Bond Burlington Northern & Santa Fe 6.15% ( US12189TAZ75 ) in USD

Burlington Northern & Santa Fe

100 % ▼

United States

US12189TAZ75 ( in USD )

6.15% per year ( payment 2 times a year)

01/05/2037

Prospectus brochure of the bond Burlington Northern Santa Fe US12189TAZ75 en USD 6.15%, maturity 01/05/2037

2 000 USD

650 000 000 USD

12189TAZ7

AA- ( High grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/11/2025 ( In 90 days )

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.

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189TAZ75, pays a coupon of 6.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2037

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189TAZ75, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Burlington Northern & Santa Fe ( United States ) , in USD, with the ISIN code US12189TAZ75, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement with Base Prospectus
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT WITH BASE PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(5)
A filing fee of $39,910, calculated in accordance
with Rule 457(r), has been transmitted to the SEC in connection
with the securities offered from the registration statement
(Reg. No. 333-130214) by means of this prospectus supplement.
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 8, 2005)
$1,300,000,000

Burlington Northern Santa Fe Corporation
5.65% Debentures due May 1, 2017
6.15% Debentures due May 1, 2037
The 2017 and 2037 debentures will each be initially issued in an aggregate principal amount of $650,000,000.
We will pay interest on the debentures on May 1 and November 1 of each year. The first interest payment will be
made on November 1, 2007. The debentures will be issued only in denominations of $2,000 and integral
multiples of $1,000.
We have the option to redeem all or a portion of the debentures at any time. See "Description of Debentures 
Optional Redemption" in this prospectus supplement. There is no sinking fund for the debentures.
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 supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.

Proceeds,
Before
Price to
Underwriting
Expenses,

Investors(1)
Discount
to BNSF

Per 2017 Debenture

99.950%

0.650%

99.300%
Total

$649,675,000
$ 4,225,000
$645,450,000
Per 2037 Debenture

99.913%

0.875%

99.038%
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Final Prospectus Supplement with Base Prospectus
Total

$649,434,500
$ 5,687,500
$643,747,000
(1) Plus accrued interest from April 13, 2007, if settlement occurs after that date.
The debentures offered by this prospectus supplement will not be listed on any securities exchange. Currently,
there is no public market for the debentures.
The underwriters expect to deliver the debentures in book-entry form only, through the facilities of The
Depository Trust Company against payment on April 13, 2007.

Joint Book-Running Managers
Citigroup

Goldman, Sachs & Co.
JPMorgan

Co-Managers

BMO Capital Markets

BNP PARIBAS

Lazard Capital Markets
RBC Capital Markets

SOCIETE GENERALE
The Williams Capital Group, L.P.

The date of this prospectus supplement is April 10, 2007.
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Final Prospectus Supplement with Base Prospectus
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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 supplement or the accompanying prospectus. You must not rely on any
unauthorized information or representations. This prospectus supplement and the accompanying
prospectus are an offer to sell only the debentures 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
Prospectus Supplement

About this Prospectus Supplement

S-2
The Company

S-3
Ratio of Earnings to Fixed Charges

S-3
Use of Proceeds

S-3
Description of Debentures

S-4
Underwriting

S-15
Legal Matters

S-17
Experts

S-17
Where You May Find More Information

S-18

Page
Prospectus

Burlington Northern Santa Fe Corporation

1
BNSF Funding Trust I

1
Ratio of Earnings to Fixed Charges

1
Use of Proceeds

1
Description of Debt Securities

2
Plan of Distribution

10
Validity of Securities

11
Experts

11
Where You May Find More Information

11

S-1
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Final Prospectus Supplement with Base Prospectus
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering. The second part, the accompanying prospectus, gives more general information, some of which
may not apply to this offering. You should read this entire prospectus supplement, as well as the accompanying
prospectus and the documents incorporated by reference that are described under "Where You May Find More
Information" in this prospectus supplement and the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate
only as of the respective dates of those documents in which the information is contained. Our business, financial
condition, results of operations and prospects may have changed since those dates.

S-2
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THE COMPANY
Burlington Northern Santa Fe Corporation ("BNSF") is engaged primarily in railroad transportation through
ownership of its principal operating subsidiary, BNSF Railway Company ("BNSF Railway"). BNSF Railway
operates one of the largest railroad networks in North America with approximately 32,000 route miles in
28 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 transportation services provided by the
following business groups: Consumer Products, which includes the business areas of international intermodal,
domestic intermodal (truckload/intermodal marketing companies and expedited truckload/less-than-truckload),
and automotive; Industrial Products, including the business areas of building products, construction products,
chemicals and plastic products, petroleum products, and food and beverages; 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.

Year Ended December 31,

2006 2005 2004 2003 2002
Earnings to Fixed Charges(1)
4.89x 4.62x 3.06x 3.00x 2.93x
(1) For purposes of this ratio, earnings are calculated by adding fixed charges to pre-tax income or loss from
continuing operations adjusted for equity method investee income and amortization of capitalized interest.
Fixed charges consist of interest on indebtedness (including amortization of debt discount and premium) and
an estimate of 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 debentures for general corporate purposes, including but not
limited to working capital, capital expenditures, repurchase of our common stock pursuant to our share
repurchase program, funding the maturity of $300 million of debt which matures on April 15, 2007, and the
repayment of commercial paper having an average interest rate of approximately 5.4% as of March 31, 2007.

