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 September 30, 1995 ------------------ 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 1-9064 ------ CONSOLIDATED RAIL CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-1989084 - ----------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 Market Street, Philadelphia, Pennsylvania 19101 - ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (215) 209-4000 - ---------------------------------------------------------------------- (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. Number of shares of common stock outstanding (as of October 31, 1995) 100* Registrant meets the conditions set forth in general instructions H(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. * Consolidated Rail Corporation is a wholly-owned subsidiary of Conrail Inc. (CRR). CONSOLIDATED RAIL CORPORATION INDEX Page Number ------------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Statements of Income - Quarters and nine months ended September 30, 1995 and 1994 3 Condensed Consolidated Balance Sheets - September 30, 1995 and December 31, 1994 4 Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 1995 and 1994 5 Notes to Condensed Consolidated Financial Statements 6 Report of Independent Accountants 7 Item 2. Management's Analysis of Results of Operations 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURES 11 2 PART I. FINANCIAL INFORMATION CONSOLIDATED RAIL CORPORATION Item 1. Financial Statements. -------------------- CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) ($ In Millions) Quarters Ended Nine Months Ended September 30, September 30, -------------- ----------------- 1995 1994 1995 1994 ---- ---- ------ ------ Revenues $919 $943 $2,722 $2,735 Operating expenses Way and structures 116 122 368 387 Equipment 188 204 576 624 Transportation 316 341 983 1,029 General and administrative 91 84 295 263 Early retirement program 84 ---- ---- ------ ------ Total operating expenses 711 751 2,222 2,387 ---- ---- ------ ------ Income from operations 208 192 500 348 Interest expense (46) (45) (140) (133) Other income, net 20 24 77 71 ---- ---- ------ ------ Income before income taxes 182 171 437 286 Income taxes 67 67 149 114 ---- ---- ------ ------ Net income $115 $104 $ 288 $ 172 ==== ==== ====== ====== Ratio of earnings to fixed charges 4.07x 4.13x 3.33x 2.71x See accompanying notes. 3 CONSOLIDATED RAIL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ($ In Millions) September 30, December 31, 1995 1994 ------------ ------------ ASSETS Current assets Cash and cash equivalents $ 68 $ 31 Accounts receivable 669 650 Deferred tax assets 241 241 Material and supplies 165 164 Other current assets 30 23 ------ ------ Total current assets 1,173 1,109 Property and equipment, net 6,680 6,498 Other assets 792 676 ------ ------ Total assets $8,645 $8,283 ====== ====== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Short-term borrowings 174 112 Current maturities of long-term debt 114 130 Accounts payable 179 122 Wages and employee benefits 175 169 Casualty reserves 107 103 Accrued and other current liabilities 497 549 ------ ------ Total current liabilities 1,246 1,185 Long-term debt 2,037 1,940 Casualty reserves 208 212 Deferred income taxes 1,336 1,212 Special income tax obligation 459 513 Other liabilities 328 328 ------ ------ Total liabilities 5,614 5,390 ------ ------ Stockholder's equity Preferred stock Common stock Additional paid-in capital 2,130 2,128 Note receivable from ESOP (306) (312) Retained earnings 1,207 1,077 ------ ------ Total stockholder's equity 3,031 2,893 ------ ------ Total liabilities and stockholder's equity $8,645 $8,283 ====== ====== See accompanying notes. 4 CONSOLIDATED RAIL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ($ In Millions) Nine Months Ended September 30, ---------------- 1995 1994 ----- ----- Cash flows from operating activities $ 481 $ 393 ----- ----- Cash flows from investing activities Property and equipment acquisitions (327) (371) Net payments for capital lease buyouts (26) Other (29) (39) ----- ----- Net cash used in investing activities (382) (410) ----- ----- Cash flows from financing activities Net proceeds from short-term borrowings 62 107 Proceeds from long-term debt 85 114 Payment of long-term debt (75) (120) Dividends paid on common stock (157) (94) Other 23 23 ----- ----- Net cash provided by (used in) financing activities (62) 30 ----- ----- Increase in cash and cash equivalents 37 13 Cash and cash equivalents Beginning of period 31 26 ----- ----- End of period $ 68 $ 39 ===== ===== See accompanying notes. 5 CONSOLIDATED RAIL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The unaudited financial statements contained herein present the consolidated financial position of Consolidated Rail Corporation (the "Company") as of September 30, 1995 and December 31, 1994, the consolidated results of operations for the three and nine-month periods ending September 30, 1995 and 1994 and the consolidated cash flows for the nine-month periods ended September 30, 1995 and 1994. In the opinion of management, these financial statements include all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results for the interim periods included. The rules and regulations of the Securities and Exchange Commission permit certain information and footnote disclosures, ordinarily required by generally accepted accounting principles, to be condensed or omitted from interim financial reports. Accordingly, the financial statements included herein should be read in conjunction with the audited financial statements and notes for the year ended December 31, 1994, presented in the Company's Annual Report on Form 10-K. 2. As a result of a decrease in a state income tax rate enacted during the second quarter of 1995, income tax expense for the nine months ended September 30, 1995 was reduced by $21 million representing the effects of adjusting deferred income taxes and the special income tax obligation for the rate decrease as required under SFAS 109, "Accounting for Income Taxes". 3. 