<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-36718
Prospectus Supplement to Prospectus dated May 24, 2000.
[LOGO OF BNSF]
$300,000,000
Burlington Northern Santa Fe Corporation
7.125% Notes due December 15, 2010
----------------
We will pay interest on the notes on June 15 and December 15 of each year.
The first such payment will be made on June 15, 2001. The notes will be issued
only in denominations of $1,000 and integral multiples of $1,000.
We have the option to redeem all or a portion of the notes at any time.
There is no sinking fund for the notes.
----------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Initial public offering price............................ 99.880% $299,640,000
Underwriting discount.................................... 0.650% $ 1,950,000
Proceeds, before expenses, to us......................... 99.230% $297,690,000
</TABLE>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes accruing from December 15, 2000 to the
date of delivery must be paid by the purchaser if the notes are delivered after
December 15, 2000.
----------------
The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on December 15, 2000.
Chase Securities Inc. Goldman, Sachs & Co.
Banc One Capital Markets, Inc.
ABN AMRO Incorporated
BNY Capital Markets, Inc.
Morgan Stanley Dean Witter
----------------
Prospectus Supplement dated December 12, 2000.
<PAGE>
THE COMPANY
Burlington Northern Santa Fe Corporation ("we" or "BNSF") is engaged
primarily in railroad transportation through its principal operating
subsidiary, The Burlington Northern and Santa Fe Railway Company ("BNSF
Railway"). BNSF Railway operates one of the largest railroad networks in the
United States. BNSF Railway's system covers 28 states in the western two-thirds
of the United States and two Canadian provinces. In particular, BNSF Railway
serves all major ports in the western United States, certain Gulf ports and
Mexican and Canadian gateways and important gateways to the eastern United
States.
BNSF Railway derives a substantial portion of its revenues from carload
transportation (which includes the transportation of chemicals, forest
products, metals and minerals and machinery), intermodal transportation (which
means the transportation of freight containers and truck trailers on flatcars)
and the transportation of coal. Other significant aspects of BNSF Railway's
business include the transportation of agricultural commodities, automobiles
and automobile parts.
Our principal executive offices are located at 2650 Lou Menk Drive, Fort
Worth, Texas 76131-2830, telephone number (817) 333-2000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth BNSF's ratio of earnings to fixed charges
for the periods shown. The ratio for the year ended December 31, 1995 includes
Santa Fe Pacific Corporation results from September 22, 1995 through December
31, 1995.
<TABLE>
<CAPTION>
Nine Months
Ended
September
30, Year Ended December 31,
----------- ---------------------------------
2000 1999 1999 1998 1997(2) 1996 1995(2)
----- ----- ----- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges (1)..... 3.52x 3.95x 4.09x 4.17x 3.52x 3.89x 1.85x
</TABLE>
--------
(1) For purposes of this ratio, we calculate earnings by adding fixed charges
(excluding capitalized interest) to pre-tax income or loss from continuing
operations. Fixed charges consist of interest on indebtedness (including
amortization of debt discount and premium) and the portion of rental
expense under long-term operating leases representative of an interest
factor.
(2) Earnings for the years ended December 31, 1997 and 1995 include special
charges of $90 million and $735 million (before tax), respectively.
Excluding these charges, the ratios for 1997 and 1995 would have been 3.68x
and 3.91x, respectively.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general
corporate purposes, including but not limited to working capital, capital
expenditures, repurchases of our common stock pursuant to our share repurchase
program and the repayment of commercial paper having an average interest rate
of approximately 6.9% as of November 30, 2000.
DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered in
this prospectus supplement supplements the description of the general terms and
provisions of the debt securities set forth in the attached prospectus. We
refer you to the attached prospectus for that description.
S-2
<PAGE>
General
We will issue the notes under an Indenture, dated as of December 1, 1995,
between BNSF and Bank One Trust Company, National Association, as trustee. For
a more complete description of the Indenture, please see "Description of Debt
Securities" in the attached prospectus. The notes are unsecured and will rank
equally with each other and with all of our other unsecured and unsubordinated
indebtedness. We will issue the notes in book-entry form only. We do not intend
to list the notes on any securities exchange.
The notes will bear interest at 7.125% per annum and will mature on
December 15, 2010.
The notes will bear interest from December 15, 2000 or from the most recent
interest payment date to which interest has been paid or provided for. We will
pay interest on the notes semiannually in arrears on June 15 and December 15 of
each year to the registered holders of the notes as of the close of business on
the immediately preceding June 1 and December 1, respectively, whether or not
such day is a business day. The first interest payment date will be June 15,
2001.
Pursuant to the Trust Indenture Act of 1939, if a default occurs on the
notes, Bank One Trust Company, National Association will be required to resign
as trustee unless the default is cured, duly waived or otherwise eliminated
within 90 days.
No Sinking Fund
The notes will not be entitled to the benefit of a sinking fund.
