SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 1997
BURLINGTON NORTHERN SANTA FE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11535 41-1804964
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2650 Lou Menk Drive
Fort Worth, Texas 76131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 333-2000
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Burlington Northern Santa Fe Corporation announced its fourth quarter 1996 and
Full Year 1996 earnings in a January 21, 1997, press release, which press
release is attached as Exhibit 99 and is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits
See Index to Exhibits on Page E-1 for a description of the exhibits filed as
a part of this report.
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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.
Burlington Northern Santa Fe Corporation
(Registrant)
By: /s/ Thomas N. Hund
Thomas N. Hund
Vice President and Controller
(On behalf of the Registrant and as
Principal Accounting Officer)
Schaumburg, Illinois
February 21, 1997
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BURLINGTON NORTHERN SANTA FE CORPORATION
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibit
99 Burlington Northern Santa Fe Corporation Press Release dated
January 21, 1997.
E-1
Exhibit 99
Contact: Richard Russack FOR IMMEDIATE RELEASE
(817) 352-6425
BURLINGTON NORTHERN SANTA FE REPORTS
IMPROVED FOURTH QUARTER, FULL YEAR 1996 RESULTS
Fourth quarter net income of $244 million or $1.56 per share, up 20
percent from $203 million or $1.32 per share a year ago.
Fourth quarter operating income was $469 million, $57 million or 14%
higher.
Quarterly operating ratio improved 2.7 points to 77.6 percent.
Net income of $889 million or $5.70 per share for the year ended
December 31, 1996, up 21 percent.
FORT WORTH, TEXAS, January 21, 1997 -- Burlington Northern Santa Fe
Corporation (BNSF) (NYSE: BNI) today reported fourth quarter 1996 net income
of $244 million, or $1.56 per share, compared with adjusted fourth quarter
1995 net income of $203 million or $1.32 per share. The 1995 net income was
adjusted to exclude the effect of a $587 million pre-tax merger, severance and
asset charge, and a $6 million after-tax charge for early retirement of debt.
Including these items, BNSF reported a fourth quarter 1995 net loss of $166
million or $1.19 per share.
Revenues of $2.09 billion for the fourth quarter 1996 were $5 million
higher than the fourth quarter 1995. Intermodal revenues of $555 million
increased $31 million, or 6 percent, primarily as a result of continued growth
in the direct, international and truckload segments. Agricultural commodities
revenues declined $35 million, or 10 percent, because of a decline in wheat
exports compared with a year ago. Coal and merchandise revenues were up very
slightly from 1995 levels.
-more-
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Fourth quarter 1996 operating expenses were $1.62 billion, $52 million
below adjusted 1995. Compensation and benefits expense declined $58 million
to $622 million as a result of fewer salaried employees and related costs.
Material and other expenses of $188 million declined $36 million due to merger
benefits and other initiatives. These expense reductions were partially
offset by a $29 million increase in fuel expense principally reflecting a 19
percent increase in the cost per gallon.
"In spite of a flat fourth quarter 1996 revenues, substantially higher
fuel expenses and severe weather problems, fourth quarter operating income
improved 14 percent over 1995, "said Robert D. Krebs, BNSF president and chief
executive officer. "This demonstrates the benefits we have derived from merger
synergies and other cost initiatives.
"The severe winter weather has continued through January and has been
significantly impacting operations," Krebs pointed out. "As a result, we have
incurred additional expenses and currently we expect revenues could be off $25
million or more for the month compared with a year ago. Since we are only a
couple of weeks into the first quarter, it is too early to forecast the full
extent to which these factors will impact our first quarter 1997 results."
Net non-operating expenses of $6 million were $3 million higher than 1995
due to BNSF's portion of a litigation charge attributable to its 44 percent
interest in a pipeline partnership.
FULL YEAR 1996 RESULTS
BNSF net income for the year ended December 31, 1996 was $889 million, or
$5.70 per share, compared with pro forma 1995 net income of $733 million, or
$4.77 per share. Revenues for the year were $8.19 billion, up slightly from
the $8.15 billion reported for the comparable 1995 period.
