<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 1-6324
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 41-6034000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2650 Lou Menk Drive
Fort Worth, Texas 76131
(Address of principal executive offices) (Zip Code)
(817) 333-2000
(Registrant's telephone number, including area code)
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.
Shares
Class Outstanding at April 28, 2000
----- -----------------------------
Common stock, $1.00 par value 1,000 shares
* The Burlington Northern and Santa Fe Railway Company is a wholly-owned
subsidiary of Burlington Northern Santa Fe Corporation (BNSF); as a result there
is no market data with respect to registrant's shares.
Registrant meets the conditions set forth in General Instruction H (1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format permitted by General Instruction H (2).
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions)
(Unaudited)
Three Months
Ended
March 31,
----------------------------------------
2000 1999
----------------- ------------------
Revenues $ 2,237 $ 2,182
----------------- ------------------
Operating expenses:
Compensation and benefits 698 689
Purchased services 231 229
Depreciation and amortization 222 219
Equipment rents 179 193
Fuel 211 165
Materials and other 187 207
----------------- -----------------
Total operating expenses 1,728 1,702
----------------- -----------------
Operating income 509 480
Interest expense 47 47
Interest expense, related parties 31 29
Other income (expense), net (3) (1)
----------------- -----------------
Income before income taxes 428 403
Income tax expense 162 151
----------------- -----------------
Net income $ 266 $ 252
================= =================
See accompanying notes to consolidated financial statements.
-1-
<PAGE>
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
----------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 102 $ 79
Accounts receivable, net 329 394
Materials and supplies 228 255
Current portion of deferred income taxes 306 326
Other current assets 86 63
----------------- -----------------
Total current assets 1,051 1,117
Property and equipment, net 21,691 21,622
Other assets 1,098 898
----------------- -----------------
Total assets $ 23,840 $ 23,637
================= =================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and other current liabilities $ 1,890 $ 2,052
Long-term debt due within one year 127 158
----------------- -----------------
Total current liabilities 2,017 2,210
Long-term debt 2,559 2,592
Intercompany notes payable 1,708 1,583
Deferred income taxes 6,104 6,063
Casualty and environmental liabilities 435 423
Employee merger and separation costs 285 302
Other liabilities 1,007 1,005
----------------- -----------------
Total liabilities 14,115 14,178
----------------- -----------------
Commitments and contingencies (See Notes 3 and 4)
Stockholder's equity:
Common stock, $1 par value (1,000 shares authorized, issued
and outstanding) and paid-in capital 4,706 4,706
Retained earnings 5,026 4,760
Accumulated other comprehensive deficit (7) (7)
----------------- -----------------
Total stockholder's equity 9,725 9,459
----------------- -----------------
Total liabilities and stockholder's equity $ 23,840 $ 23,637
================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
----------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Operating Activities:
Net income $ 266 $ 252
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 222 219
Deferred income taxes 62 79
Employee merger and separation costs paid (20) (24)
Other, net 8 (46)
Changes in current assets and liabilities:
Accounts receivable 65 38
Materials and supplies 27 (3)
Other current assets (23) 1
Accounts payable and other current liabilities (156) 96
-------------- --------------
Net cash provided by operating activities 451 612
-------------- --------------
Investing Activities:
Capital expenditures (252) (373)
Other, net (235) (204)
-------------- --------------
Net cash used for investing activities (487) (577)
-------------- --------------
Financing Activities:
Proceeds from issuance of long-term debt - 4
Payments on long-term debt (65) (31)
Net increase in intercompany notes payable 125 -
Other, net (1) -
-------------- --------------
Net cash provided by (used for) financing activities 59 (27)
-------------- --------------
Increase in cash and cash equivalents 23 8
Cash and cash equivalents:
Beginning of period 79 95
-------------- --------------
End of period $ 102 $ 103
============== ==============
Supplemental cash flow information:
Interest paid, net of amounts capitalized $ 54 $ 54
Income taxes paid (refunded), net 165 45
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES AND INTERIM RESULTS
The consolidated financial statements should be read in conjunction with The
Burlington Northern and Santa Fe Railway Company (BNSF Railway or Company)
Annual Report on Form 10-K for the year ended December 31, 1999. BNSF Railway is
a wholly-owned subsidiary of Burlington Northern Santa Fe Corporation (BNSF).
The consolidated financial statements include the accounts of BNSF Railway and
its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
The results of operations for any interim period are not necessarily indicative
of the results of operations to be expected for the entire year. In the opinion
of management, all adjustments (consisting of only normal recurring adjustments,
except as disclosed) necessary to present fairly BNSF Railway's consolidated
financial position as of March 31, 2000 and December 31, 1999 and the
consolidated results of operations for the three month periods ended March 31,
2000 and 1999 have been included. For the three month periods ended March 31,
2000 and 1999, the Company's comprehensive income was equal to net income.
Certain comparative prior year amounts in the consolidated financial statements
have been reclassified to conform to the current year presentation.
2. PROPOSED COMBINATION WITH CANADIAN NATIONAL RAILWAY COMPANY
On December 18, 1999, BNSF and Canadian National Railway Company ("CN") entered
into an agreement to combine the two companies ("Combination"). See the
discussion under "Proposed Combination With Canadian National Railway Company"
in Note 1 to the Consolidated Financial Statements on pages 34-35 of BNSF's 1999
Annual Report to Shareholders, which information is hereby incorporated by
reference.