Optional Redemption
Each of the notes will be redeemable as a whole or in part, at our option,
at any time, at a redemption price equal to the greater of (1) 100% of the
principal amount of such notes and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes discounted
to the redemption date semiannually (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below), plus 25 basis
points, plus in either case accrued interest on the notes to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of such notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the trustee after consultation with BNSF.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
S-3
<PAGE>
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Chase Securities Inc., Goldman,
Sachs & Co., Banc One Capital Markets, Inc., ABN AMRO Incorporated and Morgan
Stanley & Co. Incorporated and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), we shall
replace that former dealer with another Primary Treasury Dealer.
We will mail notice of any redemption between 30 days and 60 days before
the redemption date to each holder of the debt securities to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or portions of the
notes called for redemption.
Book-Entry System
One or more global securities deposited with, or on behalf of, The
Depository Trust Company, New York, New York, will represent the notes. The
global securities representing the notes will be registered in the name of a
nominee of The Depository Trust Company. Except under the circumstances
described in the accompanying prospectus under "Description of Debt
Securities--Global Securities," we will not issue the notes in definitive form.
You can find a more detailed description of The Depository Trust Company's
procedures for the global securities in the accompanying prospectus under
"Description of Debt Securities--Global Securities." The Depository Trust
Company has confirmed to us, the underwriters and the trustee that it intends
to follow these procedures for the Debt Securities.
S-4
<PAGE>
UNDERWRITING
We and the underwriters for the offering named below have entered into an
underwriting agreement and a pricing agreement with respect to the notes.
Subject to certain conditions, each underwriter has severally agreed to
purchase the principal amount of notes indicated in the following table.
<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ ----------------
<S> <C>
Chase Securities Inc..................................... $ 90,000,000
Goldman, Sachs & Co...................................... 90,000,000
Banc One Capital Markets, Inc............................ 50,700,000
ABN AMRO Incorporated.................................... 23,100,000
BNY Capital Markets, Inc................................. 23,100,000
Morgan Stanley & Co. Incorporated........................ 23,100,000
------------
Total................................................ $300,000,000
============
</TABLE>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be
sold at a discount from the initial public offering price of up to 0.40% of the
principal amount of notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.25% of the principal
amount of notes. If all the notes are not sold at the initial offering price,
the underwriters may change the offering price and the other selling terms.
The notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that the underwriters intend to make a
market in the notes but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may
be higher than the price that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued by the underwriters at
any time. These transactions may be effected in the over-the-counter market or
otherwise.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $150,000.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, certain of the
underwriters and their affiliates engage, and may in the future engage, in
investment banking and commercial banking
S-5
<PAGE>
transactions with BNSF and its subsidiaries. Marc J. Shapiro, a director of
BNSF, is an executive officer of The Chase Manhattan Corporation and The Chase
Manhattan Bank, affiliates of Chase Securities Inc. Banc One Capital Markets,
Inc. is an affiliate of the trustee.
WHERE YOU MAY FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents which we have filed with the SEC. The information
incorporated by reference is an important part of this prospectus supplement,
and the information that we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the following
documents and any future filings made with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until the underwriters (and
any dealers or brokers involved) complete the sale to the public:
(1)Annual Report on Form 10-K for the year ended December 31, 1999;
(2)Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000; and
(3) Current Reports on Form 8-K filed on February 8, 2000, March 3,
2000, March 10, 2000, July 24, 2000, August 8, 2000 and December 7, 2000.
If you would like a copy of any of the documents incorporated by reference
into this prospectus supplement, please make your request in writing or by
telephone to:
Burlington Northern Santa Fe Corporation
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830
Attention: Corporate Secretary
(817) 352-6856.
We will provide you free of charge with the copies you request (other than
the exhibits to the requested documents unless they are specifically
incorporated by reference into the documents).
Currency amounts in the attached prospectus and this prospectus supplement
are stated in United States dollars, unless we indicate otherwise.
S-6
<PAGE>
PROSPECTUS
Burlington Northern Santa Fe Corporation
$1,000,000,000
Debt Securities
----------------
Burlington Northern Santa Fe Corporation ("BNSF") may from time to time
offer debt securities at an aggregate initial offering price not to exceed
$1,000,000,000. BNSF may offer the debt securities as separate series in
amounts, at prices, and on terms to be determined at the time of sale. For
each offering, a prospectus supplement will accompany this prospectus and will
contain all the terms of the series of debt securities for which this
prospectus is being delivered.
BNSF may sell debt securities to or through one or more underwriters or
dealers, and also may sell debt securities directly to other purchasers or
through agents. The accompanying prospectus supplement sets forth information
regarding the underwriters or agents involved in the sale of the debt
securities for which this prospectus is being delivered. See "Plan of
Distribution" for possible indemnification arrangements for underwriters,
agents, and their controlling persons.
This prospectus may not be used for sales of securities unless it is
accompanied by a prospectus supplement.
----------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
The date of this prospectus is May 24, 2000.
<PAGE>
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the debt securities described in this
prospectus and any applicable prospectus supplement, but only under
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
Currency amounts in this prospectus are stated in United States dollars,
unless indicated otherwise.
