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<PAGE>
Filing under Rule 425
---------------------
Filer: Burlington Northern Santa Fe Corporation
Companies that are the subject of the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
Burlington Northern Santa Fe Corporation
[BNSF LOGO APPEARS HERE]
Merrill Lynch & Co., Inc.
Global Transportation Leaders Conference
June 14, 2000
<PAGE>
Any statements in this presentation concerning future economic performance or
business outlook, predictions or expectations of financial or operational
results or synergies, and other expressions as to matters which are not
historical facts, are "forward-looking statements" within the meaning of the
federal securities laws. Forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially from
those projected in those statements. Important factors that could cause such
differences include, but are not limited to, general economic downturns, which
may limit demand and pricing; changes in fuel prices; labor matters and
stoppages, which may affect the costs and feasibility of operations; competition
and commodity concentrations, which may affect traffic and pricing levels;
severe weather conditions and natural occurrences such as floods and
earthquakes; regulatory and political developments, including the process of, or
conditions imposed in connection with, obtaining regulatory and Canadian court
approvals for the proposed combination with Canadian National Railway Company
(CN); and the ability of the combined companies to realize the synergies
expected as a result of the proposed combination. The Company assumes no
obligation to update forward-looking information to reflect actual results or
changed assumptions or other factors. We refer you to the documents that BNSF
files from time to time with the U.S. Securities and Exchange Commission (SEC),
such as reports on Form 10-K, Form 10-Q, and Form 8-K, and the registration
statement for the securities to be issued in the proposed combination that has
been filed by North American Railways, Inc. and CN referred to in the following
paragraph (and in particular to "Cautionary Statement Concerning Forward-Looking
Statements" and "Risk Factors" in the registration statement), which contain
additional important factors that could cause results to differ from current
expectations and the forward-looking statements contained in this presentation.
Page 1
<PAGE>
North American Railways, Inc., and CN have filed a registration statement on
Form F-4/S-4 with the SEC in connection with the securities to be issued in the
combination. This filing also includes the preliminary proxy statement for the
shareholders meetings to be held for approval of the combination. Investors
should read this document, and other documents filed with the SEC by BNSF, CN
and North American Railways, Inc., about the combination, because they contain
important information. These documents may be obtained for free at the SEC's Web
site, www.sec.gov. Other filings made by BNSF on Forms 10-K, 10-Q and 8-K may be
obtained for free from the BNSF Corporate Secretary's office at (817) 352-6856.
Other filings made by CN on Forms 40-F and 6-K may be obtained for free from the
CN Corporate Secretary's office at (514) 399-6569. For information concerning
participants in BNSF's solicitation of proxies for approval of the combination,
see "Certain Information Concerning Participants" filed by BNSF under SEC Rule
14a-12.