Completion of the Combination requires approval of the shareholders of BNSF and
CN. The Combination is also subject to approval of the U. S. Surface
Transportation Board (STB), compliance with the Competition Act (Canada), and
approval by the Quebec Superior Court. On March 17, 2000, the STB served a
Decision (STB Ex Parte No. 582) directing Class I railroads to suspend activity
relating to any railroad transaction that would be deemed a "major transaction"
under STB regulations, "pending development of new rules" by the STB governing
merger transactions. The Decision followed a four-day hearing that ended March
10, 2000, which the STB held to discuss the impact of future rail consolidations
on the present and future structure of the rail industry and what the evolving
structure of the North American railroad industry should be. The Decision
stated that no filings relating to a major railroad transaction will be accepted
for 15 months. The Decision also suspended the Notice of Intent to File
Railroad Control Application that had been filed by BNSF and CN on December 20,
1999, giving notice of the intent to file a joint application for STB approval
of the Combination on or after March 20, 2000.
On March 17, 2000, BNSF, CN, and the Western Coal Traffic League filed petitions
for review of the STB's March 17, 2000 Decision in the United States Court of
Appeals for the District of Columbia Circuit. On March 20, 2000, BNSF filed a
petition for stay pending judicial review with the STB. In the stay petition,
BNSF argued that the STB lacks statutory authority to impose a moratorium on the
filing of railroad applications, failed to observe required procedures before
entering its moratorium, and could not suspend the Notice of Intent to File
Railroad Application without conducting an adjudicatory proceeding. BNSF also
argued that during the pendency of the stay, the Board should accept the BNSF/CN
control application and should review it within the statutorily prescribed 16-
month period. In the absence of action by the STB on the petition for a stay by
March 29, 2000, BNSF filed on that date a motion for stay pending judicial
review of the United States Court of Appeals for the District of Columbia
Circuit, seeking similar relief to the petition for a stay filed with the STB.
On April 7, 2000, the STB denied the stay petition filed on March 20, 2000.
-4-
<PAGE>
On April 25, 2000, the District of Columbia Circuit Court of Appeals granted
BNSF's motion for expedited judicial review of the merits of the STB-issued
moratorium order with oral argument to be heard on June 13, 2000. The Court
deferred action on the stay motion pending oral argument.
Upon favorable resolution of the previously discussed litigation matters
concerning the Combination, a special meeting for the BNSF shareholders to vote
on the Combination will be held pursuant to the Combination agreement.
3. EMPLOYEE MERGER AND SEPARATION COSTS
Current and long-term employee merger and separation liabilities totaling $337
million are included in the consolidated balance sheet at March 31, 2000, and
principally represent: (i) employee-related severance costs for the
consolidation of clerical functions; (ii) deferred benefits payable upon
separation or retirement to certain active conductors, trainmen and locomotive
engineers; and (iii) certain non-union employee severance costs. During the
first three months of 2000, the Company made employee merger and separation
payments of $20 million.
Liabilities related to the consolidation of clerical functions are paid to
affected employees in the form of a lump-sum payment or payments made over five
to ten years, or in some cases, through retirement. Liabilities related to
deferred benefits payable to certain active conductors, trainmen and locomotive
engineers are paid upon the employees' separation or retirement. Liabilities
principally related to certain remaining non-union employee severances will be
paid over the next several years based on deferral elections made by affected
employees. At March 31, 2000, $52 million of the remaining liabilities are
included within current liabilities for anticipated costs to be paid over the
next twelve months.
4. COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL
The Company's operations, as well as those of its competitors, are subject to
extensive federal, state and local environmental regulation. BNSF Railway's
operating procedures include practices to protect the environment from the risks
inherent in railroad operations, which frequently involve transporting chemicals
and other hazardous materials. Additionally, many of BNSF Railway's land
holdings are and have been used for industrial or transportation-related
purposes or leased to commercial or industrial companies whose activities may
have resulted in discharges onto the property. As a result, BNSF Railway is
subject to environmental clean-up and enforcement actions. In particular, the
Federal Comprehensive Environmental Response, Compensation and Liability Act of
1980 (CERCLA), also known as the "Superfund" law, as well as similar state laws
generally impose joint and several liability for clean-up and enforcement costs
without regard to fault or the legality of the original conduct on current and
former owners and operators of a site. BNSF Railway has been notified that it is
a potentially responsible party (PRP) for study and clean-up costs at
approximately 31 Superfund sites for which investigation and remediation
payments are or will be made or are yet to be determined (the Superfund sites)
and, in many instances, is one of several PRPs. In addition, BNSF Railway may be
considered a PRP under certain other laws. Accordingly, under CERCLA and other
federal and state statutes, BNSF Railway may be held jointly and severally
liable for all environmental costs associated with a particular site. If there
are other PRPs, BNSF Railway generally participates in the clean-up of these
sites through cost-sharing agreements with terms that vary from site to site.
Costs are typically allocated based on relative volumetric contribution of
material, the amount of time the site was owned or operated, and/or the portion
of the total site owned or operated by each PRP.
