-----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, ftb2w2LVcI+nkg+MfvkpfL/Uh8iJvqVLfSg/3j+7MPsbCrf0Rx2BTWQXWnKkKzCN rOdaSF+mdJIJuRpYGs5M1g== 0000732639-94-000005.txt : 19940121 0000732639-94-000005.hdr.sgml : 19940121 ACCESSION NUMBER: 0000732639-94-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940119 ITEM INFORMATION: 5 FILED AS OF DATE: 19940119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE PACIFIC CORP CENTRAL INDEX KEY: 0000732639 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 363258709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-08627 FILM NUMBER: 94501873 BUSINESS ADDRESS: STREET 1: 1700 EAST GOLF RD CITY: SCHAUMBURG STATE: IL ZIP: 60173-5860 BUSINESS PHONE: 7089956000 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE SOUTHERN PACIFIC CORP DATE OF NAME CHANGE: 19890516 8-K 1 FORM 8-K ITEM 5 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): January 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) ITEM 5. OTHER EVENTS Santa Fe Pacific Corporation announced its 1993 earnings in a January, 1994, press release, which press release is attached as Exhibit 99 and is hereby incorporated by reference. Attached as Exhibit 12.1 is a statement regarding computation of ratio of earnings to fixed charges (as of December 31, 1993). 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: January 19, 1994 By: /s/ Thomas N. Hund -------------------------------- (Signature) Thomas N. Hund Vice President and Controller EXHIBIT INDEX ------------- EXHIBIT NUMBER Description of Exhibit ------- ---------------------- 12.1 Statement regarding computation of ratio of earnings to fixed charges (as of December 31, 1993). 99 Santa Fe Pacific Corporation News Release dated January 19, 1994. EX-12.1 2 RATIO OF EARNINGS TO FIXED CHARGES Santa Fe Pacific Corporation Statement of Computation of Earnings to Fixed Charges (as of December 31, 1993) (In millions, except ratio) Year Ended December 31, 1993 ------------ Earnings: Income from continuing operations before income taxes $ 650.2 Add distributions greater than income of unconsolidated subsidiaries 5.4 Amortization of capitalized interest 2.0 Fixed charges before interest capitalized (see below) 173.7 --------- Total Earnings $ 831.3 ========= Fixed Charges: Interest expense including amortization of debt discount $ 142.4 Portion of rentals representing an interest factor 31.3 --------- Fixed charges before interest capitalized 173.7 Interest capitalized 8.7 --------- Total Fixed Charges $ 182.4 ========= Ratio of earnings to fixed charges 4.6 ========= Earnings in 1993 include a $145.4 million gain on the sale of rail lines in southern California and a $217.5 million gain on the exchange of mineral assets. Excluding these gains the ratio would have been 2.6. EX-99 3 PRESS RELEASE News Release FOR IMMEDIATE RELEASE: JANUARY 19, 1994 Santa Fe Pacific Corporation 1700 East Golf Road Schaumburg, Illinois 60173-5860 Corporate Communications Department Contact: Cathy Westphal (708) 995-6273 Release # 13 HIGHLIGHTS Fourth Quarter 1993 Overall Results - Net income of $67.0 million up 53% from 1992 adjusted net income - Earnings of $0.36 per share - Higher operating income at all segments Railway Results - Record operating income of $114.8 million up 25%, including an $8 million recovery of flood costs - Revenues of $631.1 million up 9% - Traffic volumes up 8% - Operating ratio improves to 81.8% Gold Results - Operating income of $21.2 million more than double 1992 - 241,000 ounces of gold sold - Reserves increased to 14.1 million ounces, up 26% since June 30, 1993 Pipelines Results - Operating income of $7.5 million up $0.6 million Other Highlights - Interest expense of $32.8 million decreased 24% FOR IMMEDIATE RELEASE MEDIA CONTACT: Cathy Westphal #13 (708) 995-6273 FOURTH QUARTER EARNINGS PER SHARE RISE 50% SCHAUMBURG, ILLINOIS, JANUARY 19, 1994 -- Santa Fe Pacific Corporation (SFP) reported fourth quarter net income of $67.0 million, or $0.36 per share compared to adjusted net income of $43.9 million, or $0.24 per share last year. Including a pre-tax gain of $204.9 million related to the sale of rail lines in southern California and an after tax extraordinary charge of $5.0 million for early retirement of debt, 1992 net income was $168.9 million or $0.91 per share. "Our fourth quarter performance was a great finish for the company in 1993," said Robert D. Krebs, chairman, president and chief executive officer. "The railroad achieved the highest quarterly operating income in its history and our gold company more than doubled its 1992 fourth quarter earnings." RAILWAY RESULTS Santa Fe Railway reported fourth quarter operating income of $114.8 million, a 25% increase over 1992. The quarterly operating ratio improved to 81.8% from 84.1% last year. Revenues of $631.1 million increased 9% resulting from an 8% increase in loadings