-more-
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Operating expenses of $6.44 billion for 1996 declined 3 percent from
comparable 1995 expenses. Compensation and benefits and purchased services
decreased by a combined $173 million as a result of employee reductions and
other merger synergies. Material and other operating expenses decreased $97
million due to various cost initiatives and lower personal injury expenses.
These decreases were partially offset by increases in fuel, equipment rents
and depreciation and amortization expense. Fuel expense was $64 million
higher than 1995 reflecting an 11 percent increase in cost per gallon.
Operating income increased 14 percent to $1.75 billion for the year,
compared with pro forma 1995 operating income of $1.53 billion. The operating
ratio was lowered to 78.6 percent for 1996 from 81.2 percent for 1995 on a
comparable basis.
Through it subsidiaries, Burlington Northern Santa Fe owns one of the
largest railroad networks in the United States, with more than 31,000 route
miles covering 27 states and two Canadian provinces.
Consolidated Financial Statements follow.
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<TABLE>
<CAPTION>
Burlington Northern Santa Fe Corporation
Consolidated Statement of Income
(Unaudited. In millions, except per share data)
Three Months Ended
December 31,
Adjusted As Reported
1996 1995 1995
<S> <C> <C> <C>
Revenues $2,092 $2,087 $2,087
Operating Expenses
Compensation and benefits 622 680 680
Purchased services 225 220 220
Depreciation and amortization 195 190 190
Equipment rents 191 188 188
Fuel 202 173 173
Materials and other 188 224 224
Merger, severance and asset charge - - 587
------- ------- -------
Total Operating Expenses 1,623 1,675 2,262
------- ------- -------
Operating Income (Loss) 469 412 (175)
Interest Expense 77 75 75
Other Income (Expense) - Net (6) (3) (3)
------- ------- -------
Income (Loss) Before Income Taxes 386 334 (253)
Income Tax Expense (Benefit) 142 131 (93)
------- ------- -------
Income (Loss) Before Extraordinary Charge 244 203 (160)
Extraordinary Charge on Early Retirement
of Debt, Net of Income Taxes - - (6)
------- ------- -------
Net Income (Loss) $ 244 $ 203 $ (166)
======= ======= =======
Net Income (Loss) Per Common Share
Income (Loss) Before Extraordinary Charge $ 1.56 $ 1.32 $(1.15)
Extraordinary Charge - - (0.04)
------- ------- -------
Net Income (Loss) Per Common Share $ 1.56 $ 1.32 $(1.19)
======= ======= =======
Average Shares Outstanding (in millions) 156.8 154.6 143.2
======= ======= =======
</TABLE>
Statement Explanation
1995 adjusted amounts exclude the merger, severance and asset charge and
extraordinary charge and related per share effect. Certain 1995 amounts have
been reclassified to conform with current period presentation.
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<TABLE>
<CAPTION>
Burlington Northern Santa Fe Corporation
Consolidated Statement of Income
(Unaudited. In millions, except per share data)
Twelve Months
Ended December 31,
Pro As
Forma Reported
1996 1995 1995
<S> <C> <C> <C>
Revenues $8,187 $8,150 $6,163
Operating Expenses
Compensation and benefits 2,561 2,708 2,067
Purchased services 866 892 593
Depreciation and amortization 760 747 520
Equipment rents 736 721 540
Fuel 727 663 480
Materials and other 789 886 702
Merger, severance and asset charge - - 735
------- ------ -------
Total Operating Expenses 6,439 6,617 5,637
------- ------ -------
Operating Income 1,748 1,533 526
Interest Expense 301 340 220
Other Income (Expense) - Net (7) 1 28
------- ------ -------
Income Before Income Taxes 1,440 1,194 334
Income Tax Expense 551 461 136
------- ------ -------
Income Before Extraordinary Charge
and Cumulative Effect of Change in
Accounting Method 889 733 198
Extraordinary Charge on Early Retirement
of Debt, Net of Income Taxes - - (6)
Cumulative Effect of Change in Accounting
Method, Net of Income Taxes - - (100)
------- ------ -------
Net Income $ 889 $ 733 $ 92
======= ====== =======
Net Income Per Common Share
Income Before Extraordinary Charge and
Change in Accounting $ 5.70 $ 4.77 $ 1.66
Extraordinary Charge - - (0.05)
Change in Accounting - - (0.94)
------- ------ -------
Net Income Per Common Share $ 5.70 $ 4.77 $ 0.67
======= ====== =======
Average Shares Outstanding (in millions) 156.0 153.6 106.7
======= ====== =======
</TABLE>
Statement Explanation
1995 pro forma amounts represent the historical results from operations of BNI
and SFP, adjusted to exclude special items, and include the effects of
purchase accounting. 1995 as reported amounts represent BNI historical results
and SFP results for the period September 22, 1995 through December 31, 1995.