Environmental costs include initial site surveys and environmental studies of
potentially contaminated sites as well as costs for remediation and restoration
of sites determined to be contaminated. Liabilities for environmental clean-up
costs are initially recorded when BNSF Railway's liability for environmental
clean-up is both probable and a reasonable estimate of associated costs can be
made. Adjustments to initial estimates are recorded as necessary based upon
additional information developed in subsequent periods. BNSF Railway conducts an
ongoing environmental contingency analysis, which considers a combination of
factors including independent consulting reports, site visits, legal reviews,
analysis of the likelihood of participation in and the ability of other PRPs to
pay for clean-up, and historical trend analyses.
-5-
<PAGE>
BNSF Railway is involved in a number of administrative and judicial proceedings
and other clean-up efforts at approximately 375 sites, including the Superfund
sites, at which it is participating in the study or clean-up, or both, of
alleged environmental contamination. BNSF Railway paid approximately $12 million
during the first three months of 2000 for mandatory and unasserted clean-up
efforts, including amounts expended under federal and state voluntary clean-up
programs. BNSF Railway has accruals of approximately $237 million for
remediation and restoration of all known sites. BNSF Railway anticipates that
the majority of the accrued costs at March 31, 2000, will be paid over the next
five years. No individual site is considered to be material.
Liabilities recorded for environmental costs represent BNSF Railway's best
estimates for remediation and restoration of these sites and include both
asserted and unasserted claims. Unasserted claims are not considered to be a
material component of the liability. Although recorded liabilities include BNSF
Railway's best estimates of all costs, without reduction for anticipated
recoveries from third parties, BNSF Railway's total clean-up costs at these
sites cannot be predicted with certainty due to various factors such as the
extent of corrective actions that may be required, evolving environmental laws
and regulations, advances in environmental technology, the extent of other
parties' participation in clean-up efforts, developments in ongoing
environmental analyses related to sites determined to be contaminated, and
developments in environmental surveys and studies of potentially contaminated
sites. As a result, future charges to income for environmental liabilities could
have a significant effect on results of operations in a particular quarter or
fiscal year as individual site studies and remediation and restoration efforts
proceed or as new sites arise. However, management believes that it is unlikely
that any identified matters, either individually or in the aggregate, will have
a material adverse effect on BNSF Railway's consolidated financial position or
liquidity.
OTHER CLAIMS AND LITIGATION
BNSF Railway and its subsidiaries are parties to a number of legal actions and
claims, various governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to environmental matters
and personal injury claims. While the final outcome of these items cannot be
predicted with certainty, considering among other things the meritorious legal
defenses available, it is the opinion of management that none of these items,
when finally resolved, will have a material adverse effect on the financial
position or liquidity of BNSF Railway, although an adverse resolution of a
number of these items could have a material adverse effect on the results of
operations in a particular quarter or fiscal year.
5. HEDGING ACTIVITIES
FUEL
During the past three years, fuel expenses approximated 10 percent of total
operating expenses. Due to the significance of diesel fuel expenses to the
operations of BNSF Railway and the historical volatility of fuel prices, the
Company maintains a program to hedge against fluctuations in the price of its
diesel fuel purchases. The intent of the program is to protect the Company's
operating margins and overall profitability from adverse fuel price changes by
entering into fuel hedge instruments based on management's evaluation of current
and expected diesel fuel price trends. However, to the extent the Company hedges
portions of its fuel purchases, it will not realize the impact of decreases in
fuel prices. Conversely, to the extent the Company does not hedge portions of
its fuel purchases, it may be adversely affected by increases in fuel prices.
The fuel-hedging program includes the use of commodity swap transactions that
are accounted for as hedges. Any gains or losses associated with changes in the
market value of the fuel swaps are deferred and recognized as a component of
fuel expense in the period in which the fuel is purchased and used. Based on
annualized fuel consumption during the first three months of 2000 and excluding
the impact of the hedging program, each one-cent increase in the price of fuel
would result in approximately $12 million of additional fuel expense on an
annual basis.
As of March 31, 2000, BNSF Railway had entered into fuel swaps for approximately
746 million gallons at an average price of approximately 50 cents per gallon.
The above price does not include taxes, transportation costs, certain other fuel
handling costs, and any differences which may occur from time to time between
the prices of commodities hedged and the purchase price of BNSF Railway's diesel
fuel. Currently, BNSF Railway's fuel hedging program covers approximately 41
percent of estimated fuel purchases for the remaining nine months of 2000, and
approximately 23 percent and 8 percent of estimated annual and quarterly fuel
purchases for 2001 and 2002, respectively. Hedge positions are closely monitored
to ensure that they will not exceed actual fuel requirements in any period.
-6-
<PAGE>
Unrecognized gains from BNSF Railway's fuel swap transactions were approximately
$80 million as of March 31, 2000, of which $54 million relates to swap
transactions that will expire in 2000. BNSF Railway also monitors its hedging
positions and credit ratings of its counterparties and does not anticipate
losses due to counterparty nonperformance.
6. RELATED PARTY TRANSACTIONS
BNSF Railway is involved with BNSF and certain of its subsidiaries in related
party transactions in the ordinary course of business, which include payments
made on each other's behalf and performance of services. Under the terms of a
tax allocation agreement with BNSF, BNSF Railway made federal and state income
tax payments of $165 million and $45 million, net of refunds, respectively,
during the first three months of 2000 and 1999, which are reflected in changes
in working capital in the consolidated statement of cash flows.