Page 2
<PAGE>
Overview
. First quarter 2000 review
. BNSF merger progress
. FreightWise
. Proposed BNSF/CN combination
Page 3
<PAGE>
Summary Income Statement
First Quarter
($ Millions Except EPS)
2000 1999
-------- --------
Revenues $ 2,238 $ 2,183
Operating expenses 1,728 1,703
-------- --------
Operating income 510 480
Interest expense 104 94
Other income (expense) - net (15) (9)
-------- --------
Income before income taxes 391 377
Income taxes 148 141
-------- --------
Net income $ 243 $ 236
======== ========
Diluted earnings per share $ 0.55 $ 0.50
======== ========
Operating ratio 77.2% 78.0%
======== ========
Page 4
<PAGE>
Earnings per Share
(Diluted)
[GRAPH APPEARS HERE]
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
------- ------- ------- ------- ---------
1995 Pro Forma $ .32 $ .33 $ .52 $ .44 $ 1.61
1996 $ .40 $ .46 $ .53 $ .52 $ 1.91
1997 Adjusted $ .32 $ .50 $ .60 $ .58 $ 2.00
1998 Adjusted $ .49 $ .58 $ .66 $ .63 $ 2.36
1999 Adjusted $ .50 $ .54 $ .70 $ .69 $ 2.43
2000 $ .55
Page 5
<PAGE>
Capitalization
($ Millions)
March 31, Dec. 31,
2000 1999
-------- --------
Notes and debentures $ 3,221 $ 3,321
Equipment obligations 1,516 1,546
Mortgages 469 503
Commercial paper/bank loans 1,236 473
Other (30) (30)
-------- --------
Total debt $ 6,412 $ 5,813
======== ========
Total equity $ 7,787 $ 8,172
======== ========
Debt/capitalization ratio 45.2% 41.6%
======== ========
Page 6
<PAGE>
Capital Expenditures
($ Millions)
2000
1998 1999 Plan
-------- -------- --------
Maintenance of business
-----------------------
Maintenance of way $ 897 $ 861 $ 865
Mechanical 243 240 209
Information services 76 76 58
Other 104 114 105
-------- -------- --------
Total maintenance of business $ 1,320 $ 1,291 $ 1,237
New locomotives/freight cars 340 261 0
Terminal and line expansion 487 236 218
-------- -------- --------
Total cash capital expenditures $ 2,147 $ 1,788 $ 1,455
Operating leases $ 373 $ 477 $ 290
-------- -------- --------
Total capital expenditures $ 2,520 $ 2,265 $ 1,745
Page 7
<PAGE>
Share Repurchase Program
1998 1999 1Q'00 2Q'00* Total
------ ------ ------ ------ ------
Shares (000s) 4,963 22,120 26,666 10,498 64,246
Average price** $30.75 $31.08 $21.87 $24.03 $26.08
Total Payments $153 $687 $583 $252 $1,676
($millions)
(Authorized shares: 90 million)
* Second quarter through May 12, 2000
** Average share price includes commissions
Page 8
<PAGE>
Burlington Northern Santa Fe has met or exceeded its
promises to the ICC (STB) in every category including:
. Safety
. Customer service
. Transportation value
. Efficiency
. Financial performance
Page 9
<PAGE>
Lost Workdays per 200,000 Manhours
1994-1999
[GRAPH APPEARS HERE]
1994 Pro Forma 122.3
1995 Pro Forma 88.3
1996 59.8
1997 46.0
1998 43.6
1999 43.0
Page 10
<PAGE>