and - more - SFP Earnings Page 2 a 1% increase in average revenue per car. Intermodal shipments increased 8% reflecting continued strength in direct marketing and international business. Carload shipments also increased 8% due to growth in automotive and coal business. Quarterly operating expenses of $516.3 million increased 6% compared to 1992, primarily due to increased traffic. Compensation and benefits expense of $199.8 million rose 3% from 1992 as increases in traffic were partially offset by operating efficiencies. Fuel expense of $66.9 million increased $9.5 million due to a 10% increase in consumption and a 6% increase in price. Fuel expense includes a 4.3 cents per gallon fuel tax increase that went into effect on October 1. Equipment rents of $59.3 million increased $7.9 million due to volume increases and additional equipment leased for new business. Other expenses of $112.7 million increased $5.0 million and include higher intermodal drayage and other contract service costs, which were partially offset by the recovery of approximately $8 million for certain flood costs incurred during the third quarter. GOLD RESULTS Santa Fe Pacific Gold's (SFPG) quarterly operating income of $21.2 million rose $11.5 million compared to the same quarter last year. Gold sales increased 178,000 ounces to 241,000 ounces due to increased sales at all operations including mines acquired as part of the asset exchange completed in the second quarter with Hanson Natural Resources Company. Fourth quarter 1992 results included income from coal and aggregate assets which were exchanged with Hanson. - more - SFP Earnings Page 3 For the quarter, average sales price per ounce of $382 was $8 below 1992, but $9 per ounce higher than the average spot price for the quarter. Average cash production cost was $165 per ounce, compared to $201 in 1992. Total cost per ounce decreased $26 to $239. Both cash and total production cost per ounce benefitted from increased production and other efficiencies. Yesterday, SFPG announced a 26% increase in proven and probable contained gold reserves from 11.2 million ounces announced as of June 30, 1993 to 14.1 million ounces as of December 31, 1993. SFPG has more than doubled its reserves since the end of 1992. PIPELINE RESULTS SFP's equity investment in Santa Fe Pacific Pipeline Partners, L.P., produced operating income of $7.5 million in the fourth quarter, compared to $6.9 million last year because of an increase in revenues from commercial shipments. OTHER INCOME AND INTEREST EXPENSE Other income-net of $1.2 million decreased $6.1 million due principally to reduced land sales by the railroad. Interest expense of $32.8 million declined $10.3 million from 1992 reflecting lower outstanding debt levels. 1993 ANNUAL RESULTS Excluding special items, SFP reported adjusted net income of $167.6 million, or $0.90 per share for the year compared to $138.8 million, or $0.75 per share in 1992. The improved 1993 performance is due to higher Railway and Gold operating income and lower interest expense, offset by lower other income-net related to reduced land sales and interest income. The higher operating income at Santa Fe Railway reflects growth in traffic and continued operating - more - SFP Earnings Page 4 efficiencies, and occurred despite depressed third quarter income due to the flood. The increase in Gold operating income includes the benefits of increased production at all operations including mines acquired as part of the asset exchange completed in the second quarter with Hanson. Including special items, SFP reported net income of $338.8 million, or $1.81 per share for the year compared to a loss of $104.5 million, or $0.57 per share in 1992. Annual 1993 results include a $32.0 million increase in tax expense for the retroactive effect of the increase in the maximum corporate federal income tax rate from 34% to 35%, $12.2 million in pre-tax expense for SFP's portion of environmental and litigation charges at Santa Fe Pacific Pipeline Partners, L.P., and $21.6 million in pre-tax gains related to the favorable outcome of arbitration and litigation settlements, all reflected in the third quarter. In addition, 1993 includes a second quarter non-cash pre-tax gain of $217.5 million on the asset exchange with Hanson and a first quarter pre-tax gain of $145.4 million from the sale of rail lines in southern California to various transit agencies. The 1992 results include the previously described fourth quarter gain on the sale of rail lines and the extraordinary charge, as well as third quarter pre-tax charges totalling $324.9 million related to Railway's crew consist agreement and operations centralization and increased environmental accruals at Railway and Pipeline. Results in 1992 also include a net charge of $163.0 million taken in the first quarter for the adoption of a new accounting method for health and life insurance and disability benefits for retired and inactive employees. # # # Santa Fe Pacific Corporation Consolidated Statement of Operations (Unaudited. In millions, except per share data)