BNSF Railway had net intercompany payable balances of $136 million and $99
million at March 31, 2000 and December 31, 1999, respectively, which is
reflected in accounts payable and other current liabilities in the consolidated
balance sheet. Net intercompany receivable or payable balances are settled in
the ordinary course of business.
At March 31, 2000 and December 31, 1999, $1,724 and $1,734 million,
respectively, of intercompany notes payable to BNSF had a fixed interest rate of
6.9 percent. The remaining notes payable in both years had a variable interest
rate of 1.0 percent above the monthly average of the daily effective Federal
Funds rate. During the first quarter of 2000, BNSF Railway and BNSF agreed to
offset $500 million of the variable rate notes payable against $500 million of
variable rate notes receivable. BNSF Railway also made payments of $10 million
on the 6.9 percent notes. Proceeds from borrowings are primarily used to fund
capital expenditures and other investing activities. Interest is paid semi-
annually on all intercompany notes payable. Interest expense on intercompany
notes payable is reflected in interest expense, related parties in the
consolidated income statement. The intercompany notes are due on demand;
however, it is not anticipated that BNSF Railway will be required to pay these
obligations in the next twelve months.
At March 31, 2000 and December 31, 1999, BNSF Railway had $130 million and $765
million, respectively, of intercompany notes receivable from BNSF with a
variable interest rate of 1.0 percent above the monthly average of the daily
effective Federal Funds rate. The $635 million decrease in intercompany notes
receivable is primarily due to the offsetting of the $500 million of variable
rate notes receivable against the $500 million of variable rate notes payable,
as discussed above. Additionally, repayments of $290 million were partially
offset by additional borrowings of $155 million by BNSF during the first quarter
of 2000. Interest is collected semi-annually on all intercompany notes
receivable. The 2000 and 1999 balances include a $130 million receivable due to
SFP Pipelines Holdings, Inc., a subsidiary of BNSF Railway, from BNSF. The
receivable is due August 15, 2010 and interest is collected semi-annually. This
receivable originated between SFP Pipelines Holdings, Inc. and Santa Fe Pacific
Corporation (SFP). During 1997, BNSF assumed the note payable from SFP and SFP
recognized the assumption as a capital contribution from BNSF. On January 2,
1998, SFP, which was then BNSF Railway's parent, merged with and into BNSF
Railway. Interest income on intercompany notes receivable is reflected in
interest expense, related parties in the consolidated income statement.
In the BNSF Railway consolidated balance sheet, the intercompany notes payable
are presented net of the intercompany notes receivable discussed above. BNSF
Railway had net intercompany notes payable balances of $1,708 million and $1,583
million at March 31, 2000 and December 31, 1999, respectively, included in the
BNSF Railway consolidated balance sheet.
-7-
<PAGE>
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
Item 2. Management's Narrative Analysis of Results of Operations
Management's narrative analysis relates to the financial condition and results
of operations of The Burlington Northern and Santa Fe Railway Company and its
majority-owned subsidiaries (collectively BNSF Railway, Registrant or Company).
Results of Operations
- ---------------------
Three months ended March 31, 2000 compared with three months ended March 31,
1999
BNSF Railway recorded net income for the first quarter of 2000 of $266 million,
compared with first quarter 1999 net income of $252 million. This increase is
primarily due to an increase of $29 million in operating income as a result of
higher revenues in most business units partially offset by significantly higher
fuel costs.
Revenues
The following table presents BNSF Railway's revenue information by commodity for
the three months ended March 31, 2000 and 1999 and includes certain
reclassifications of prior year information to conform to current year
presentation:
<TABLE>
<CAPTION>
Average
Revenue
Revenues Cars/Units Per
Car/Unit
--------------------------- ----------------------------- -----------------------------
2000 1999 2000 1999 2000 1999
----------- ----------- ------------- ----------- ------------- ------------
(In (In
Millions) Thousands)
<S> <C> <C> <C> <C> <C> <C>
Carload $ 645 $ 619 439 430 $ 1,469 $ 1,440
Intermodal 618 572 800 738 773 775
Coal 529 565 507 527 1,043 1,072
Agricultural Commodities 322 310 175 168 1,840 1,845
Automotive 124 108 67 63 1,851 1,714
----------- ----------- ------------- ----------- ------------- ------------
Total Freight Revenues 2,238 2,174 1,988 1,926 $ 1,126 $ 1,129
============= =========== ============= ============
Other Revenues (1) 8
----------- -----------
Total Operating Revenues $ 2,237 $ 2,182
=========== ===========
</TABLE>
Total revenues for first quarter of 2000 were $2,237 million or 3 percent higher
than revenues of $2,182 million for the first quarter of 1999. The increase
primarily reflects increases in the carload, intermodal, agricultural, and
automotive sectors, partially offset by lower coal revenues. Average revenue
per car/unit decreased slightly in the first quarter of 2000 to $1,126 from
$1,129 in the first quarter of 1999.
Carload revenues of $645 million for the first quarter of 2000 were $26 million
or 4 percent higher than the first quarter of 1999 due to increases in the
chemicals, forest products, metals and other consumer products sectors,
partially offset by decreased machinery revenues. The increases were a result of
increased plastics shipments in the chemicals sector due to plant expansions,
strong shipments of lumber and pulpboard in the forest products sector,
increased steel coil loadings in the metals sector, and strong increases in
beverages and cotton in the other consumer products sector. These increases
were partially offset by decreased shipments of heavy machinery.
