.
Revenues from intermodal marketing companies were up 31% compared
to last year.
Automotive business revenues were $49.0 million, up 27%
compared to 1993 as carloadings rose 13%. Carload commodity
revenues increased 7% to $156.2 million due principally to
increased shipments of lumber and petroleum products. Bulk
commodities revenues of $154.5 million were down 2% compared to
last year as decreased grain shipments were largely offset by
increases in coal and grain products.
While overall volumes increased 11%, operating expenses
increased only 5% to $562.4 million. Compensation and benefits
expense rose $13.5 million or 7% and contract services expenses
rose $18.5 million or 22% due to higher volumes and increased use
of contract services for locomotive maintenance.
OTHER RESULTS
SFP interest expense of $29.6 million was 13% lower than last
year due to reduced debt levels. SFP's equity investment in
Santa Fe Pacific Pipeline Partners, L.P. produced income of $9.3
million in the third quarter compared to adjusted income of $8.7
million in the prior year. Pipeline revenues were up 5% compared
to last year, reflecting higher commercial volumes.
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<PAGE>
SFP Earnings
Page 3
1994 YEAR-TO-DATE
For the first nine months of 1994, SFP reported adjusted net
income from continuing operations of $123.5 million or $0.65 per
share compared to $61.4 million or $0.33 per share a year ago,
excluding special items in both periods. The improvement was due
primarily to business growth at Santa Fe Railway as operating
income for the first nine months of this year was $305.9 million
compared to $202.9 million last year. The railroad's operating
ratio for 1994 to-date is 84.5% compared to 88.6% for 1993.
# # #
<PAGE>
Santa Fe Pacific Corporation
Consolidated Statement of Operations
(Unaudited. In millions, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1994 1993 1994 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating Revenues $ 680.2 $ 585.8 $ 1,969.9 $ 1,778.1
----------- ----------- ----------- -----------
Operating Expenses
Compensation and benefits 208.5 195.0 625.3 600.0
Contract services 104.2 85.7 282.3 239.8
Fuel 62.8 53.4 182.9 172.2
Equipment rents 62.9 65.4 185.3 170.1
Depreciation and amortization 50.4 47.6 149.6 140.4
Materials and supplies 26.8 33.9 91.6 98.1
Other 46.8 55.2 147.0 154.6
----------- ----------- ----------- -----------
Total Operating Expenses 562.4 536.2 1,664.0 1,575.2
----------- ----------- ----------- -----------
Operating Income 117.8 49.6 305.9 202.9
Equity in Earnings of Pipeline 9.3 (3.5) 26.3 11.1
Interest Expense 29.6 34.1 89.5 103.7
Gain on Sale of California Lines - - - 145.4
Other Income (Expense) - Net (10.0) 18.8 22.7 4.7
----------- ----------- ----------- -----------
Income From Continuing Operations Before Income Taxes 87.5 30.8 265.4 260.4
Income Taxes 37.0 41.1 112.3 136.1
----------- ----------- ----------- -----------
Income (Loss) From Continuing Operations 50.5 (10.3) 153.1 124.3
Income from Discontinued Operations, Net of Income Taxes - 7.5 23.1 147.5
----------- ----------- ----------- -----------
Net Income (Loss) $ 50.5 $ (2.8) $ 176.2 $ 271.8
=========== =========== =========== ===========
Net Income (Loss) Per Share
Continuing Operations $ 0.27 $ (0.05) $ 0.81 $ 0.67
Discontinued Operations - 0.04 0.12 0.79
----------- ----------- ----------- -----------
Net Income (Loss) $ 0.27 $ (0.01) $ 0.93 $ 1.46
=========== =========== =========== ===========
Adjusted Net Income Per Share - Continuing Operations (1) $ 0.27 $ 0.07 $ 0.65 $ 0.33
=========== =========== =========== ===========
Average Number of Common and Common Equivalent Shares 189.3 187.5 189.7 186.7
=========== =========== =========== ===========
<F1>
(1) 1994 Adjusted Net Income Per Share excludes after tax effect of the first quarter gain on sale of an investment
and favorable outcome of a litigation settlement; and the second quarter credit resulting from changes in
postretirement medical benefits eligibility requirements and loss related to an adverse appellate court decision.
1993 Adjusted Net Income Per Share excludes after tax effect of the first quarter gain on sale of California
lines; and the third quarter favorable outcome of arbitration and litigation settlements, Pipelines special
charge, and the retroactive impact of the increase in the federal income tax rate to 35%.
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
(Unaudited, in millions)
<TABLE>
<CAPTION>
September 30, December 31,
Condensed Balance Sheet 1994 1993
----------- -----------
<S> <C> <C>
Assets
Cash and cash equivalents $ 16.5 $ 70.3
Other current assets 344.1 387.4
----------- -----------
Total current assets 360.6 457.7
Properties and other assets 4,954.9 4,667.9
Net assets of discontinued operations - 248.4
----------- -----------
Total Assets $ 5,315.5 $ 5,374.0
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities $ 893.6 $ 854.5
Long-term debt due after one year 890.0 991.1
Other liabilities 2,324.1 2,260.1
Shareholders' equity 1,207.8 1,268.3
----------- -----------
Total Liabilities and Shareholders' Equity $ 5,315.5 $ 5,374.0
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1994 1993 1994 1993
Condensed Statement of Cash Flows ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash Provided by Continuing Operations $ 118.7 $ 97.2 $ 297.6 $ 175.6
Cash Used for Capital Expenditures (127.4) (113.0) (333.2) (255.4)
Proceeds From Sale of Property,
Plant and Equipment 1.6 5.4 16.2 236.6
Net Repayment of Borrowings (23.1) (60.8) (151.6) (147.5)
Cash Provided by Other Activities 31.7 22.4 103.7 68.1
----------- ----------- ----------- -----------
Cash Provided by (Used for) Continuing Operations 1.5 (48.8) (67.3) 77.4
Cash Provided by (Used for) Discontinued Operations - 0.1 13.5 (113.2)
----------- ----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents $ 1.5 $ (48.7) $ (53.8) $ (35.8)
=========== =========== =========== ===========
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
Supplemental Data - Santa Fe Railway
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1994 1993 1994 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating Revenues (In millions)
Intermodal $ 308.2 $ 232.6 $ 866.1 $ 709.4
Carload commodities 156.2 145.9 463.6 436.5
Bulk products 154.5 157.4 447.8 463.6
Automotive 49.0 38.7 161.5 138.3
Other 12.3 11.2 30.9 30.3
----------- ----------- ----------- -----------
Total operating revenues $ 680.2 $ 585.8 $ 1,969.9 $ 1,778.1
=========== =========== =========== ===========
Operating ratio 82.7 % 91.5 % 84.5 % 88.6 %
Revenue ton miles (billions) 25.3 21.9 74.1 66.9
Freight revenue per thousand revenue ton mile $ 26.36 $ 26.27 $ 26.18 $ 26.13
Carloadings (thousands) 491.1 440.6 1,436.4 1,321.3
Average revenue per car $ 1,360 $ 1,304 $ 1,350 $ 1,323
Employees (period-end) 15,303 14,681 15,303 14,681
</TABLE>
