UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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: 1-11535
----------------
Burlington Northern Santa Fe Corporation
(Exact name of registrant as specified in its charter)
Delaware 41-1804964
(State of Incorporation) (I.R.S. Employer Identification
No.)
2650 Lou Menk Drive
Second Floor
Fort Worth, Texas 76131-2830
(Address of principal executive offices, including zip code)
817/333-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, $0.01 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Exchange
----------------
Securities registered pursuant to Section 12(g) of the Act: None
This Amendment No. 1 is being filed to correct typographical errors in the
Signature pages and to add certain exhibits as indicated in the Exhibit Index.
SIGNATURES
Burlington Northern Santa Fe Corporation, pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BURLINGTON NORTHERN SANTA FE
CORPORATION
/s/ Dennis R. Johnson
By: _________________________________
Dennis R. Johnson
Vice President and Controller
Dated: March 9, 2001
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
1.Consolidated Financial Statements--See Item 8......................
2.Consolidated Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts..................... page F-1
Schedules other than those listed above are omitted because they are not
required or applicable, or the required information is included in the
consolidated financial statements or related notes.
3.Exhibits:
See Index to Exhibits on pages E-1 to E-3 for a description of the
exhibits filed as a part of this Report.
(b) Reports on Form 8-K
BNSF filed the following Current Report on Form 8-K during the quarter
ended December 31, 2000, or subsequently:
Current Report on Form 8-K (Date of earliest event reported: December 7,
2000) which referenced under Item 5, Other Events, and filed as exhibits under
Item 7, Financial Statements, Pro Forma Financial Information and Exhibits the
following: press release announcing and notice of redemption of all outstanding
rights to purchase Series B Junior Participating Preferred Stock of BNSF
previously issued pursuant to the Rights Agreement, dated as of December 18,
1999, between Burlington Northern Santa Fe Corporation and First Chicago Trust
Company of New York, as Rights Agent; and the announcement that Matthew K. Rose
was elected President and Chief Executive Officer, with Robert D. Krebs
remaining Chairman of the Board in the press release dated December 7, 2000.
54
SCHEDULE II
BURLINGTON NORTHERN SANTA FE CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2000, 1999 and 1998
(In Millions)
Column A Column B Column C Column D Column E
-------- --------- --------- -------------- ----------
Balance Additions
at Charged Balance at
Beginning to End of
Description of Period Income Deductions (1) Period (2)
----------- --------- --------- -------------- ----------
December 31, 2000
Personal injury and environmental
liabilities..................... $678 $208 $227 $659
==== ==== ==== ====
December 31, 1999
Personal injury and environmental
liabilities..................... $635 $295 $252 $678
==== ==== ==== ====
December 31, 1998
Personal injury and environmental
liabilities..................... $711 $177 $253 $635
==== ==== ==== ====
- --------
(1) Principally represents cash payments
(2) Classified in the consolidated balance sheet as follows:
2000 1999 1998
---- ---- ----
Accounts payable and other current liabilities............... $229 $255 $246
Casualty and environmental liabilities....................... 430 423 389
---- ---- ----
$659 $678 $635
==== ==== ====
F-1
SIGNATURES
Burlington Northern Santa Fe Corporation, pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BURLINGTON NORTHERN SANTA FE
CORPORATION
/s/ Matthew K. Rose
By: _________________________________
Matthew K. Rose
President and Chief Executive
Officer
(Principal Executive Officer) and
Director
Dated: February 9, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Burlington
Northern Santa Fe Corporation and in the capacities and on the date indicated.
Signature Title
/s/ Matthew K. Rose President and Chief Executive
- ------------------------------------- Officer (Principal Executive
Matthew K. Rose Officer), and Director
/s/ Thomas N. Hund Executive Vice President and
- ------------------------------------- Chief Financial Officer
Thomas N. Hund (Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
Dennis R. Johnson
/s/ Robert D. Krebs* Chairman of the Board and Director
- -------------------------------------
Robert D. Krebs
/s/ Joseph F. Alibrandi* Director
- -------------------------------------
Joseph F. Alibrandi
/s/ John J. Burns, Jr.* Director
- -------------------------------------
John J. Burns, Jr.