Intermodal revenues of $618 million for the first quarter of 2000 increased $46
million or 8 percent reflecting increases in the international, direct and
truckload sectors. Direct marketing revenues benefited from increased units
shipped for UPS. International revenues were up due to increased loadings from
Maersk, Evergreen, and Hyundai as well as record trade from Far Eastern
countries to the United States. Truckload marketing revenues benefited from
increased shipments with Schneider National. These revenue increases were
partially offset by decreases in the intermodal marketing companies (IMC) sector
due to Union Pacific Corporation/CSX Intermodal Inc. pricing pressures and
increased trucking capacity. In addition, IMC has been negatively impacted by
eastern railroad service issues, which has resulted in some intermodal rail
traffic converting to highway service.
-8-
<PAGE>
Coal revenues of $529 million for the first quarter of 2000 decreased $36
million or 6 percent due in part to decreased demand as a result of mild winter
weather.
Agricultural commodities revenues of $322 million for the first quarter of 2000
were $12 million or 4 percent higher than revenues for the first quarter of 1999
due to strong soybean export markets and increased northern wheat shipments,
partially offset by decreased corn syrup, sugar and molasses shipments.
Automotive revenues of $124 million for the first quarter of 2000 were $16
million or 15 percent higher than the first quarter of 1999. This increase can
be attributed to increased sales of domestic and foreign vehicles in the United
States in the first quarter of 2000 which were partially driven by increases in
regional demand for GM, Hyundai, Ford, Honda, and Mitsubishi vehicles.
Expenses
Total operating expenses for the first quarter of 2000 were $1,728 million, an
increase of $26 million or 2 percent, over 1999 despite a 3 percent increase in
cars and units handled. The operating ratio improved to 77.2 percent for the
first quarter of 2000, compared with a 78.0 percent operating ratio for the
first quarter 1999.
Compensation and benefits expenses of $698 million were $9 million or 1 percent
higher than the first quarter of 1999 primarily due to increased wages for both
the salaried and union workforce, higher incentive compensation expense and
increased health and welfare costs partially offset by lower employment levels.
Purchased services of $231 million for the first quarter of 2000 were $2 million
or 1 percent higher than the first quarter of 1999 principally due to increased
equipment maintenance costs due to an increase in the number of locomotives
under maintenance contracts partially offset by lower professional services
costs.
Equipment rents expenses for the first quarter of 2000 of $179 million were $14
million or 7 percent lower than the first quarter of 1999 reflecting a decrease
in the number of leased cars and lower lease rates.
Fuel expenses of $211 million for the first quarter of 2000 were $46 million or
28 percent higher than the first quarter of 1999, as a result of a 16 cent or 28
percent increase in the average all-in cost per gallon of diesel fuel.
Consumption was essentially flat at 292 million gallons compared to 293 million
gallons in the first quarter of 1999. The increase in the average all-in cost
per gallon of diesel fuel includes a 38 cent increase in the average purchase
price, partially offset by the favorable impact in 2000 from the Company's fuel
hedging program of 10 cents per gallon compared with additional expense from
hedging of 12 cents per gallon in 1999.
Materials and other expenses of $187 million for the first quarter of 2000 were
$20 million or 10 percent lower than the first quarter of 1999 due to lower
locomotive material costs, lower derailment expenses and gains from easement
sales.
Interest expense with external and related parties of $78 million for the first
quarter of 2000 was $2 million or 3 percent higher than in the first quarter of
1999, principally reflecting increased borrowings of fixed rate intercompany
notes from BNSF.
Other Matters
- -------------
Proposed Combination With Canadian National Railway Company
On December 18, 1999, BNSF and Canadian National Railway Company ("CN") entered
into an agreement to combine the two companies ("Combination"). See the
discussion under "Proposed Combination With Canadian National Railway Company"
in Note 1 to the Consolidated Financial Statements on pages 34-35 of BNSF's 1999
Annual Report to Shareholders, which information is hereby incorporated by
reference.
Completion of the combination requires approval of the shareholders of BNSF and
CN. The combination is also subject to approval of the U. S. Surface
Transportation Board (STB), compliance with the Competition Act (Canada), and
approval by the Quebec Superior Court. On March 17, 2000, the STB served a
Decision (STB Ex Parte No. 582)
-9-
<PAGE>
directing Class I railroads to suspend activity relating to any railroad
transaction that would be deemed a "major transaction" under STB regulations,
"pending development of new rules" by the STB governing merger transactions. The
Decision followed a four-day hearing that ended March 10, 2000, which the STB
held to discuss the impact of future rail consolidations on the present and
future structure of the rail industry and what the evolving structure of the
North American railroad industry should be. The Decision stated that no filings
relating to a major railroad transaction will be accepted for 15 months. The
Decision also suspended the Notice of Intent to File Railroad Control
Application that had been filed by BNSF and CN on December 20, 1999, giving
notice of the intent to file a joint application for STB approval of the
Combination on or after March 20, 2000.
