FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For Transition Period from _________________ to ____________________
Commission File No. 1-9064
CONSOLIDATED RAIL CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23 1989084
--------------------------------- ---------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2001 Market Street, Two Commerce Square
Philadelphia, Pennsylvania 19101-1417
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 209-4000
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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
----- -----
Aggregate market value of voting stock held by non-affiliates of the
Registrant (as of March 3, 1995): $0.
Shares of Common Stock Outstanding (as of March 3, 1995): 100 Shares, all
of which are held by the parent of the Registrant
DOCUMENTS INCORPORATED BY REFERENCE: NONE
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
(J)(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH
THE REDUCED DISCLOSURE FORMAT.
Reflects correction of typographical error on page 48 and Exhibit 12
<PAGE>
POWER OF ATTORNEY
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Each person whose signature appears below under
"SIGNATURES" hereby authorizes H. William Brown and Bruce B.
Wilson, or either of them, to execute in the name of each
such person, and to file, any amendment to this report and
hereby appoints H. William Brown and Bruce B. Wilson, or
either of them, as attorneys-in-fact to sign on his or her
behalf, individually and in each capacity stated below, and
to file any and all amendments to this report.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act 1934, Consolidated Rail
Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED RAIL CORPORATION
Date: March 15, 1995
By /s/ James A. Hagen
------------------------
James A. Hagen
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below on this 15th
day of March, 1995, by the following persons on behalf of
Conrail Inc. and in the capacities indicated.
Signature Title
/s/ James A. Hagen
--------------------------- Chairman and Chief Executive
James A. Hagen Officer and Director
(Principal Executive Officer)
/s/ H. William Brown
--------------------------- Senior Vice President - Finance
H. William Brown and Administration
(Principal Financial Officer)
48
<PAGE>
<TABLE>
Exhibit 12
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CONSOLIDATED RAIL CORPORATION
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COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
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($ In Millions)
<CAPTION>
Quarters Ended Quarters Ended Quarters Ended Quarters Ended Years Ended
March 31, June 30, September 30, December 31, December 31,
-------------- -------------- -------------- -------------- -----------------
1994(1) 1993 1994 1993 1994 1993 1994 1993 1994 1993 1992
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Earnings
--------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $(51) $ 73 $166 $137 $ 171 $ 70 $240 $161 $526 $441 $460
Add:
Interest expense 44 44 44 46 45 43 45 44 178 177 172
Rental expense
interest factor 9 7 9 5 7 5 17 12 42 29 26
Less equity in
undistributed
earnings of 20-50%
owned companies (4) (9) (5) 2 (4) (16) (7) (3) (20) (26) 4
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Earnings available for
fixed charges (loss) $ (2) $115 $214 $190 $219 $102 $295 $214 $726 $621 $662
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
Fixed Charges
-------------
Interest expense 44 44 44 46 45 43 45 44 178 177 172
Rental expense interest
factor 9 7 9 5 7 5 17 12 42 29 26
Capitalized interest 1 1 1 1 1
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Fixed charges $ 53 $ 51 $ 53 $ 52 $ 53 $ 48 $ 62 $ 56 $221 $207 $199
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
Ratio of earnings to
fixed charges - 2.25x 4.04x 3.65x 4.13x 2.13x 4.76x 3.82x 3.29X 3.00x 3.33x
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
<FN>
Note: For the purpose of computing the ratio of earnings to fixed charges, earnings represent income
before income taxes plus fixed charges, less equity in undistributed earnings of 20% to 50% owned
companies. Fixed charges represent interest expense together with interest capitalized and a
portion of rent under long-term operating leases representative of an interest factor.
(1) During the first quarter of 1994, the Company recorded a charge of $51 million (after tax
benefits of $33 million) for a non-union employee voluntary retirement program and related
costs. After this one-time charge, earnings were insufficient by $55 million to cover
fixed charges for the quarter.
</FN>
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities and
Exchange Act of 1934, as amended, the registrant has duly
caused this Report on Form 10K/A to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONSOLIDATED RAIL CORPORATION
/s/ H. William Brown
-----------------------
H. William Brown
Senior Vice President -
Finance and Administration
and Attorney-in-fact.
March 29, 1995