BURLINGTON NORTHERN SANTA FE CORPORATION
BNSF is engaged primarily in railroad transportation through its principal
operating subsidiary, The Burlington Northern and Santa Fe Railway Company
("BNSF Railway"). BNSF Railway operates one of the largest railroad networks
in the United States. BNSF Railway's system covers 28 states in the western
two-thirds of the United States and two Canadian provinces. In particular,
BNSF Railway serves all major ports in the western United States, certain Gulf
ports and Mexican and Canadian gateways and important gateways to the eastern
United States.
BNSF Railway derives a substantial portion of its revenues from carload
transportation (including the transportation of chemicals, forest products,
metals and minerals and machinery), intermodal transportation (which means the
transportation of freight containers and truck trailers on flatcars) and the
transportation of coal. Other significant aspects of BNSF Railway's business
include the transportation of agricultural commodities, automobiles and
automobile parts.
BNSF's principal executive offices are located at 2650 Lou Menk Drive, Fort
Worth, Texas 76131-2830, telephone number (817) 333-2000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth BNSF's ratio of earnings to fixed charges
for the periods shown. The ratio for the year ended December 31, 1995 includes
Santa Fe Pacific Corporation results from September 22, 1995 through December
31, 1995.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------
1999 1998 1997(2) 1996 1995(2)
---- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges (1)........ 4.09x 4.17x 3.52x 3.89x 1.85x
</TABLE>
--------
(1) For purposes of this ratio, earnings are calculated by adding fixed
charges (excluding capitalized interest) to pre-tax income or loss from
continuing operations. Fixed charges consist of interest on indebtedness
(including amortization of debt discount and premium) and the portion of
rental expense under long term operating leases representative of an
interest factor.
(2) Earnings for the years ended December 31, 1997 and 1995 include special
charges principally related to employee merger and separation costs of $90
million and $735 million (before tax), respectively. Excluding these
charges, the ratios for 1997 and 1995 would have been 3.68x and 3.91x,
respectively.
USE OF PROCEEDS
Unless specified otherwise in the applicable prospectus supplement, BNSF
will use the net proceeds from the sale of the debt securities for general
corporate purposes, including working capital, capital expenditures, and debt
repayment, and to repurchase its common stock from time to time pursuant to
its share repurchase program.
2
<PAGE>
DESCRIPTION OF DEBT SECURITIES
General
BNSF will issue the debt securities under an Indenture (the "Indenture"),
between BNSF and Bank One Trust Company, National Association, as successor in
interest to The First National Bank of Chicago, as Trustee. A copy of the
Indenture is filed as an exhibit to the registration statement of which this
prospectus is a part. BNSF may issue the debt securities from time to time in
one or more series. The particular terms of each series will be described in a
prospectus supplement and may be different than those described here.
The summaries of certain provisions of the Indenture described below are
not complete and are qualified in their entirety by reference to all the
provisions of the Indenture. If BNSF refers to particular sections or
capitalized defined terms of the Indenture, those sections or defined terms
are incorporated by reference into this prospectus or the prospectus
supplement.
BNSF is a holding company that conducts its operations through its
operating subsidiaries. Accordingly, BNSF's ability to pay principal and
interest on the debt securities depends, in part, on its ability to obtain
dividends or loans from its operating subsidiaries, which may be subject to
contractual restrictions. In addition, the rights of BNSF and the rights of
its creditors, including holders of the debt securities, to participate in any
distribution of the assets of a subsidiary upon the liquidation or
recapitalization of the subsidiary will be subject to the prior claims of the
subsidiary's creditors, except to the extent BNSF itself may be a creditor
with recognized claims against the subsidiary.
The covenants in the Indenture will not necessarily afford the holders of
the debt securities protection in the event of a decline in BNSF's credit
quality resulting from highly leveraged or other transactions involving BNSF.
BNSF may issue separate series of debt securities under the Indenture from
time to time without limitation on the aggregate principal amount. BNSF may
specify a maximum aggregate principal amount for the debt securities of any
series. (Section 301) Except as provided in Section 1008, the debt securities
will be unsecured obligations of BNSF and will rank on a parity with all other
unsecured and unsubordinated indebtedness of BNSF.