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 early retirement program and related costs. The majority of the cost of the early retirement program is being paid from the Company's overfunded pension plan. 4. Information regarding contingent liabilities and litigation was included in Note 12 to Consolidated Financial Statements and Part I, Item 3 - Legal Proceedings in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. There have been no material developments with respect to these matters during the first nine months of 1995, except as disclosed in the Annual Report on Form 10-K and the quarterly report on Form 10-Q for the periods ended June 30, 1995. 6 REPORT OF INDEPENDENT ACCOUNTANTS The Stockholder and Board of Directors of Consolidated Rail Corporation We have reviewed the accompanying condensed consolidated balance sheet of Consolidated Rail Corporation and its subsidiaries (the "Company") as of September 30, 1995 and the related condensed consolidated statements of income for the three and nine months ended September 30, 1995 and September 30, 1994 and the condensed consolidated statements of cash flows for the nine months ended September 30, 1995 and September 30, 1994. This financial information is the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1994, and the related consolidated statements of income, of stockholder's equity and of cash flows for the year then ended (not presented herein), and in our report dated January 23, 1995 we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph describing the Company's change in methods of accounting for income taxes and postretirement benefits other than pensions in 1993. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1994, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PRICE WATERHOUSE LLP Thirty South Seventeenth Street Philadelphia, PA 19103 October 18, 1995 7 CONSOLIDATED RAIL CORPORATION Item 2. Management's Analysis of Results of Operations. ----------------------------------------------- Results of Operations - --------------------- First Nine Months of 1995 compared with First Nine Months of 1994 - ----------------------------------------------------------------- Net income for the first nine months of 1995 was $288 million which included the tax benefit of $21 million recorded during the second quarter (see Note 2 to the Condensed Consolidated Financial Statements). Net income for the first nine months of 1994 was $172 million and included the one-time after-tax charge of $51 million related to the early retirement program (see Note 3 to the Condensed Consolidated Financial Statements). Operating revenues (primarily freight line haul revenue, but also including switching, demurrage and incidental revenues) decreased $13 million, or .5%, to $2,722 million for the first nine months of 1995 from $2,735 million for the first nine months of 1994. A 4.7% decrease in traffic volume resulted in a $122 million decrease in revenues that was partially offset by revenue increases related to higher average rates, $80 million, and favorable traffic mix, $17 million. Other revenues increased $12 million. Operating expenses decreased $165 million, or 6.9%, from $2,387 million in the first nine months of 1994, which included the $84 million charge related to the non-union voluntary early retirement program and related costs, to $2,222 million in the first nine months of 1995. The following table sets forth the operating expenses for the two periods: First Nine Months ----------------- Increase ($ In Millions) 1995 1994 (Decrease) ------ ------ -------- Compensation and benefits $ 957 $ 957 $ - Fuel 125 140 (15) Material and supplies 134 162 (28) Equipment rents 259 289 (30) Depreciation and amortization 220 208 12 Casualties and insurance 125 145 (20) Other 402 402 - Early retirement program 84 (84) ------ ------ ----- $2,222 $2,387 $(165) ====== ====== ===== Compensation and benefits as a percent of revenues was 35.2% in the first nine months of 1995 as compared with 35.0% in the first nine months of 1994. 8 Fuel costs decreased $15 million, or 10.7%, as a result of lower traffic volume, greater efficiencies and lower average fuel prices. The decrease of $28 million, or 17.3%, in material and supplies cost was attributable to a lower level of repair and maintenance expenditures. Equipment rents decreased $30 million, or 10.4%, primarily as a result of fewer foreign cars on line and improved equipment utilization. Casualties and insurance costs were lower by $20 million, or 13.8%, primarily as a result of an unfavorable year-to-date estimated cost per claim adjustment made in the third quarter of 1994 and fewer employee personal injury claims in 1995, which were partially offset by several large adverse verdicts in 1995. The Company's operating ratio (operating expenses as a percent of revenues) was 81.6% for the first nine months of 1995, compared with 87.3% for the first nine months of 1994. Without the $84 million one- time charge for the early retirement program, the operating ratio for the first nine months of 1994 would have been 84.2%. Other income, net increased $6 million, or 8.5%, primarily due to an $8 million gain from a property sale completed during the second quarter of 1995. The Company's effective income tax rate for the first nine months of 1995 was 34.1% compared with 39.9% for the same period of 1994. The decrease is primarily related to a $21 million reduction in income taxes as a result of a decrease in a state income tax rate which was enacted during the second quarter of 1995 (see Note 2 to the Condensed Consolidated Financial Statements). 9 PART II. OTHER INFORMATION CONSOLIDATED RAIL CORPORATION Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits 12 Computations of the ratio of earnings to fixed charges. 15 Letter re unaudited interim financial information from Price Waterhouse LLP. 27 Financial data schedule. (b) Reports on Form 8-K None 10 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 thereunto duly authorized. CONSOLIDATED RAIL CORPORATION Registrant /S/ Bruce B. Wilson ------------------------------- Bruce B. Wilson Senior Vice President - Law /S/ H. W. Brown ------------------------------- H. W. Brown Senior Vice President - Finance and Administration (Principal Financial Officer) Date: November 9, 1995 11 EXHIBIT INDEX ------------- Exhibit No. - ------- 12 Computations of the ratio of earnings to fixed charges. 15 Letter re unaudited interim financial information from Price Waterhouse LLP. 27 Financial data schedule. 12