/s/ George Deukmejian* Director
- -------------------------------------
George Deukmejian
/s/ Bill M. Lindig* Director
- -------------------------------------
Bill M. Lindig
/s/ Vilma S. Martinez* Director
- -------------------------------------
Vilma S. Martinez
S-1
Signature Title
/s/ Roy S. Roberts* Director
- -------------------------------------
Roy S. Roberts
/s/ Marc J. Shapiro* Director
- -------------------------------------
Marc J. Shapiro
/s/ Arnold R. Weber* Director
- -------------------------------------
Arnold R. Weber
/s/ Robert H. West* Director
- -------------------------------------
Robert H. West
/s/ J. Steven Whisler* Director
- -------------------------------------
J. Steven Whisler
/s/ Edward E. Whitacre, Jr.* Director
- -------------------------------------
Edward E. Whitacre, Jr.
/s/ Ronald B. Woodard* Director
- -------------------------------------
Ronald B. Woodard
/s/ Michael B. Yanney* Director
- -------------------------------------
Michael B. Yanney
Dated: February 9, 2001
*By: /s/ Jeffrey R. Moreland
---------------------------------
Jeffrey R. Moreland
Executive Vice President-Law and
Chief of Staff
S-2
INDEX OF EXHIBITS
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of BNSF (amended
as of April 21, 1998). Incorporated by reference to Exhibit 3.1 to
BNSF's Report on Form 10-Q for the quarter ended June 30, 1998.
3.2 By-Laws of BNSF as amended December 7, 2000.
4.1 Indenture, dated as of December 1, 1995, between BNSF and The First
National Bank of Chicago, as Trustee. Incorporated by reference to
Exhibit 4 to BNSF's Registration Statement on Form S-3 (No. 333-
72013).
4.2 Form of BNSF's 6 1/8% Notes Due 2009. Incorporated by reference to
Exhibit 4.2 to BNSF's Report on Form 10-K for the fiscal year ended
December 31, 1998.
4.3 Form of BNSF's 6 3/4% Debentures Due 2029. Incorporated by reference
to Exhibit 4.3 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1998.
4.4 Form of BNSF's 6.70% Debenture Due August 1, 2028. Incorporated by
reference to BNSF's Report on Form 10-K for the year ended December
31, 1998.
4.5 Form of BNSF's 7.875% Note Due April 15, 2007.
4.6 Form of BNSF's 8.125% Debenture Due April 15, 2020.
4.7 Form of BNSF's 7.95% Debenture Due August 15, 2030.
4.8 Certain instruments evidencing long-term indebtedness of BNSF are
not being filed as exhibits to this Report because the total amount
of securities authorized under any single such instrument does not
exceed 10% of BNSF's total assets. BNSF will furnish copies of any
material instruments upon request of the Securities and Exchange
Commission.
10.1*+ Burlington Northern Santa Fe Non-Employee Directors' Stock Plan.
Incorporated by reference to Appendix A to BNSF's Proxy Statement
dated March 5, 1996. Amendment to Burlington Northern Santa Fe Non-
Employee Directors' Stock Plan dated January 16, 1997 is
incorporated by reference to Exhibit 10.1 to BNSF's Report on Form
10-K for the fiscal year ended December 31, 1996. Amendment to
Burlington Northern Santa Fe Non-Employee Directors' Stock Plan
dated January 18, 2001.
10.2* Burlington Northern Santa Fe Corporation 1987 Stock Option Incentive
Plan. Incorporated by reference to BNSF's Registration Statement on
Form S-8 (File No. 33-62833).
10.3* Burlington Northern Santa Fe Incentive Compensation Plan.
Incorporated by reference to BNSF's Registration Statement on Form
S-8 (File No. 33-62835).
10.4* Burlington Northern Inc. Senior Executive Survivor Benefit Plan as
of April 1, 1986. Incorporated by reference to Amendment No. 1 to
BNI's Report on Form 10-K for the fiscal year ended December 31,
1987.