The applicable prospectus supplement will describe the following terms of
the debt securities (to the extent applicable):
(1) the price of the debt securities;
(2) the title of the debt securities;
(3) any limit on the aggregate principal amount of the particular series
of debt securities;
(4) the principal payment date or dates;
(5) the interest rate at which the debt securities will bear interest,
the date or dates from which interest will accrue, the interest payment
dates and the associated regular record date for payment of interest;
(6) the place where principal and interest will be paid on the debt
securities;
(7) whether and how debt securities may be redeemed;
(8) whether BNSF is obligated to redeem or purchase debt securities
pursuant to any sinking fund or similar arrangement and if so, the terms of
the arrangement;
(9) the denominations of the debt securities, if other than
denominations of $1,000;
(10) whether the amount of principal or interest on the debt securities
may be determined with reference to an index or pursuant to a formula and
how the amounts will be determined;
(11) any foreign currency in which the principal or interest on the debt
securities may be paid and the manner in which the principal amount thereof
would be translated into the currency of the United States of America for
any purpose, including for the purpose of determining the principal amount
deemed to be outstanding at any time;
3
<PAGE>
(12) any alternate currency in which the principal or interest on the
debt securities is to be payable and the periods and the terms for payment;
(13) how much of the principal amount of the debt securities will be
payable upon declaration of acceleration of the maturity of the debt
securities if more or less than the entire amount;
(14) if the principal amount payable at the stated maturity of the debt
securities will not be known any time before the stated maturity, the
amount deemed to be the principal amount as of that date for any purpose
(or, the manner in which the deemed principal amount is to be determined),
including the principal amount which will be due and payable upon any
maturity other than the stated maturity or which will be deemed to be
outstanding as of that date;
(15) the applicability of the provisions of the Indenture described
under "Defeasance and Covenant Defeasance--Defeasance and Discharge" or
"Defeasance and Covenant Defeasance--Defeasance of Certain Covenants";
(16) whether any debt securities will be issued in the form of one or
more global securities and, if so, the depositaries for the global
securities, the form of any legend to be placed on the global securities in
addition to or instead of the legend referred to under "Global Securities"
and, if different from those described under "Global Securities", any
circumstances under which the global securities may be exchanged for
registered debt securities, and how any transfer of the global securities
may be registered, in the names of persons other than the depositary for
the global securities or its nominee;
(17) whether the debt securities will be subject to optional interest
rate reset provisions;
(18) whether the debt securities will be subject to optional extensions
of maturity provisions;
(19) any addition to or change in the events of default applicable to
the debt securities and any change in the right of the Trustee or the
holders to declare the principal amount of the debt securities due and
payable;
(20) any addition to or change in the covenants in the Indenture
applicable to the debt securities; and
(21) any other terms of the debt securities. (Section 301)
Debt securities may be sold at a substantial discount below their principal
amount. Any United States income tax considerations applicable to debt
securities that provide for an amount less than the principal amount to be due
and payable upon acceleration of the maturity of the security (commonly
referred to as original issue discount securities) may be described in the
applicable prospectus supplement. In addition, special United States federal
income tax or other considerations applicable to any debt securities which are
denominated in a foreign currency may be described in the applicable
prospectus supplement.
Form, Exchange and Transfer
BNSF will issue the debt securities of each series only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
prospectus supplement, only in denominations of $1,000 and integral multiples
of $1,000. (Section 302)
Holders may, at their option, but subject to the terms of the Indenture and
the limitations that apply to global securities, exchange their debt
securities for other debt securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount. (Section 305)
Subject to the terms of the Indenture and the limitations that apply to
global securities, holders may exchange debt securities as provided above or
present for registration of transfer at the office of the security registrar
or at the office of any transfer agent designated by BNSF. No service charge
applies for any registration of transfer or exchange of debt securities, but
the holder may have to pay any tax or other governmental charge associated
with registration of transfer or exchange. The transfer or exchange will be
made after the security registrar or the transfer agent is satisfied with the
documents of title and identity of the person making the request. BNSF has
appointed the Trustee as security registrar. Any transfer agent (in addition
to the security
4
<PAGE>
registrar) initially designated by BNSF for any debt securities will be named
in the applicable prospectus supplement. (Section 305) BNSF may at any time
designate additional transfer agents or cancel the designation of any transfer
agent or approve a change in the office through which any transfer agent acts.
However, BNSF will be required to maintain a transfer agent in each place of
payment for the debt securities of each series. (Section 1002)
If the debt securities are to be partially redeemed, BNSF will not be
required to:
. issue or register the transfer of or exchange any debt security during a
period beginning 15 days before the day of mailing of a notice of
redemption and ending on the day of the mailing; or
. register the transfer of or exchange any debt security selected for
redemption, in whole or in part, except the unredeemed portion of any
debt security being redeemed in part. (Section 305)
Global Securities
Any of the debt securities may be represented by one or more global
securities, which will have an aggregate principal amount equal to that of the
debt securities they represent. Unless otherwise provided in the prospectus
supplement, the global security representing debt securities will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), or other
successor depositary appointed by BNSF (DTC or such other depositary is
referred to in this prospectus as the "depositary") and registered in the name
of the depositary or its nominee. The global security will bear a legend
regarding the restrictions on exchange and registration of transfer referred
to below and any other matters as may be provided for in the Indenture. Debt
securities will not be issued in definitive form unless the prospectus
supplement states otherwise.
No global security may be exchanged for registered debt securities, and no
transfer of a global security may be registered in the name of any person
other than the depositary or its nominee unless:
. the depositary has notified BNSF that it is unwilling or unable to
continue as depositary or has ceased to be qualified to act as depositary
as required by the Indenture;
. an event of default occurs and continues with respect to the debt
securities represented by the global security; or
. there exist any other circumstances described in the applicable
prospectus supplement. All debt securities issued in exchange for a
global security or any portion of a global security will be registered in
the names that the depositary directs. (Sections 204 and 305)
The depositary has advised BNSF as follows: DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds securities that its participants deposit with DTC. DTC also facilitates
the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in participants' accounts. This eliminates the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own the depositary. Access to DTC's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a direct participant, either
directly or indirectly. The rules applicable to DTC and its participants are
on file with the SEC.