Train Accidents per Million Train Miles (MTM)
1994 - 1999
[GRAPH APPEARS HERE]
1994 Pro Forma 3.64
1995 Pro Forma 3.98
1996 3.43
1997 2.84
1998 2.67
1999 2.72
Page 11
<PAGE>
Highway/Rail Crossing Incidents per Million Train Miles (MTM)
1994 - 1999
[GRAPH APPEARS HERE]
1994 Pro Forma 5.15
1995 Pro Forma 5.41
1996 4.38
1997 3.79
1998 3.33
1999 3.26
Page 12
<PAGE>
Loss/Damage % of Freight Revenue
1994 - 1999
[GRAPH APPEARS HERE]
1994 Pro Forma 0.33%
1995 Pro Forma 0.35%
1996 0.36%
1997 0.31%
1998 0.27%
1999 0.23%
Page 13
<PAGE>
Total Units and Originated Tons
1994 - 1999
[LINE GRAPH APPEARS HERE]
Tons in Millions
1994 Pro Forma 363
1995 Pro Forma 388
1996 381
1997 385
1998 429
1999 444
Units in Millions
1994 Pro Forma 6.81
1995 Pro Forma 7.10
1996 6.99
1997 7.34
1998 7.88
1999 8.06
Page 14
<PAGE>
UPSP Volume
[LINE GRAPH OF DAILY ACTUAL AND 366-DAY
MOVING TOTAL UPSP VOLUME APPEARS HERE]
January 1997
January 1998
January 1999
January 2000
May 2000
Page 15
<PAGE>
Increases in Intermodal Traffic
1995 - 1999
[MAP OF U.S. APPEARS HERE]
Chicago to PNW
+40%
Chicago to California
+49%
Chicago to Texas
+54%
MN to/from CA, AZ and NM
+170%
Memphis
+68%
FL, GA, AL, MS and TN
+57%
Texas to California
+56%
New Orleans
New Route
Corridor Volume Change
1995 1999 %Change
---- ---- -------
1,859,000 2,841,000 +52%
Page 16
<PAGE>
On-Time Performance - System
1994 - 1999
[LINE GRAPH OF ON-TIME PERFORMANCE APPEARS HERE]
Units
1994 6.807
1995 7.103
1996 6.991
1997 7.345
1998 7.884
1999 8.064
On-Time Performance
1997 79% on-time performance
1998 82% on-time performance
1999 91% on-time performance
Page 17
<PAGE>
On-Time Performance Statistics
[LINE GRAPH APPEARS HERE]
1997 1Q 80%
2Q 85%
3Q 79%
4Q 73%
1998 1Q 85%
2Q 83%
3Q 78%
4Q 81%
1999 1Q 89%
2Q 92%
3Q 92%
4Q 91%
2000 1Q 94%
Plan 1Q 92%
1Q '00 1Q '00 1Q '99
Business Unit Actual Plan Actual
------------- ------ ------ ------
Intermodal/Auto 93.1% 92.0% 86.9%
Carload 88.0% 85.0% 82.2%
Coal 100.0% 98.0% 98.3%
Ag 91.6% 87.0% 83.7%
System Total 93.7% 92.0% 88.7%
Page 18
<PAGE>
Operating Expense per 1,000 GTM's
1994 - 1999
[LINE GRAPH APPEARS HERE -- BNSF V. INDUSTRY LESS BNSF]
BNSF
1994 Pro Forma 10.12
1995 Pro Forma 8.74
1996 8.51
1997 8.39
1998 7.97
1999 7.87
INDUSTRY
1994 Pro Forma 11.77
1995 Pro Forma 12.77
1996 11.65
1997 11.65
1998 11.92
Page 19
<PAGE>
Operating Expense*
1994 - 1999
[CHART APPEARS HERE]
1994 Expense 6.47
Volume 1.19
Inflation .49
Initiatives 1.29
1999 Expense 6.86
* Volume amount based on 18.5% increase in loaded units. Inflation of 6.5%
(RCAF-U). Reflects continuing operations adjusted for special items.
Page 20
<PAGE>
Operating Ratio 1994 - 1999*
[BAR GRAPH APPEARS HERE]
1994 Pro Forma 84.4%
1995 Pro Forma 81.0%
1996 78.4%
1997 77.8%
1998 75.9%
1999 75.4%
* Reflects continuing operations adjusted for special items.