10.5* Burlington Northern Santa Fe Corporation Deferred Compensation Plan,
as amended and restated effective September 16, 1998. Incorporated
by reference to Exhibit 10.1 to BNSF's Report on Form 10-Q for the
quarter ended September 30, 1998 (formerly, Burlington Northern Inc.
Deferred Compensation Plan).
10.6* Burlington Northern Santa Fe Corporation Senior Management Stock
Deferral Plan. Incorporated by reference to Exhibit 10.37 to BNSF's
Report on Form 10-K for the fiscal year ended December 31, 1999.
10.7* Burlington Northern Santa Fe 1993 Long Term Incentive Compensation
Plan. Incorporated by reference to Exhibit 10(s) to BNSF's
Registration Statement on Form S-8 (File No. 33-63247).
10.8* Burlington Northern Inc. Supplemental Benefits Plan (as amended and
restated effective September 21, 1995). Incorporated by reference to
Exhibit 10.8 to BNSF's Report on Form 10-K for the fiscal year ended
December 31, 1995.
E-1
Exhibit
Number Description
------- -----------
10.9* 1989 Burlington Northern Inc. Restricted Stock Incentive Plan.
Incorporated by reference to BNI's Report on Form 10-K for the
fiscal year ended December 31, 1990.
10.10* Burlington Northern Santa Fe Corporation 1990 Directors Stock Option
Plan. Incorporated by reference to BNSF's Registration Statement on
Form S-8 (File No. 33-62825).
10.11* Burlington Northern Santa Fe Incentive Bonus Stock Program.
Incorporated by reference to BNSF's Report on Form 10-K for the
fiscal year ended December 31, 1999.
10.12* Burlington Northern Santa Fe Corporation 1992 Stock Option Incentive
Plan. Incorporated by reference to BNSF's Registration Statement on
Form S-8 (File No. 33-62839).
10.13* Burlington Northern Santa Fe 1996 Stock Incentive Plan. Incorporated
by reference to Appendix B to BNSF's Proxy Statement dated March 5,
1996. Amendment of Burlington Northern Santa Fe 1996 Stock Incentive
Plan dated January 15, 1998 is incorporated by reference to Exhibit
10.13 to BNSF's Report on Form 10-K for the fiscal year ended
December 31, 1997. Amendment dated December 3, 1998.
10.14* Burlington Northern Santa Fe Supplemental Retirement Plan.
Incorporated by reference to Exhibit 10.1 to BNSF's Report on Form
10-Q for the quarter ended September 30, 1996.
10.15* Burlington Northern Santa Fe Estate Enhancement Program, as amended
and restated effective October 1, 1996. Incorporated by reference to
Exhibit 10.15 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1996. Amendment to Burlington Northern Santa Fe
Estate Enhancement Program is incorporated by reference to Exhibit
10.2 to BNSF's Form 10-Q for the quarter ended June 30, 1999.
10.16* Agreement between BNSF and Robert D. Krebs dated as of January 30,
1997. Incorporated by reference to Exhibit 10.16 to BNSF's Report on
Form 10-K for the fiscal year ended December 31, 1996.
10.17* Form of BNSF Change-in-Control Agreement (applicable to Messrs. Ice,
Hund, Moreland, and Schultz, and one other executive officer).
Incorporated by reference to Exhibit 10.17 to BNSF's Report on Form
10-K for the fiscal year ended December 31, 1996.
10.18* Burlington Northern Santa Fe Incentive Stock Compensation Plan.
Incorporated by reference to BNSF's Registration Statement on Form
S-8 (File No. 33-63253).
10.19* Burlington Northern Santa Fe Deferred Compensation Plan for
Directors as amended January 16, 1997. Incorporated by reference to
Exhibit 10.19 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1996.
10.20* Burlington Northern Santa Fe Corporation Supplemental Investment and
Retirement Plan.
10.21* Burlington Northern Inc. Form of Severance Agreement and amendments
through September 18, 1995 (applicable to Mr. Rose). Incorporated by
reference to Exhibit 10.21 to BNSF's Report on Form 10-K for the
fiscal year ended December 31, 1995. Amendment to Form of Severance
Agreement dated December 3, 1997 is incorporated by reference to
Exhibit 10.21 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1997.