When BNSF issues debt securities represented by a global security,
purchases of debt securities under the DTC system must be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security is in turn to be recorded on the direct and indirect participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the
5
<PAGE>
transaction, as well as periodic statements of their holdings, from the direct
or indirect participant through which the beneficial owner entered into the
transaction. Transfers of ownership interests in the debt securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in debt securities, except when use of
the book-entry system for the debt securities is discontinued. The laws of
some states require that certain purchasers of securities take physical
delivery of the securities in definitive form. These laws may impair the
ability to transfer beneficial interests in a global security.
When the depositary, or its nominee, is the registered owner of the global
security, it will be considered the sole owner or holder of the debt
securities represented by the global security for all purposes under the
Indenture. Except as described above, beneficial owners:
. will not be entitled to have debt securities represented by the global
security registered in their names;
. will not receive or be entitled to receive physical delivery of debt
securities in definitive form; and
. will not be considered the owners or holders of the global security or
any debt securities represented by the global security for any purpose
under the Indenture.
To facilitate subsequent transfers, all debt securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the debt securities; DTC's
records reflect only the identity of the direct participants to whose accounts
such debt securities are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers. Conveyance of notices and other
communications by DTC to direct participants, by direct participants to
indirect participants, and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to BNSF as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date (identified in a listing
attached to the omnibus proxy).
Payments of any principal of and interest on the debt securities
represented by the global security registered in the name of the depositary or
its nominee will be made by BNSF through the Trustee or a paying agent, which
may also be the Trustee, to the depositary or its nominee as the registered
owner of the global security. Neither BNSF, the Trustee, nor the paying agent
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the global security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
BNSF has been advised that DTC will credit direct participants' accounts on
the payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
the payable date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as in the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the participant and not of
DTC, the paying agent or BNSF, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of BNSF or the paying agent,
disbursement of those payments to direct participants shall be the
responsibility of DTC and disbursement of the payments to the beneficial
owners shall be the responsibility of direct and indirect participants.
The information in this section concerning the depositary and the
depositary's book-entry system has been obtained from sources that BNSF
believes to be reliable, but BNSF takes no responsibility for the accuracy of
this information.
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Payment and Paying Agents
BNSF will pay interest on a debt security on any interest payment date to
the registered holder of the debt security as of the close of business on the
regular record date for payment of interest. (Section 307)
BNSF will pay the principal of and any premium and interest on the debt
securities at the office of the paying agent or paying agents that BNSF
designates. BNSF may pay interest by check mailed to the address of the person
entitled to the payment as the address appears in the security register. BNSF
has designated the corporate trust office of the Trustee in Chicago, Illinois
as BNSF's sole paying agent for payments on the debt securities. Any other
paying agents initially designated by BNSF for the debt securities will be
named in the applicable prospectus supplement. BNSF may at any time designate
additional paying agents, rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts. BNSF must
maintain a paying agent in each place of payment for the debt securities of a
particular series. (Section 1002)
Any money paid by BNSF to a paying agent for the payment of the principal
of or any premium or interest on any debt security which remains unclaimed at
the end of two years after the principal, premium or interest has become due
and payable may be repaid to BNSF at BNSF's request. (Section 1003)
Negative Pledge
In the Indenture, BNSF covenants that it will not, and it will not permit
any subsidiary to, create, assume, incur or suffer to exist any lien upon the
stock of BNSF Railway (or any successor or assign of BNSF Railway, whether by
merger or otherwise) to secure any obligation of BNSF, any of its subsidiaries
or other person, unless all of the outstanding debt securities are directly
secured equally and ratably with the obligation. (Section 1008) For purposes
of the Indenture, "lien" means any mortgage, pledge, lien or any other
encumbrance.
Consolidation, Merger and Sale of Assets
BNSF may not consolidate or merge with any entity, or convey, transfer or
lease substantially all of its properties and assets to any entity, and may
not permit any entity to convey, transfer or lease substantially all of its
properties and assets to BNSF, unless:
. the successor entity (if any) is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any
domestic jurisdiction and assumes BNSF's obligations on the debt
securities and under the Indenture; and
. immediately after giving effect to the transaction, no event of default,
and no event which, after notice or lapse of time or both, would become
an event of default, would occur and continue. (Section 801)
Events of Default
Each of the following will constitute an event of default under the
Indenture with respect to debt securities:
(1) failure to pay principal of or any premium on any debt security of
that series when due;
(2) failure to pay any interest on any debt securities of that series
when due, continued for 30 days;
(3) failure to deposit any sinking fund payment, when due, in respect of
any debt security of that series;
(4) failure to perform, or breach of, any other covenant or warranty of
BNSF in the Indenture with respect to debt securities of that series (other
than a covenant included in the Indenture solely for the benefit of a
particular series other than that series), continued for 90 days after
written notice has been given to BNSF by the Trustee or the holders of at
least 25% in principal amount of the outstanding debt securities of that
series, as provided in the Indenture; and
(5) certain events involving bankruptcy, insolvency or reorganization.