S-3
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DESCRIPTION OF DEBENTURES
The following description of the particular terms of the debentures offered in this prospectus supplement
supplements the description of the general terms and provisions of the debt securities set forth in the
accompanying prospectus. We refer you to the accompanying prospectus for that description. If this description
differs in any way from the general description of the debt securities in the accompanying prospectus, then you
should rely on this description.
General
BNSF will issue the debt securities under an Indenture dated as of December 1, 1995, as supplemented by the
First Supplemental Indenture, to be dated as of April 13, 2007 (the "Indenture"), between BNSF and The Bank of
New York Trust Company, N.A., as successor in interest to The First National Bank of Chicago, as Trustee. A
copy of the Indenture is filed as Exhibit 4 to BNSF's Registration Statement on Form S-3 filed on February 8,
1999. 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 the
accompanying prospectus or this 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)
The debentures are unsecured and will rank equally with each other and with all of our other unsecured and
unsubordinated indebtedness. We will issue the debentures in book-entry form only. We do not intend to list the
debentures on any securities exchange.
The 2017 debentures will be issued in the aggregate principal amount of $650,000,000, will bear interest at
5.65% per annum and will mature on May 1, 2017.
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Final Prospectus Supplement with Base Prospectus
The 2037 debentures will be issued in the aggregate principal amount of $650,000,000, will bear interest at
6.15% per annum and will mature on May 1, 2037.
The debentures will bear interest from April 13, 2007 or from the most recent interest payment date to which
interest has been paid or provided for. We will pay interest on the debentures semiannually in arrears on May 1
and November 1 of each year to the registered holders of the debentures as of the close of business on the
immediately preceding April 15 and October 15, respectively, whether or not such day is a business day. The first
interest payment date will be November 1, 2007.
We may, without the consent of the holders of the debentures of either series, issue additional debentures of that
series and thereby increase the principal amount of the debentures of that series in the future, on the same

S-4
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terms and conditions and with the same CUSIP number as the debentures of that series offered in this prospectus
supplement.
No Sinking Fund
The debentures will not be entitled to the benefit of a sinking fund.
Optional Redemption
The debentures of either series 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 debentures and (2) the sum of
the present values of the remaining scheduled payments of principal and interest on the debentures of that series
discounted to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) for that series, plus 15 basis points (in the case of the 2017 debentures) or
20 basis points (in the case of the 2037 debentures), and plus in either case, any accrued and unpaid interest on
the debentures being redeemed to the date of redemption. The Independent Investment Banker (as defined below)
will calculate the redemption price.
"Treasury Rate" means, with respect to the debentures of either series on any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue for that series, 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 the Independent Investment
Banker as having a maturity comparable to the remaining term of the debentures of the series 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 with the remaining term of those debentures. "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 the debentures of either series on any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue for that series (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 the
debentures of either series on any redemption date, the average, as determined by the trustee, of the bid and asked
prices for the Comparable Treasury Issue for that series (expressed in each case as a percentage of its principal
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Final Prospectus Supplement with Base Prospectus
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 Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., 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 debentures to be redeemed.

S-5
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Unless we default in payment of the redemption price, on and after the redemption date interest will cease to
accrue on the debentures or portions of the debentures called for redemption.
Change of Control Repurchase Event
If a change of control repurchase event occurs, unless we have exercised our right to redeem the debentures as
described above, we will be required to make an offer to each holder of debentures to repurchase all or any part
(in integral multiples of $1,000) of that holder's debentures at a repurchase price in cash equal to 101% of the
aggregate principal amount of debentures repurchased plus any accrued and unpaid interest on the debentures
repurchased to, but not including, the date of repurchase. Within 30 days following a change of control
repurchase event or, at our option, prior to a change of control, but after the public announcement of the change
of control, we will mail a notice to each holder, with a copy to the trustee, describing the transaction or
transactions that constitute or may constitute the change of control repurchase event and offering to repurchase
debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of
the change of control, state that the offer to purchase is conditioned on a change of control repurchase event
occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with the repurchase of the debentures as a result of a change of
control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the
change of control repurchase event provisions of the debentures, we will comply with the applicable securities
laws and regulations and will not be deemed to have breached our obligations under the change of control
repurchase event provisions of the debentures by virtue of such conflict.
On the repurchase date following a change of control repurchase event, we will, to the extent lawful:

(1) accept for payment all debentures or portions of debentures properly tendered pursuant to our offer;

(2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all debentures or

portions of debentures properly tendered; and

(3) deliver or cause to be delivered to the trustee the debentures properly accepted, together with an

officers' certificate stating the aggregate principal amount of debentures being purchased by us.
The trustee will promptly mail to each holder of debentures properly tendered the purchase price for the
debentures, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each
holder a new debenture equal in principal amount to any unpurchased portion of any debentures surrendered;
provided that each new debenture will be in a principal amount of an integral multiple of $1,000.
We will not be required to make an offer to repurchase the debentures upon a change of control repurchase event
if a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all debentures properly tendered and not
withdrawn under its offer.
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- #1">Final Prospectus Supplement with Base Prospectus