On March 17, 2000, BNSF, CN, and the Western Coal Traffic League filed petitions
for review of the STB's March 17, 2000 Decision in the United States Court of
Appeals for the District of Columbia Circuit. On March 20, 2000, BNSF filed a
petition for stay pending judicial review with the STB. In the stay petition,
BNSF argued that the STB lacks statutory authority to impose a moratorium on the
filing of railroad applications, failed to observe required procedures before
entering its moratorium, and could not suspend the Notice of Intent to File
Railroad Application without conducting an adjudicatory proceeding. BNSF also
argued that during the pendency of the stay, the Board should accept the BNSF/CN
control application and should review it within the statutorily prescribed 16-
month period. In the absence of action by the STB on the petition for a stay by
March 29, 2000, BNSF filed on that date a motion for stay pending judicial
review of the United States Court of Appeals for the District of Columbia
Circuit, seeking similar relief to the petition for a stay filed with the STB.
On April 7, 2000, the STB denied the stay petition filed on March 20, 2000.
On April 25, 2000, the District of Columbia Circuit Court of Appeals granted
BNSF's motion for expedited judicial review of the merits of the STB-issued
moratorium order with oral argument to be heard on June 13, 2000. The Court
deferred action on the stay motion pending oral argument.
Upon favorable resolution of the previously discussed litigation matters
concerning the Combination, a special meeting for BNSF shareholders to vote on
the Combination will be held pursuant to the Combination agreement.
Other Claims and Litigation
BNSF Railway and its subsidiaries are parties to a number of legal actions and
claims, various governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to environmental matters
and personal injury claims. While the final outcome of these items cannot be
predicted with certainty, considering among other things the meritorious legal
defenses available, it is the opinion of management that none of these items,
when finally resolved, will have a material adverse effect on the financial
position or liquidity of BNSF Railway, although an adverse resolution of a
number of these items in a single period could have a material adverse effect on
the results of operations in a particular quarter or fiscal year.
Labor
The negotiating process for new, major collective bargaining agreements covering
all of BNSF Railway's union employees is underway. Wages, health and welfare
benefits, work rules, and other issues have traditionally been addressed through
industry-wide negotiations. These negotiations have generally taken place over
a number of months and have previously not resulted in any extended work
stoppages. The existing agreements remained in effect on January 1, 2000, and
will continue to remain in effect until new agreements are reached or the
Railway Labor Act's procedures (which include mediation, cooling-off periods,
and the possibility of Presidential intervention) are exhausted. The current
agreements provide for periodic wage increases until new agreements are reached.
Forward-Looking Information
To the extent that statements made by the Company relate to the Company's future
economic performance or business outlook, predictions or expectations of
financial or operational results, or refer to matters which are not historical
facts, such statements are "forward-looking" statements within the meaning of
the federal securities laws. These forward-looking statements involve a number
of risks and uncertainties, and actual results may differ materially. Factors
that could cause actual results to differ materially include, but are not
limited to, economic and industry conditions: material adverse changes in
economic or industry conditions, customer demand, effects of adverse economic
conditions affecting shippers, adverse economic conditions in the industries and
geographic areas that produce and consume freight, changes in fuel prices,
-10-
<PAGE>
and labor difficulties including strikes; legal and regulatory factors: change
in laws and regulations and the ultimate outcome of shipper claims,
environmental investigations or proceedings and other types of claims and
litigation; and operating factors: technical difficulties, changes in operating
conditions and costs, competition and commodity concentrations as well as
natural events such as severe weather, floods and earthquakes. The factors
noted, individually or in combination could, among other things, limit demand
and pricing, affect costs and the feasibility of certain operations, or affect
traffic and pricing levels.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
In the ordinary course of business, BNSF Railway utilizes various financial
instruments which inherently have some degree of market risk. The qualitative
and quantitative information presented in Item 7A of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, describes significant aspects
of BNSF's financial instrument programs which have material market risk.
Presented below is updated quantitative information for those programs that have
changed significantly from the information reported in BNSF Railway's Form 10-K
for the year ended December 31, 1999.
COMMODITY PRICE SENSITIVITY
As discussed in Note 5 to the Company's consolidated financial statements, BNSF
Railway has a program to hedge against fluctuations in the price of its diesel
fuel purchases. The table below provides information about BNSF Railway's
diesel fuel hedging instruments that are sensitive to changes in diesel fuel
prices. The table presents notional amounts in gallons and the weighted average
contract price by contractual maturity date as of March 31, 2000. The prices
included in the table below do not include taxes, transportation costs, certain
other fuel handling costs and any differences which may occur from time to time
between the prices of commodities hedged and the purchase price of BNSF
Railway's diesel fuel.
<TABLE>
<CAPTION>
March 31, 2000
----------------------------------------------------------------
Maturity Date
------------------------------------ Fair
2000 2001 2002 Total Value (1)
---------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Diesel Fuel Swaps:
Gallons (in millions) 368 277 101 746 $80
Weighted average price per $0.50 $0.49 $0.50 $0.50 -
gallon
</TABLE>
(1) Represents unrecognized gains (in millions) based on the price of Gulf Coast
#2 heating oil.
-11-
<PAGE>
The BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the discussion in the Company's Form 10-K for the
year ended December 31, 1999, of the petitions for expedited review by
the United States Court of Appeals for the District of Columbia of the
United States Surface Transportation Board's decision imposing a 15
month moratorium (Burlington Northern Santa Fe Corporation and The
Burlington Northern and Santa Fe Railway Company v. Surface
Transportation Board and United States of America, No. 00-1120). On
April 25, 2000, the District of Columbia Court of Appeals approved this
petition for expedited review of the merits of the STB-issued
moratorium with oral argument to be heard on June 13, 2000.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
See Index to Exhibits on page E-1 for a description of the exhibits
filed as part of this report.