(Section 501)
7
<PAGE>
If an event of default (other than an event of default described in clause
(4) above that applies to all outstanding debt securities) with respect to the
debt securities of any series at the time outstanding occurs and continues,
either the Trustee or the holders of at least 25% of the aggregate principal
amount of the outstanding debt securities of that series may declare the
principal amount of the debt securities of that series to be due and payable
immediately by giving notice as provided in the Indenture. If an event of
default described in the preceding sentence applies to any debt security that
is an original issue discount security or the principal amount of the debt
security is not then determinable, the portion of the principal amount of the
debt security, or other amount in lieu of the principal amount, as may be
specified in the terms of the debt security, may be declared to be due and
payable immediately as provided in the preceding sentence. If an event of
default described in clause (4) above that applies to all outstanding debt
securities occurs and continues, either the Trustee or the holders of at least
25% of the aggregate principal amount of all the debt securities then
outstanding (treated as one class) may declare the principal amount of all the
debt securities then outstanding to be due and payable immediately by giving
notice as provided in the Indenture. If an event of default described in the
preceding sentence applies to any debt security that is an original issue
discount security, the portion of the principal amount of the debt security as
may be specified in the terms of the debt security may be declared to be due
and payable immediately as provided in the preceding sentence. After the
acceleration of a series, but before a judgment or decree based on
acceleration is rendered, the holders of a majority of the aggregate principal
amount of the outstanding debt securities of that series may, under certain
circumstances, rescind and annul the acceleration if all events of default,
other than the non-payment of accelerated principal (or other specified
amount), have been cured or waived as provided in the Indenture. (Section 502)
For information as to waiver of defaults, see "Modification and Waiver."
If an event of default occurs and is continuing, generally the Trustee will
be under no obligation to exercise any of its rights under the Indenture at
the request of any of the holders, unless those holders offer to the Trustee
reasonable indemnity. (Section 603) If the Trustee is offered reasonable
indemnity under the Indenture, the holders of a majority of the aggregate
principal amount of the outstanding debt securities of any series will have
the right to direct the time, method and place of:
. conducting any proceeding for any remedy available to the Trustee; or
. exercising any trust or power conferred on the Trustee with respect to
the debt securities of that series. (Section 512)
No holder of a debt security of any series will have any right to institute
any proceeding with respect to the Indenture, or for the appointment of a
receiver or a trustee or for any other remedy under the Indenture, unless:
. the holder has previously given to the Trustee written notice of a
continuing event of default;
. the holders of at least 25% of the aggregate principal amount of the
outstanding debt securities of the relevant series have made written
request, and the holder or holders have offered reasonable indemnity, to
the Trustee to institute the proceeding; and
. the Trustee has failed to institute a proceeding, and has not received
from the holders of a majority of the aggregate principal amount of the
outstanding debt securities of the relevant series a direction
inconsistent with the request, within 60 days after the notice, request
and offer. (Section 507)
However, the limitations do not apply to a suit instituted by a holder of a
debt security for the enforcement of payment of the principal of or any
premium or interest on any debt security on or after the applicable due date
specified in the debt security. (Section 508)
BNSF will furnish annually a statement to the Trustee by certain of its
officers as to whether or not BNSF, to their knowledge, is in default in the
performance or observance of any of the terms, provisions and conditions of
the Indenture and, if so, specifying all known defaults. (Section 1004)
8
<PAGE>
Modification and Waiver
Modifications and amendments of the Indenture may be made by BNSF and the
Trustee with the consent of the holders of a majority of aggregate principal
amount of the outstanding debt securities of each series affected by the
modification or amendment. No modification or amendment may, without the
consent of the holder of each affected outstanding debt security:
(1) change the stated maturity of the principal of, or any installment
of principal of or interest on, any debt security;
(2) reduce the principal amount of, or any premium or interest on, any
debt security;
(3) reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of maturity;
(4) change the place or currency of payment of principal of, or any
premium or interest on, any debt security;
(5) impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
(6) reduce the percentage of the principal amount of outstanding debt
securities of any series that is required to consent to the modification or
amendment of the Indenture;
(7) reduce the percentage of the principal amount of outstanding debt
securities of any series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults; or
(8) make certain modifications to the provisions with respect to
modification and waiver. (Section 902)
The holders of a majority of the aggregate principal amount of the
outstanding debt securities of any series may waive any past default or
compliance with certain restrictive provisions under the Indenture, except a
default in the payment of principal, premium or interest and certain covenants
and provisions of the Indenture which cannot be amended without the consent of
the holder of each outstanding debt security of the affected series. (Sections
513 and 1009)
In determining whether the holders of the requisite principal amount of the
outstanding debt securities have given or taken any direction, notice,
consent, waiver or other action under the Indenture as of any date:
(1) the principal amount of an original issue discount security that
will be deemed to be outstanding will be the amount of its principal that
would be due and payable at that time if the debt security was accelerated
to that date;
(2) if, as of that date, the principal amount payable at the stated
maturity of a debt security is not determinable (for example, because it is
based on an index), the principal amount of the debt security deemed to be
outstanding as of that date will be an amount determined in the manner
prescribed for the debt security; and
(3) the principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be outstanding
will be the U.S. dollar equivalent, determined as of that date in the
manner prescribed for the debt security, of the principal amount of the
debt security (or, in the case of a debt security described in clause (1)
or (2) above, of the amount described in that clause).
