EXHIBIT 99 Contact: Richard A. Russack FOR IMMEDIATE RELEASE (817) 352-6425 Burlington Northern Santa Fe Reports Improved Third Quarter Results . Net income of $247 million or $1.58 per common share, up 4 percent from $237 million or $1.53 per common share for the same 1995 period on a comparable basis. . Third-quarter operating income was $476 million, $7 million higher than a year ago on a comparable basis. . Operating ratio for the 1996 third quarter was 76.8 percent compared with 77.6 percent for 1995 on a comparable basis. . Net income of $645 million or $4.14 per common share for the nine months ended September 30, 1996, up 22 percent from net income of $530 million or $3.45 per common share for the same 1995 period on a comparable basis. FORT WORTH, TEXAS, October 22, 1996 - - Burlington Northern Santa Fe Corporation (BNSF) (NYSE: BNI) today reported third quarter 1996 net income of $247 million, or $1.58 per common share, compared with pro forma third quarter 1995 net income of $237 million or $1.53 per common share. Pro forma amounts are presented on a comparable basis to 1996 and include 1995 amounts for both Burlington Northern Inc. (BNI) and Santa Fe Pacific Corporation (SFP) which became subsidiaries of BNSF in a business combination effected September 22, 1995. Revenues of $2.05 billion for the third quarter 1996 declined 2 percent from combined third quarter 1995. Agricultural commodities revenues declined $100 million or 30 percent due to a significant decline in corn exports, compared with record corn and wheat exports a year ago. Among other major sectors, coal revenues increased 5 percent to $520 million, chemicals revenues increased 8 percent to $190 million and intermodal revenues increased 2 percent to $529 million. more . . . BNSF 3Q EARNINGS / Page Two "Our 1996 third quarter performance beat last year's record quarterly results, even with a $100 million shortfall in agricultural commodities revenues," said Robert D. Krebs, president and chief executive officer of BNSF. "This demonstrates the value of our commodity balance and tight expense controls." Third quarter 1996 operating expenses were $1.57 billion, $54 million below pro forma 1995. Compensation and benefits expense declined $23 million to $633 million, due to a lower number of salaried employees as a result of the merger. Purchased services declined $22 million to $202 million due to lower professional service fees and intermodal drayage expenses. Material and other expenses of $191 million declined $24 million due to synergies from the merger and lower personal injury expenses resulting from a continued decrease in employee injuries. The expense reductions were partially offset by increases in fuel, equipment rents and depreciation and amortization expenses. Operating income was $476 million for third quarter 1996 compared with $469 million for the same period in 1995, and the operating ratio was 76.8 percent for the third quarter 1996 compared with 77.6 percent a year earlier. Interest expense declined $10 million to $76 million reflecting lower debt and interest rate levels. NINE-MONTH 1996 RESULTS BNSF net income for the nine months ended September 30, 1996 was $645 million, or $4.14 per common share, compared with pro forma 1995 net income of $530 million, or $3.45 per common share. Revenues for the first nine months of 1996 were $6.12 billion, up slightly from the $6.09 billion reported for the same period in 1995. Operating expenses of $4.84 billion for 1996 declined 3 percent from comparable 1995 expenses. Compensation and benefits and purchased services decreased by a combined $131 million as a result of employee reductions and other merger synergies. Material and other operating expenses decreased $49 million due to merger synergies and lower personal injury expenses. These decreases were partially offset by increases in fuel, equipment rents and depreciation and amortization expense. Fuel expense was $34 million above 1995 reflecting an 8 percent increase in price. more . . . BNSF 3Q EARNINGS / Page Three Operating income increased 14 percent to $1.279 billion for the nine months ended September 30, 1996, compared with pro forma 1995 operating income of $1.121 billion. The operating ratio was lowered to 79.1 percent for the first nine months of 1996 from 81.6 percent for the same 1995 period on a comparable basis. Through its 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. The network stretches from the Midwest, Southeast and Southwest to California and the Pacific Northwest, and from the Gulf of Mexico to Canada. Consolidated financial statements follow. Burlington Northern Santa Fe Corporation Consolidated Statement of Income (Unaudited. In millions, except per share data) <BTB> Three Months Ended September 30, ------------------------------- Pro Forma As Reported 1996 1995 1995 ------ ------ ------- Revenues $2,050 $2,097 $1,462 ------ ------ ------ Operating Expenses Compensation and benefits 633 656 459 Purchased services 202 224 128 Depreciation and amortization 191 188 116 Equipment rents 184 179 120 Fuel 173 166 109 Materials and other 191 215 170 Merger, severance and asset charge - - 106 ------ ------ ------ Total Operating Expenses 1,574 1,628 1,208 ------ ------ ------ Operating Income 476 469 254 Interest Expense 76 86 52 Other Income (Expense) - Net 4 (1) 16 ------ ------ ------ Income Before Income Taxes 404 382 218 Income Tax Expense 157 145 85 ------ ------ ------ Net Income $247 $ 237 $ 133 ====== ====== ====== Net Income Per Common Share $ 1.58 $ 1.53 $ 1.28 ====== ====== ====== Average Shares Outstanding (in millions) 156.3 154.2 104.3 ====== ====== ====== <FN> Statement Explanation - --------------------- 1996 period represents results of BNSF. 