Certain 1995 amounts have been reclassified to conform to current period
presentation.
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<TABLE>
<CAPTION>
Burlington Northern Santa Fe Corporation
(Unaudited.In millions)
December 31, December 31,
1996 1995
Condensed Consolidated Balance Sheet
Assets
<S> <C> <C>
Cash and cash equivalents $ 47 $ 50
Other current assets 1,284 1,214
------- -------
Total current assets 1,331 1,264
Properties and other assets 18,515 17,005
------- -------
Total Assets $19,846 $18,269
======= =======
Liabilities and Stockholders' Equity
Current liabilities $ 2,311 $ 2,369
Long-term debt and commercial paper 4,546 4,153
Deferred taxes 4,729 4,233
Other liabilities 2,279 2,477
Stockholders' equity 5,981 5,037
------- -------
Total Liabilities and Stockholders' Equity $19,846 $18,269
======= =======
</TABLE>
Statement Explanation
Represents BNSF amounts for each period.
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended December 31, Ended December 31,
1996 1995 1996 1995
Condensed Consolidated Statement of Cash Flows
<S> <C> <C> <C> <C>
Cash Provided by Operating Activities $ 638 $ 544 $ 1,871 $1,416
Cash Used for Capital Expenditures (881) (297) (2,234) (890)
Net Proceeds (Repayments) of Borrowings 301 (215) 445 118
Dividends Paid (45) (32) (184) (129)
Proceeds from Stock Options 17 13 118 25
Purchase of SFP, Net of Cash Acquired - - - (488)
Cash Used for Other Activities (17) (25) (19) (29)
------ ------ -------- -------
Increase (Decrease) in Cash and Cash
Equivalents $ 13 $ (12) $ (3) $ 23
====== ====== ======== =======
</TABLE>
Statement Explanation
1996 amounts represent results of BNSF. 1995 amounts represent BNI historical
results and SFP results for the period September 22, 1995 through December 31,
1995.
<PAGE>
<TABLE>
<CAPTION>
Burlington Northern Santa Fe Corporation
Supplemental Data
(Unaudited)
Three Months Twelve Months
Ended December 31, Ended December 31,
1996 1995 1996 1995
Revenues (In millions)
<S> <C> <C> <C> <C>
Intermodal $ 555 $ 524 $ 2,088 $ 2,000
Coal 485 480 1,973 1,962
Agricultural Commodities 326 361 1,170 1,290
Chemicals 187 181 765 712
Forest Products 137 138 555 557
Consumer and Food Products 117 121 469 486
Metals 97 98 413 397
Automotive 99 102 397 398
Minerals and Ores 81 79 319 313
-------- -------- -------- --------
Total Freight Revenue 2,084 2,084 8,149 8,115
Other Revenue 8 3 38 35
-------- -------- -------- --------
Total Revenues $ 2,092 $ 2,087 $ 8,187 $ 8,150
======== ======== ======== ========
Operating ratio 77.6% 80.3% 78.6% 81.2%
Revenue ton miles (billions) 104.5 104.1 411.1 409.4
Freight revenue per thousand revenue
ton mile $ 19.95 $ 20.01 $ 19.82 $ 19.82
Cars/Units (thousands) 1,774 1,796 6,992 7,103
Average revenue per car/unit $ 1,175 $ 1,160 $ 1,165 $ 1,142
Employees (average) 43,121 45,099 43,737 45,655
</TABLE>
Statement Explanation
Amounts represent combined BNI and SFP results for all periods.