Certain debt securities, including those for which payment or redemption money
has been deposited or set aside in trust for the holders and those that have
been fully defeased pursuant to Section 1402 of the Indenture, will not be
deemed to be outstanding. (Section 101)
BNSF will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding debt securities of any
series entitled to give or take any direction, notice, consent, waiver or
other action under the Indenture, in the manner and subject to the limitations
provided in the Indenture. In certain limited circumstances, the Trustee will
be entitled to set a record date for action by holders. If a record date is
set for any action to be taken by holders of a particular series, the action
may be taken only by persons who are
9
<PAGE>
holders of outstanding debt securities of that series on the record date. To
be effective, that action must be taken by holders of the requisite principal
amount of the debt securities within a specified period following the record
date. For any particular record date, this period will be 180 days or a
shorter period as specified by BNSF (or the Trustee, if it sets the record
date) and may be shortened or lengthened (but not beyond 180 days) from time
to time. (Section 104)
Defeasance and Covenant Defeasance
Unless otherwise provided in the applicable prospectus supplement, the
provisions of Section 1402, relating to defeasance and discharge of
indebtedness, or Section 1403, relating to defeasance of certain restrictive
covenants in the Indenture, will apply to the debt securities of any series or
to any specified part of a series. (Section 1401)
Defeasance and Discharge. Section 1402 of the Indenture provides that BNSF
may be discharged from all its obligations with respect to the debt securities
(except for certain obligations to exchange or register the transfer of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and to hold moneys for payment in trust). To be discharged
from those obligations, BNSF must deposit in trust for the benefit of the
holders of the debt securities money or U.S. government obligations, or both,
which, through the payment of principal and interest on the deposited money or
U.S. government obligations, will provide enough money to pay the principal of
and any premium and interest on the debt securities on the stated maturities
in accordance with the terms of the Indenture and the debt securities. BNSF
may only do this if, among other things, BNSF has delivered to the Trustee an
opinion of counsel to the effect that BNSF has received from, or there has
been published by, the United States Internal Revenue Service a ruling, or
there has been a change in tax law, in either case to the effect that holders
of the debt securities will not recognize gain or loss for federal income tax
purposes as a result of the defeasance and discharge and will be subject to
federal income tax on the same amount, in the same manner and at the same
times as would have been the case if the defeasance and discharge were not to
occur. (Sections 1402 and 1404)
Defeasance of Certain Covenants. Section 1403 of the Indenture provides
that:
. in certain circumstances, BNSF may omit to comply with certain
restrictive covenants, including those described under "Negative Pledge"
and any that may be described in the applicable prospectus supplement;
and
. in those circumstances, the occurrence of certain events of default,
which are described above in clause (4) (with respect to the restrictive
covenants) under "Events of Default" and any that may be described in the
applicable prospectus supplement, will be deemed not to be or result in
an event of default with respect to the debt securities.
BNSF, to exercise this option, will be required to deposit, in trust for the
benefit of the holders of the debt securities, money or U.S. government
obligations, or both, which, through the payment of principal and interest on
the deposited money or U.S. government obligations, will provide enough money
to pay the principal of and any premium and interest on the debt securities on
the stated maturities in accordance with the terms of the Indenture and the
debt securities. BNSF will also be required, among other things, to deliver to
the Trustee an opinion of counsel to the effect that holders of the debt
securities will not recognize gain or loss for federal income tax purposes as
a result of the deposit and defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if the deposit and defeasance were not to occur. If BNSF
exercises this option with respect to any debt securities and those debt
securities are accelerated because of the occurrence of any event of default,
the amount of money and U.S. government obligations deposited in trust will be
sufficient to pay amounts due on those debt securities at the time of their
stated maturities but might not be sufficient to pay amounts due on those debt
securities upon that acceleration. In that case, BNSF will remain liable for
the payments. (Sections 1403 and 1404)
Notices
Notices to holders of debt securities will be given by mail to the
addresses of the holders as they appear in the security register. (Sections
101 and 106)
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<PAGE>
Title
BNSF, the Trustee and any of their agents may treat the registered holder
of a debt security as the absolute owner of the debt security for the purpose
of making payment and for all other purposes. (Section 309)
Governing Law
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112)
Regarding the Trustee
The Trustee has lending and other customary banking relationships with
BNSF.
PLAN OF DISTRIBUTION
BNSF may sell the debt securities:
. through an underwriter or underwriters;
. through dealers;
. through agents;
. directly to purchasers, including affiliates of BNSF; or
. through a combination of any of these methods of sale.
The applicable prospectus supplement will contain the terms of the
offerings of any debt securities. The initial public offering price and any
discount or concessions allowed or reallowed to dealers may be changed from
time to time. The applicable prospectus supplement will contain the expected
time of delivery of the debt securities for which this prospectus is
delivered.