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 nine day period September 22, 1995 through September 30, 1995. Certain 1995 amounts have been reclassified to conform with the current year presentation. Burlington Northern Santa Fe Corporation Consolidated Statement of Income (Unaudited. In millions, except per share data) <BTB> Nine Months Ended September 30, ------------------------------ Pro Forma As Reported 1996 1995 1995 ------ ------ ------ Revenues $6,117 $6,085 $4,098 ------ ------ ------ Operating Expenses Compensation and benefits 1,942 2,028 1,387 Purchased services 627 672 373 Depreciation and amortization 565 557 329 Equipment rents 545 533 352 Fuel 524 490 307 Materials and other 635 684 501 Merger, severance and asset charge - - 148 ------ ------ ------ Total Operating Expenses 4,838 4,964 3,397 ------ ------ ------ Operating Income 1,279 1,121 701 Interest Expense 224 265 145 Other Income (Expense) - Net (1) 4 31 ------ ------ ------ Income Before Income Taxes 1,054 860 587 Income Tax Expense 409 330 229 ------ ------ ------ Income Before Cumulative Effect of Change in Accounting Method 645 530 358 Cumulative Effect of Change in Accounting Method - - (100) ------ ------ ------ Net Income $ 645 $ 530 $ 258 ====== ====== ====== Net Income Per Common Share Income Before Cumulative Effect of Change in Accounting Method $ 4.14 $ 3.45 $ 3.56 Cumulative Effect of Change in Accounting Method - - (0.99) ------ ------ ------ Net Income Per Common Share $ 4.14 $ 3.45 $ 2.57 ====== ====== ====== Average Shares Outstanding (in millions) 155.8 152.9 100.5 ====== ====== ====== <FN> Statement Explanation - --------------------------- 1996 period represents results of BNSF. 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 nine day period September 22, 1995 through September 30, 1995. Certain 1995 amounts have been reclassified to conform with the current year presentation. Burlington Northern Santa Fe Corporation (Unaudited. In millions) Condensed Consolidated Balance Sheet September 30, December 31, 1996 1995 ------------ ------------ <BTB> Assets Cash and cash equivalents $ 34 $ 50 Other current assets 1,356 1,214 ------ ------ Total current assets 1,390 1,264 Properties and other assets 17,867 17,005 ------ ------ Total Assets $19,257 $18,269 ====== ====== Liabilities and Stockholders' Equity Current liabilities $ 2,354 $ 2,369 Long-term debt and commercial paper 4,243 4,153 Deferred taxes 4,496 4,233 Other liabilities 2,464 2,477 Stockholders' equity 5,700 5,037 ------ ------ Total Liabilities and Stockholders' Equity $19,257 $18,269 ====== ====== <FN> Statement Explanation - --------------------------- Amounts represent combined BNI and SFP amounts for all periods. Condensed Consolidated Statement of Cash Flows Three Months Nine Months Ended September 30, Ended September 30, ------------------- ------------------- 1996 1995 1996 1995 ---- ---- ---- ---- <BTB> Cash Provided by Operating Activities $ 520 $ 541 $1,233 $ 871 Cash Used for Capital Expenditures (531) (190) (1,353) (592) Net Proceeds (Repayments) of Borrowings 80 (298) 143 333 Dividends Paid (46) (32) (138) (97) Proceeds from stock options 6 4 101 12 Investment in SFP - 12 - (488) Cash Used for Other Activities (19) (6) (2) (4) ----- ----- ----- ----- Increase (Decrease) in Cash and Cash Equivalents $ 10 $ 31 $ (16) $ 35 ===== ===== ===== ===== <FN> Statement Explanation - --------------------------- 1996 period represents results of BNSF. 1995 amounts represent BNI historical results and SFP results for the nine day period September 22, 1995 through September 30, 1995. Burlington Northern Santa Fe Corporation Supplemental Data (Unaudited) <BTB> Three Months Nine Months Ended September 30, Ended September 30, 1996 1995 1996 1995 ----- ----- ----- ----- Revenues (In millions) Intermodal $ 529 $ 518 $1,517 $1,469 Coal 520 497 1,487 1,478 Agricultural Commodities 236 336 823 899 Chemicals 190 176 573 530 Forest Products 143 139 406 409 Consumer and Food Products 114 118 345 356 Automotive 89 91 295 295 Metals 106 98 311 291 Minerals and Ores 84 84 236 233 ----- ----- ----- ----- Total Freight Revenue 2,011 2,057 5,993 5,960 Other Revenue 39 40 124 125 ----- ----- ----- ----- Total Revenues $2,050 $2,097 $6,117 $6,085 ===== ===== ===== ===== Operating ratio 76.8 % 77.6 % 79.1 % 81.6 % Revenue ton miles (billions) 101.3 103.8 304.3 305.3 Freight revenue per thousand revenue ton mile $19.86 $19.82 $19.69 $19.52 Cars/Units (thousands) 1,783 1,822 5,218 5,307 Average revenue per car/unit $1,128 $1,129 $1,149 $1,123 Employees (average) 44,335 46,110 43,942 45,840 <FN> Statement Explanation: - ---------------------------- Amounts represent combined BNI and SFP amounts for all periods.