B. Reports on Form 8-K
The Registrant has filed no Current Reports on Form 8-K since those
reported in the Annual Report on Form 10-K for the year ended
December 31, 1999.
-12-
<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 thereunto duly authorized.
THE BURLINGTON NORTHERN AND
SANTA FE RAILWAY COMPANY
(Registrant)
By: /s/ Dennis R. Johnson
----------------------
Dennis R. Johnson
Vice President and Controller
(On behalf of the Registrant and as principal
accounting officer)
Fort Worth, Texas
May 15, 2000
-13-
<PAGE>
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
Exhibit Index
12 Computation of Ratio of Earnings to Fixed Charges
13 1999 Annual Report to Shareholders of Burlington Northern Santa Fe
Corporation (pages 34-35 only)
27.1 Financial Data Schedule for the quarter ended March 31, 2000
27.2 Restated Financial Data Schedule for the quarter ended March 31, 1999
E-1
<PAGE>
EXHIBIT 12
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY and SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In Millions, Except Ratio Amounts)
(Unaudited)
Three Months Ended
March 31,
-------------------------------
2000 1999
--------- ---------
Earnings:
Pre-tax income $ 428 $ 403
Add:
Interest and fixed charges,
excluding capitalized interest 78 76
Portion of rent under long-term
operating leases representative
of an interest factor 43 49
Distributed income of investees
accounted for under the equity method 43 -
Amortization of capitalized interest 1 1
Less: Undistributed equity in earnings
of investments accounted for
under the equity method 3 3
--------- ---------
Total earnings available for fixed charges $ 590 $ 526
========= =========
Fixed charges:
Interest and fixed charges $ 80 $ 79
Portion of rent under long-term operating
leases representative of an interest factor 43 49
--------- ---------
Total fixed charges $ 123 $ 128
========= =========
Ratio of earnings to fixed charges 4.80x 4.11x
<PAGE>
EXHIBIT 13
Notes to Consolidated Financial Statements
Burlington Northern Santa Fe Corporation and
Subsidiaries
1 The Company
Burlington Northern Santa Fe Corporation including its majority-owned
subsidiaries (collectively, BNSF or Company) is engaged primarily in railroad
transportation through its principal subsidiary, The Burlington Northern and
Santa Fe Railway Company (BNSF Railway), which operates one of the largest
railroad networks in North America with 33,500 route miles covering 28 states
and two Canadian provinces. Through one operating transportation services
segment, BNSF Railway transports a wide range of products and commodities
including the transportation of containers and trailers (intermodal), coal and
agricultural commodities which constituted 28 percent, 24 percent and 15
percent, respectively, of total revenues for the year ended December 31, 1999.
Other significant aspects of BNSF's business include the transportation of
chemicals, forest products, consumer goods, metals, minerals, automobiles and
automobile parts. Revenues derived from other sources are not significant.
Proposed Combination With
Canadian National Railway Company
On December 18, 1999, BNSF and Canadian National Railway Company (CN) entered
into a Combination Agreement, as amended, providing for the combination of the
two companies (the Combination). To comply with Canadian legal requirements
that, among other things, prohibit any person and that person's associates from
holding more than 15 percent of the voting rights in CN, while ensuring that the
combination will be tax-efficient for each company's shareholders, the combined
enterprise will consist of two public companies: North American Railways, Inc.
(North American Railways) and CN. Upon completion of the combination, North
American Railways will be the parent company of BNSF and will own all of the
limited voting equity shares of CN. All shareholders will have voting interests
in both North American Railways and CN and economic interests in the combined
companies.
In the Combination, BNSF shareholders will receive one share of North
American Railways common stock and one CN voting share for each BNSF share.
Additionally, CN shareholders will receive, for each CN common share, 1.05 CN
voting shares and either 1.05 shares of North American Railways common stock or
1.05 CN exchangeable shares. The CN exchangeable shares will be exchangeable at
any time on a one-for-one basis for shares of North American Railways common
stock. CN shareholders who elect to receive the CN exchangeable shares will also
receive the right to vote on matters submitted to North American Railways
shareholders in proportion to their economic interest in the combined companies.
Dividends paid on the North American Railways common stock and the CN
exchangeable shares will be equivalent. Any shares of BNSF common stock owned by
BNSF or any of its subsidiaries as treasury stock will be automatically canceled
and cease to exist.
Each share of North American Railways common stock will be "stapled" to a
CN voting share and will trade as a single security. Similarly, each CN
exchangeable share will be "stapled" to a CN voting share and will trade as a
single security. In addition, CN will issue to North American Railways limited
voting equity shares carrying 10.1 percent of the voting rights in CN and 100
percent of CN's equity. The result of these arrangements will be that, at all
times, each company will have the same public shareholder base with each public
shareholder effectively having the same economic benefits and voting rights on a
per security basis.