If underwriters are used in the sale of the debt securities, the
underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters will be
obligated to purchase all of the debt securities if any are purchased. In
connection with the sale of debt securities, underwriters may receive
compensation from BNSF or from purchasers of debt securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell debt securities to or through dealers, and dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agent.
Underwriters, agents or dealers participating in the distribution of debt
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the debt
securities may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933. The debt securities may be sold in one or more
transactions either at a fixed price or prices which may be changed, at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices. BNSF may also offer and sell the debt
securities in exchange for one or more of its outstanding issues of debt or
convertible debt securities or in the satisfaction of indebtedness.
BNSF may indemnify the underwriters, agents or dealers who participate in
the distribution of debt securities against certain liabilities, including
liabilities under the Securities Act of 1933. BNSF may also contribute to
payments that the underwriters, dealers or agents or any of their controlling
persons may be required to make in respect of such liabilities. Underwriters,
agents or dealers may be customers of, engage in transactions with or perform
services for BNSF or subsidiaries of BNSF in the ordinary course of business.
If so indicated in a prospectus supplement, BNSF will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase debt securities from BNSF pursuant to delayed delivery contracts
providing for payment and delivery on the date stated in the prospectus
supplement. These contracts will be
11
<PAGE>
subject only to those conditions contained in the prospectus supplement. The
prospectus supplement will also contain the commission payable for
solicitation of any of these contracts.
Offers to purchase debt securities may be solicited directly by BNSF and
sales of debt securities may be made by BNSF directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any resale of the debt securities.
The terms of any such sales will be described in the prospectus supplement
relating to the debt securities. Except as contained in the applicable
prospectus supplement, no director, officer or employee of BNSF will solicit
or receive a commission in connection with direct sales by BNSF of the debt
securities, although these persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with any
such direct sales.
VALIDITY OF SECURITIES
The validity of the debt securities offered by this prospectus will be
passed upon for BNSF by the law firm of Mayer, Brown & Platt, Chicago,
Illinois, and for the underwriters, dealers, or agents, if any, by the law
firm of Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to BNSF's Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
PricewaterhouseCoopers LLP as experts in auditing and accounting.
WHERE YOU MAY FIND MORE INFORMATION
BNSF files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
BNSF's SEC filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. You may also read and copy any document BNSF
files with the SEC at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room, including copying fees.
BNSF has filed a registration statement with the SEC under the Securities
Act of 1933. This prospectus, which is a part of the registration statement,
does not contain all the information contained in the registration statement;
certain items are contained in exhibits to the registration statement, as
permitted by the rules and regulations of the SEC. Statements that BNSF makes
in this prospectus about the content of any contract, agreement or other
document are not necessarily complete. With respect to each contract,
agreement or other document filed as an exhibit to the registration statement,
BNSF refers you to the exhibit for a more complete description of the matter
involved, and each statement that BNSF makes is qualified in its entirety by
such reference.
The SEC allows BNSF to "incorporate by reference" the information it files
with them, which means that BNSF can disclose important information to you
simply by referring you to documents which BNSF has filed with the SEC. The
information incorporated by reference is an important part of this prospectus,
and the information that BNSF files later with the SEC will automatically
update and supersede this information. BNSF incorporates by reference all
documents filed by it after the date of the initial registration statement but
prior to the effectiveness of the registration statement, any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until completion of the sale of the debt securities to
the public, and the following documents:
(1) Annual Report on Form 10-K for the year ended December 31, 1999;
(2) Current Report on Form 8-K (Date of earliest event reported: January
20, 2000);
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(3) Current Report on Form 8-K (Date of earliest event reported:
February 4, 2000); and
(4) Current Report on Form 8-K (Date of earliest event reported:
February 17, 2000).
If you would like a copy of any of the documents incorporated by reference
into this prospectus, please make your request in writing or by telephone to:
Burlington Northern Santa Fe Corporation
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830
Attention: Corporate Secretary
Telephone: (817) 352-6856
BNSF will provide you with the copies you request free of charge (other than
the exhibits to the requested documents unless they are specifically
incorporated by reference into the documents).
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely
on any unauthorized information or representations. This prospectus is an
offer to sell only the notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
Page
----
<S> <C>
The Company................................................................. S-2
Ratio of Earnings to Fixed Charges.......................................... S-2
Use of Proceeds............................................................. S-2
Description of Notes........................................................ S-2
Underwriting................................................................ S-5
Where You May Find More Information......................................... S-6
Prospectus
Burlington Northern Santa Fe Corporation.................................... 2
Ratio of Earnings to Fixed Charges.......................................... 2
Use of Proceeds............................................................. 2
Description of Debt Securities.............................................. 3
Plan of Distribution........................................................ 11
Validity of Securities...................................................... 12
Experts..................................................................... 12
Where You May Find More Information......................................... 12
</TABLE>
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$300,000,000
[LOGO OF BNSF]
7.125% Notes
due December 15, 2010
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PROSPECTUS SUPPLEMENT
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Chase Securities Inc.
Goldman, Sachs & Co.
Banc One Capital Markets, Inc.
ABN AMRO Incorporated
BNY Capital Markets, Inc.
Morgan Stanley Dean Witter
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