10.22* Burlington Northern Inc. Director's Charitable Award Program.
Incorporated by reference to Exhibit 10.22 to BNSF's Report on Form
10-K for the fiscal year ended December 31, 1995.
10.23* Burlington Northern Santa Fe Salary Exchange Option Program.
Incorporated by reference to Exhibit 23 to BNSF's Report on Form 10-
K for the fiscal year ended December 31, 1999.
E-2
Exhibit
Number Description
------- -----------
10.24* Santa Fe Pacific Corporation Supplemental Retirement Plan
(Supplemental Plan). Incorporated by reference to Exhibit 10(d) to
SFP's Report on Form 10-K for the fiscal year ended December 31,
1984. Supplemental Plan as amended October 1, 1989, and Amendment to
Supplemental Plan dated February 27, 1990, are incorporated by
reference to Exhibit 10(d) to SFP's Report on Form 10-K for the
fiscal year ended December 31, 1989. Amendment to Supplemental Plan
dated March 22, 1994, and effective January 1, 1994, is incorporated
by reference to Exhibit 10.24 to BNSF's Report on Form 10-K for the
fiscal year ended December 31, 1995.
10.25* The Burlington Northern and Santa Fe Railway Company Severance Plan
as amended effective June 1, 1999. Incorporated by reference to
Exhibit 10.1 to BNSF's Report on Form 10-Q for the quarter ended
June 30, 1999.
10.26* Burlington Northern Santa Fe 1999 Stock Incentive Plan. Incorporated
by reference to Appendix to BNSF's Proxy Statement dated March 8,
1999.
10.27* Burlington Northern Santa Fe Directors' Retirement Plan.
Incorporated by reference to Exhibit 10.29 to BNSF's Report on Form
10-K for the fiscal year ended December 31, 1995.
10.28* Benefits Protection Trust Agreement dated as of January 22, 1996 by
and between BNSF and Bankers Trust Company. Incorporated by
reference to Exhibit 10.28 to BNSF's Report on
Form 10-K for the fiscal year ended December 31, 1996.
10.29* Retirement Benefit Agreement dated February 26, 1992 between SFP and
R. D. Krebs. Incorporated by reference to Exhibit 10(l) to SFP's
Report on Form 10-K for the fiscal year ended December 31, 1991.
10.30* Amended and Restated Trust Agreement dated as of April 1, 1994 by
and between SFP and The Bank of New York. Incorporated by reference
to Exhibit 10.30 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1995.
10.31* Trust Agreement dated as of July 26, 1994 by and between SFP and The
Bank of New York. Incorporated by reference to Exhibit 10.31 to
BNSF's Report on Form 10-K for the fiscal year ended December 31,
1995.
10.32* Burlington Northern Santa Fe 1993 Long Term Incentive Stock Plan.
Incorporated by reference to BNSF's Registration Statement on Form
S-8 (File No. 33-63247).
10.33* Santa Fe Pacific Corporation Supplemental Retirement and Savings
Plan. Incorporated by reference to Exhibit 10(s) to SFP's Report on
Form 10-K for the fiscal year ended December 31, 1993.
10.34* Form of indemnification agreement dated as of September 17, 1998
between BNSF and directors. Incorporated by reference to Exhibit
10.37 to BNSF's Report on Form 10-K for the fiscal year ended
December 31, 1998.
10.35* Form of indemnification agreement dated as of September 17, 1998
between BNSF and certain officers. Incorporated by reference to
Exhibit 10.38 to BNSF's Report on Form 10-K for the fiscal year
ended December 31, 1998.
10.36*+ Board of Directors resolutions (December 7, 2000) with respect to
compensatory arrangements as to Robert D. Krebs.
12.1 Computation of Ratio of Earnings to Fixed Charges.
21.1 Subsidiaries of BNSF.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
- --------
*Management contract or compensatory plan or arrangement.
+With the exception of documents incorporated by reference, these documents
have been filed with Form 10-K/A, Amendment No 1.
E-3