The Combination is subject to, among other things, approval by the
shareholders of both companies, as well as approvals by the Quebec Superior
Court and the United States Surface Transportation Board (STB). North American
Railways, by its charter, will conform to the provisions of the CN
Commercialization Act and Canadian corporate law on the composition of boards of
directors. Like CN, North American Railways shareholders will be subject to an
ownership limit whereby no single shareholder can own more than 15 percent of
North American Railways' voting shares. The companies currently expect that all
required regulatory approvals can be obtained and the transaction consummated by
mid-2001. Shareholders of both CN and BNSF are expected to vote on the proposed
Combination during the second quarter of 2000.
Upon consummation, the Combination will be accounted for by North American
Railways pursuant to the purchase method of accounting in accordance with
Accounting Principles Board Opinion No. 16, "Business Combinations." Under this
method, North American Railways will prepare its financial statements reflecting
the assets and liabilities of BNSF at their historical cost basis and the fair
value of North American Railways common stock issued or issuable to the CN
shareholders will be allocated to the assets and liabilities of CN based on fair
value. CN's results of operations will be included with North American Railways
from the date the transaction is consummated. Based on the current agreement,
the fair value of North American Railways common stock will be based on a $25.63
per share fair value of BNSF common stock which was determined using the average
of the closing daily BNSF common stock prices as reported by The Wall Street
Journal for the two days preceding, the day of, and the two days following the
December 20, 1999 announcement of the Combination.
Under the terms of the Combination Agreement, as amended, BNSF is required
to pay a cash termination fee of $450 million to CN if the Combination is
terminated as a result of any of the following: i) another party has made a
proposal for an alternative transaction and the Company's shareholders do not
approve the Combination; ii) CN elects to terminate the Combination because
BNSF's Board of Directors changed its previously favorable recommendation of the
Combination to its shareholders or iii) BNSF breaches certain obligations not to
solicit or respond to alternative transaction proposals. CN is obligated to pay
a cash termination fee of $200 million to BNSF if the Combination is terminated
as a
Burlington Northern Santa Fe Corporation
34
<PAGE>
result of actions similar to those above that are caused by CN.
Pursuant to the Combination Agreement, as amended, CN and BNSF entered into
reciprocal stock option agreements. Each company's option is exercisable by the
other company under the same circumstances in which that party is entitled to
receive the $450 million or $200 million termination fee, as applicable,
referred to above. The option agreement allows BNSF and CN to purchase, in the
case of BNSF, approximately 29 million CN common shares and, in the case of CN,
approximately 65 million shares of BNSF common stock. The number of shares
subject to the stock options will be adjusted in each case so that the number of
shares issued will always be equal to, but not exceed, 12.5 percent of the
outstanding common shares of the option issuer after giving effect to the
issuance of shares under the option. The exercise price of the option is, in
each case, the average of the closing price of the option issuer's common stock
on the New York Stock Exchange on the five trading days preceding the date of
notice of exercise multiplied by the number of shares to be issued.
Additionally, BNSF is required to pay a cash termination fee of $300
million to CN if BNSF terminates the Combina-tion because of conditions imposed
by the STB that the Company believes would significantly and adversely affect
the benefits of the Combination, and CN is willing to complete the Combination
despite these conditions. CN is obligated to pay a cash termination fee of $150
million to BNSF if it terminates the Combination as a result of STB conditions
and BNSF is willing to complete the Combination.
Burlington Northern Santa Fe Corporation
35
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This financial data schedule contains summary financial informatin extracted
from The Burlington Northern and Santa Fe Railway Company's Consolidated
Financial Statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000015511
<NAME> THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 102
<SECURITIES> 0
<RECEIVABLES> 377
<ALLOWANCES> 48
<INVENTORY> 228
<CURRENT-ASSETS> 1,051
<PP&E> 26,489
<DEPRECIATION> 4,798
<TOTAL-ASSETS> 23,840
<CURRENT-LIABILITIES> 2,017
<BONDS> 4,267
0
0
<COMMON> 0
<OTHER-SE> 9,725
<TOTAL-LIABILITY-AND-EQUITY> 23,840
<SALES> 0
<TOTAL-REVENUES> 2,237
<CGS> 0
<TOTAL-COSTS> 1,728
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 78
<INCOME-PRETAX> 428
<INCOME-TAX> 162
<INCOME-CONTINUING> 266
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 266
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This restated financial data schedule contains summary financial information
extracted from The Burlington Northern and Santa Fe Railway Company's
Consolidated Financial Statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<RESTATED>
<CIK> 0000015511
<NAME> THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 103
<SECURITIES> 0
<RECEIVABLES> 548
<ALLOWANCES> 66
<INVENTORY> 247
<CURRENT-ASSETS> 1,170
<PP&E> 25,946
<DEPRECIATION> 5,174
<TOTAL-ASSETS> 22,910
<CURRENT-LIABILITIES> 2,194
<BONDS> 4,726
0
0
<COMMON> 0
<OTHER-SE> 8,481
<TOTAL-LIABILITY-AND-EQUITY> 22,910
<SALES> 0
<TOTAL-REVENUES> 2,182<F1>
<CGS> 0
<TOTAL-COSTS> 1,702<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76
<INCOME-PRETAX> 403
<INCOME-TAX> 151
<INCOME-CONTINUING> 252
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 252
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>Restatement reflected herein is the result of reclassifications to prior
periods' financial statements to conform to the current period presentation.
</FN>
</TABLE>
