Bond Burlington Northern & Santa Fe 4.875% ( US12189TAW45 ) in USD

Burlington Northern & Santa Fe

100 % ⇌

United States

US12189TAW45 ( in USD )

4.875% per year ( payment 2 times a year)

14/01/2015 - Bond has expired

Prospectus brochure of the bond Burlington Northern Santa Fe US12189TAW45 in USD 4.875%, expired

1 000 USD

250 000 000 USD

12189TAW4

NR

NR

Burlington Northern Santa Fe (BNSF) is a major freight railroad operating in the western United States and Canada, handling a significant portion of North America's freight transportation.

Burlington Northern Santa Fe (BNSF), a major freight railroad network in North America and a significant subsidiary of Berkshire Hathaway, was the issuer of a USD-denominated bond (ISIN US12189TAW45, CUSIP 12189TAW4) issued in the United States with a total size of $250,000,000 and a minimum purchase size of $1,000, which carried a 4.875% coupon paid semi-annually, matured on January 14, 2015, was redeemed at 100% of its face value, and was reported as 'Not Rated' by both Standard & Poor's and Moody's.

Form 424(b)(5)
424B5 1 d424b5.htm FORM 424(B)(5)
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-59894
333-99643
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 4, 2002)

$250,000,000

Burlington Northern Santa Fe Corporation

4.875% Notes due January 15, 2015

We will pay interest on the notes on January 15 and July 15 of each year. The first such payment will be made on
July 15, 2005. 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. See "Description of Notes--Optional
Redemption." 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.

Proceeds,
Before
Price to
Underwriting
Expenses, to
Investors(1)
Discount
BNSF

Per Note

99.681%
0.650%
99.031%
Total
$249,202,500 $ 1,625,000 $247,577,500
(1) Plus accrued interest from November 24, 2004, if settlement occurs after that date.

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 November 24, 2004.

Joint Book-Running Managers
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Form 424(b)(5)
Barclays Capital
Citigroup
Goldman, Sachs & Co.

Utendahl Capital
The Williams Capital Group, L.P.

The date of this prospectus supplement is November 19, 2004.
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Form 424(b)(5)
No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this prospectus supplement or the accompanying prospectus. You must not rely on any
unauthorized information or representations. This prospectus supplement and the accompanying
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 supplement and the
accompanying prospectus is current only as of its date.

TABLE OF CONTENTS

Page
Page

Prospectus Supplement

Prospectus

The Company

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Burlington Northern Santa Fe Corporation
3
Ratio of Earnings to Fixed Charges

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Ratio of Earnings to Fixed Charges

3
Use of Proceeds

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Use of Proceeds

3
Description of Notes

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Description of Debt Securities

3
Underwriting

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Plan of Distribution

12
Where You May Find More Information

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Validity of Securities

13

Experts

13

Where You May Find More Information
13

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Form 424(b)(5)
THE COMPANY
Burlington Northern Santa Fe Corporation ("our," "we" or "BNSF") is engaged primarily in railroad
transportation through our 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 ports in the
Gulf of Mexico and Mexican and Canadian gateways and important gateways to the eastern United States.
BNSF Railway derives a substantial portion of its revenues from transportation services provided by the
following business commodity groups: Consumer Products, including intermodal (hauling freight containers and
truck trailers on flatcars), automotive, and perishables and dry boxcar; Industrial Products, including chemicals
and plastics products, petroleum products, construction products and building products; Coal; and Agricultural
Products.
Our principal executive offices are located at 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, telephone
number (800) 795-2673.

RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth BNSF's ratio of earnings to fixed charges for the periods shown.

Nine Months
Ended
September 30,
Year Ended December 31,

2004
2003
2003
2002
2001
2000
1999

Earnings to Fixed Charges (1)
2.55x 2.87x 3.00x 2.93x 2.77x 3.46x 4.09x
(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 adjusted for equity method investee income. 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.

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 1.8% as of
October 31, 2004.

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Form 424(b)(5)
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.
General
We will issue the notes under an Indenture, dated as of December 1, 1995, between BNSF and J.P. Morgan 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 4.875% per annum and will mature on January 15, 2015.
The notes will bear interest from November 24, 2004 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 January 15
and July 15 of each year to the registered holders of the notes as of the close of business on the immediately
preceding January 1 and July 1, respectively, whether or not such day is a business day. The first interest
payment date will be July 15, 2005.
Pursuant to the Trust Indenture Act of 1939, if a default occurs on the notes, J.P. Morgan Trust Company,
National Association will be required to resign as trustee unless the default is cured, duly waived or otherwise
eliminated within 90 days.
We may, without the consent of the holders of the notes, issue additional notes and thereby increase the principal
amount of the notes in the future, on the same terms and conditions and with the same CUSIP number as the
notes offered in this prospectus supplement.
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 15 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.

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Form 424(b)(5)
"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.

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Form 424(b)(5)
"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.
"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 Barclays Capital Inc., Citigroup Global Markets Inc., Goldman,
Sachs & Co. 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 notes 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.

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Form 424(b)(5)
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. Barclays Capital Inc., Citigroup Global
Markets Inc. and Goldman, Sachs & Co. are acting as co-lead managers, joint book-running managers and as
representatives to the underwriters.

Principal
Amount of
Underwriters
Notes

Barclays Capital Inc.

$ 77,500,000
Citigroup Global Markets Inc.

77,500,000
Goldman, Sachs & Co.

77,500,000
Utendahl Capital Partners, L.P.

8,750,000
The Williams Capital Group, L.P.

8,750,000

Total

$250,000,000

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 0.400% 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 0.125% 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
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Form 424(b)(5)
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 $140,000.
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 transactions with BNSF and its
subsidiaries.

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Form 424(b)(5)
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, 2003;

(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September
30, 2004; and

(3) Current Report on Form 8-K dated October 7, 2004.
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
2500 Lou Menk Drive
Fort Worth, Texas 76131-2828
Attention: Vice President - Investor Relations, (817) 352-4813.
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.

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Document Outline

sec.gov
- #1">Form 424(b)(5)