Three Months Twelve Months Ended December 31, Ended December 31, 1993 1992 1993 1992 ----------- ----------- ----------- ----------- Revenues Rail $ 631.1 $ 578.7 $ 2,409.2 $ 2,251.7 Gold 94.0 46.6 298.6 220.6 Pipeline 7.5 6.9 18.6 24.1 ----------- ----------- ----------- ----------- Total revenues 732.6 632.2 2,726.4 2,496.4 ----------- ----------- ----------- ----------- Operating Income Rail 114.8 92.0 317.7 297.6 Rail Special Charge - - - (320.4) Gold 21.2 9.7 86.5 76.3 Pipeline 7.5 6.9 18.6 24.1 ----------- ----------- ----------- ----------- Total operating income 143.5 108.6 422.8 77.6 Other Income-Net 1.2 7.3 6.9 2.2 Gain on Sale of California Lines - 204.9 145.4 204.9 Gain on Exchange of Mineral Assets - - 217.5 - Interest Expense 32.8 43.1 142.4 180.2 ----------- ----------- ----------- ----------- Income Before Income Taxes 111.9 277.7 650.2 104.5 Income Tax 44.9 103.8 311.4 41.0 ----------- ----------- ----------- ----------- Income Before Extraordinary Charge and Cumulative Effect of a Change in Accounting 67.0 173.9 338.8 63.5 Extraordinary Charge on Early Retirement of Debt, Net of Income Taxes - (5.0) - (5.0) Cumulative Effect of a Change in Accounting for Postretirement and Postemployment Benefits, Net of Income Taxes - - - (163.0) ----------- ----------- ----------- ----------- Net Income (Loss) $ 67.0 $ 168.9 $ 338.8 $ (104.5) =========== =========== =========== =========== Income (Loss) Per Share of Common Stock Before Extraordinary Charge and Cumulative Effect of a Change in Accounting $ 0.36 $ 0.94 $ 1.81 $ 0.34 Extraordinary Charge - (0.03) - (0.03) Cumulative Effect of a Change in Accounting - - - (0.88) ----------- ----------- ----------- ----------- Net Income (Loss) Per Share $ 0.36 $ 0.91 $ 1.81 $ (0.57) =========== =========== =========== =========== Average Number of Common and Common Equivalent Shares 188.6 185.2 187.2 184.8 =========== =========== =========== ===========
Santa Fe Pacific Corporation (Unaudited, in millions) Condensed Balance Sheet
December 31, 1993 1992 ---------- ---------- Assets Cash and cash equivalents $ 96.4 $ 100.1 Other current assets 482.1 437.5 ---------- ---------- Total current assets 578.5 537.6 Properties and other assets 5,358.5 4,807.8 ---------- ---------- Total Assets $ 5,937.0 $ 5,345.4 ========== ========== Liabilities and Shareholders' Equity Current liabilities $ 921.8 $ 942.0 Long-term debt due after one year 1,185.1 1,245.7 Other liabilities 2,561.8 2,229.2 Shareholders' equity 1,268.3 928.5 ---------- ---------- Total Liabilities and Shareholders' Equity $ 5,937.0 $ 5,345.4 ========== ==========
Condensed Statement of Cash Flows
Three Months Twelve Months Ended December 31, Ended December 31, 1993 1992 1993 1992 ---------- ---------- ---------- ---------- Cash Provided by Operations $ 127.2 $ 111.5 $ 351.9 $ 312.2 Cash Used for Capital Expenditures (159.4) (108.6) (488.6) (322.5) Proceeds From Sale of Property, Plant and Equipment 11.1 285.8 247.9 320.7 Net Borrowings (Repayments) 51.4 (213.0) (193.6) (426.5) Cash Dividends Paid - (18.2) (18.5) (18.2) Cash Provided by (Used for) Other Activities 22.6 (4.8) 97.2 70.8 ---------- ---------- ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents $ 52.9 $ 52.7 $ (3.7) $ (63.5) ========== ========== ========== ==========
Santa Fe Pacific Corporation Supplemental Data (Unaudited) Three Months Twelve Months Ended December 31, Ended December 31, 1993 1992 1993 1992 ----------- ----------- ----------- ----------- Rail Operating expenses (In millions) Compensation and benefits $ 199.8 $ 194.0 $ 799.8 $ 798.8 Fuel 66.9 57.4 239.1 205.5 Equipment rents 59.3 51.4 229.4 186.0 Depreciation and amortization 48.0 45.3 188.4 180.8 Materials and supplies 29.6 30.9 127.7 127.5 Other 112.7 107.7 507.1 455.5 Special charge - - - 320.4 ----------- ----------- ----------- ----------- Total operating expenses $ 516.3 $ 486.7 $ 2,091.5 $ 2,274.5 =========== =========== =========== =========== Operating ratio (1) 81.8 % 84.1 % 86.8 % 86.8 % Revenue ton-miles (billions) 24.2 22.2 93.1 85.6 Revenue per revenue ton mile (cents) 2.56 2.57 2.54 2.58 Carloadings (thousands) 469.4 435.5 1,790.7 1,670.1 Average revenue per car $ 1,323 $ 1,306 $ 1,323 $ 1,323 Employees (period-end) 14,794 13,991 14,794 13,991 Gold Ounces produced (thousands) 251 49 611 296 Ounces sold (thousands) 241 63 591 295 Average sales price (per ounce) $ 382 $ 390 $ 387 $ 394 Average production cost (per ounce) $ 239 $ 265 $ 243 $ 222 Average cash production cost (per ounce) $ 165 $ 201 $ 167 $ 162 Employees (period-end) 1,462 993 1,462 993
(1) 1992 excludes $320.4 million special charge. -----END PRIVACY-ENHANCED MESSAGE-----