Page 21
<PAGE>
Performance Measures
1,000 GTMs / Average Employee
[LINE GRAPH APPEARS HERE]
1997
1Q 4,438
2Q 4,371
3Q 4,357
4Q 4,691
1998
1Q 4,620
2Q 4,706
3Q 4,786
4Q 5,074
1999
1Q 4,936
2Q 4,822
3Q 5,183
4Q 5,513
2000
1Q 5,481
Page 22
<PAGE>
Performance Measures
Gross Ton Miles per Gallon
[LINE GRAPH APPEARS HERE]
1997
1Q 688
2Q 709
3Q 719
4Q 727
1998
1Q 704
2Q 744
3Q 757
4Q 742
1999
1Q 717
2Q 724
3Q 750
4Q 746
2000
1Q 737
Page 23
<PAGE>
Performance Measures
Active Inventory and Originated Loads
[LINE AND BAR GRAPHS APPEAR HERE]
Originated Loads/Day Inventory
(000s) (ten thousands)
-------------------- ---------------
1998
Sept 23.3 19.1
Oct 22.3 19.1
Nov 23.025 18.975
Dec 20.66 18.74
1999
Jan 20.19 18.5275
Feb 22.2175 18.015
Mar 21.784 17.352
Apr 21.24 16.93
May 21.505 16.94
June 21.586 16.726
July 21.4572 16.8652
Aug 22.725 17.275
Sept 23.14 18.02
Oct 23.925 17.95
Nov 24.4 17.975
Dec 21.4 17.34
2000
Jan 21.075 16.7
Feb 21.975 16.675
Mar 22.1 16.66
Page 24
<PAGE>
Performance Measures
Locomotive Velocity and Utilization
[LINE GRAPH APPEARS HERE]
Locomotive Velocity Utilization
(Miles/Day) (%)
------------------- -----------
1998
Jan 321 78.9%
Feb 323 79.4%
Mar 303 79.4%
Apr 302 79.9%
May 302 81.1%
June 290 81.4%
July 291 81.5%
Aug 298 81.6%
Sept 300 81.6%
Oct 287 82.6%
Nov 284 81.5%
Dec 279 81.3%
1999
Jan 298 84.3%
Feb 323 85.0%
Mar 322 85.3%
Apr 321 85.0%
May 317 85.7%
June 310 86.1%
July 302 85.3%
Aug 311 86.4%
Sept 312 86.0%
Oct 313 86.3%
Nov 312 84.9%
Dec 310 82.8%
2000
Jan 304.5 82.0%
Feb 323.1 83.4%
Mar 326.8 83.7%
1998 and 1999 locomotive velocity figures restated to current methodology
Page 25
<PAGE>
Performance Measures
Non-productive Crew Starts as a Percent of Total Through Freight Crew Starts
[LINE GRAPH APPEARS HERE]
1999
1/6 29.33%
2/3 22.31%
3/3 17.88%
3/31 17.31%
4/28 19.64%
5/26 19.96%
6/23 18.73%
7/21 18.64%
8/18 17.59%
9/15 18.52%
10/13 17.27%
11/10 15.13%
12/8 16.24%
2000
1/5 17.20%
2/2 14.15%
3/1 12.54%
3/29 11.04%
Page 26
<PAGE>
BNSF Evidence Of Success
We will know we have succeeded when customers:
. Find it easy to do business with us
. Receive 100% on-time, damage-free service
. Receive accurate and timely information regarding their
shipments
. Receive the best value for their transportation dollar
Page 27
<PAGE>
Developing a Fully Integrated e.Business Strategy is an
Evolutionary Process
[PICTURE GRAPH APPEARS HERE]
Website
Presence
eCommerce
Basic Web
Transactions
eBusiness
On-Line Fulfillment
Doing Business @
Net Speed
Intelligent
eBusiness
Synchronized
end-to-end business
processes, spanning
multiple enterprises &
marketplaces
Supply Chain Integration
Value > Time / Cost / Complexity
Page 28
<PAGE>
The "e.Marketplace"
. An e.Marketplace is a virtual marketplace in which buyers and
sellers meet to exchange goods or services
. Virtual marketplaces offer:
. Wide reach beyond location boundaries
. Low cost of information exchange on the Internet
Page 29
<PAGE>
FreightWise
Mission:
To make freight transportation easy
Vision:
Become the marketplace for buyers and sellers of freight
transportation -- revolutionizing the industry through the
efficient and effective exchange of services and information.
Page 30
<PAGE>
FreightWise Target Markets
. Shippers
. "Small" shippers (less than $2 billion in revenues)
. Shippers in volatile, seasonal industries
. Shippers with unsophisticated supply chain capabilities
. Limited number of large (greater than $2 billion in
revenues) shippers
. Carriers (Rail, Truckload)
. Large capacity providers to provide credibility and coverage
. Other carriers that have difficulty attracting spot loads
. Transportation Agents (IMCs, 3PLs, Freight Brokers)
. "Enlightened" agents that want to focus on value-added
capabilities and position themselves to survive future
consolidation efforts
Page 31
<PAGE>
FreightWise
Go-to-Market Strategy
Launch -- 2Q2000 1st Year 2nd Year
--------------------------------------------------------------------------------
Services . Tariff & rate posting . Multi-load matching . Asset optimization
. Single load matching . Data mining . Fleet services
. Track & trace . Service guarantees . Consulting
. Integrated bill-to-pay . ... . ...
. Basic reporting
--------------------------------------------------------------------------------
Modal . Rail / Intermodal . Rail / Carload . Ocean
Coverage . Truck / TL . Truck / LTL . Airfreight
. 3PL . Warehouse
--------------------------------------------------------------------------------
Geographic . US / national . North America . Global
Coverage . Basic network . Dense network . Dense network
--------------------------------------------------------------------------------
Market & Technology Readiness Assessments
Page 32
<PAGE>
[DEPICTION OF FREIGHTWISE WEB PAGE APPEARS HERE]
Page 33
<PAGE>
North American Railways, Inc.
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
Page 34
<PAGE>
North American Railways, Inc.
Complementary Networks with Superior Reach and Strong Franchise
[NETWORK MAP APPEARS HERE]
Page 35
<PAGE>
Reasons for Combination
. Complementary strengths - BNSF/CN networks align well
. Both BNSF and CN are performing well
. Offers customers North America's most extensive single-line network
. Creates new single-line north/south transportation routes
. Seamless service best way to address interchange issues
. Offers high quality, efficient service with low integration risk
. Creates long-term value for customers and shareholders
Page 36
<PAGE>
Traffic Mix
Well-Balanced Portfolio
[PIE CHARTS APPEAR HERE]
CN
1998 REVENUE - U.S.$3.5B (Cdn $5.2B)
Automotive 8%
Coal 10%
Grain 16%
Intermodal 16%
Merchandise 50%
BNSF
1998 Revenue - U.S.$8.9B (Cdn $13.2B)
Automotive 5%
Coal 25%
Grain 14%
Intermodal 27%
Merchandise 29%
BNSF-CN
1998 Pro Forma Revenue
U.S.$12.4B (Cdn $18.5B)
Automotive 5%
Coal 21%
Grain 15%
Intermodal 24%
Merchandise 35%
Page 37
<PAGE>
How Will Our Customers Benefit?
. More efficient, single-line routes
. Access to new markets
. Improved transit times and reliability
. Greater capacity in congested areas
. Seamless network minimizes interchanges
. Improved asset utilization
. Links production and consumption regions
. Simplified billing and rates
Page 38
<PAGE>
Access to New Markets
New Corridors Created
[MAP WITH TRAFFIC CORRIDORS DEPICTED HERE]
Western Canada and
Western U.S. (I5 Corridor)
Western Canada and
Southwest U.S. and Mexico)
Central Canada to South
Texas and Mexico
Eastern Canada and
Western U.S.
Page 39
<PAGE>
Smooth Low-Risk Implementation
A Combination Unlike Past Rail Mergers
. Two efficient, service oriented rail carriers
. End-to-end combination
. No financial burden
. Identical information technology systems
. Experienced leadership
. Successful past merger implementations
. Competition enhanced
. Structure preserves each company's culture
Page 40
<PAGE>
We will guarantee service levels will be the same or better.
. 1999 baseline service levels
. Existing contract service requirements will be met
. Existing gateways will remain open
Page 41
<PAGE>
Conclusion
. BNSF merger has been a success for everyone involved
. Continuing to improve productivity and lower our cost structure
. Focusing on providing excellent service as a primary driver of
growth
. Envision the internet playing a meaningful role in future
procurement of transportation
. BNSF plans to be a major player in developing internet alternatives
and solutions
. CN/BNSF combination is next step in providing better transportation
services for our customers for the ultimate benefit of our owners
Page 42
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