Obligation Burlington Northern & Santa Fe 5.75% ( US12189TBA16 ) en USD

Burlington Northern & Santa Fe

100 % ⇌

Etas-Unis

US12189TBA16 ( en USD )

5.75% par an ( paiement semestriel )

15/03/2018 - Obligation échue

Prospectus brochure de l'obligation Burlington Northern Santa Fe US12189TBA16 en USD 5.75%, échue

2 000 USD

650 000 000 USD

12189TBA1

NR

NR

Burlington Northern Santa Fe (BNSF) est une grande compagnie de chemin de fer de fret américaine, opérant un vaste réseau ferroviaire à travers l'ouest des États-Unis et le Canada.

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189TBA16, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2018

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189TBA16, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189TBA16, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
A filing fee of $25,545, 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)
$650,000,000

Burlington Northern Santa Fe Corporation
5.75% Notes due March 15, 2018

We will pay interest on the notes on March 15 and September 15 of each year. The first such payment will be
made on September 15, 2008. The notes will be issued only in minimum denominations of $2,000 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" in this prospectus supplement. 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 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 Note

99.767%

0.650%

99.117%
Total

$648,485,500
$
4,225,000
$644,260,500

(1) Plus accrued interest from March 14, 2008, if settlement occurs after that date.
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Prospectus Supplement
The notes offered by this prospectus supplement will not be listed on any securities exchange. Currently, there is
no public market for the notes.
The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository
Trust Company against payment on March 14, 2008.
Joint Book-Running Managers
Banc of America Securities LLC
Barclays Capital
Wachovia Securities

Co-Managers
BMO Capital Markets

BNP PARIBAS

BNY Capital Markets, Inc.
Mitsubishi UFJ Securities

SOCIETE GENERALE
The Williams Capital Group, L.P.

The date of this prospectus supplement is March 11, 2008.
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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 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

Prospectus Supplement

Page
About this Prospectus Supplement

S-1
The Company

S-2
Ratio of Earnings to Fixed Charges

S-2
Use of Proceeds

S-2
Description of Notes

S-3
Underwriting

S-14
Validity of the Notes

S-16
Experts

S-16
Where You May Find More Information

S-17
Prospectus

Page
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

i
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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-1
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THE COMPANY
Burlington Northern Santa Fe Corporation ("BNSF") is engaged primarily in railroad transportation through our
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,

2007 2006 2005 2004 2003
Earnings to Fixed Charges(1)
4.62x 4.90x 4.63x 3.10x 3.01x

(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 notes for general corporate purposes, including but not limited
to working capital, capital expenditures, repurchase of our common stock pursuant to our share repurchase
program, and repayment of commercial paper having an average interest rate of approximately 3.9% as of
February 29, 2008.

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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 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 notes as a series of debt securities under the Indenture dated as of December 1, 1995, as
supplemented by the Second Supplemental Indenture, to be dated as of March 14, 2008 (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.
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
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 notes 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 notes, 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 notes 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.
The notes will be unsecured obligations of BNSF and will rank on a parity with each other and with all other
unsecured and unsubordinated indebtedness of BNSF. 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 be issued in the aggregate principal amount of $650,000,000, will bear interest at 5.75% per
annum and will mature on March 15, 2018.
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The notes will bear interest from March 14, 2008 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 March 15 and
September 15 of each year to the registered holders of the notes as of the close of business on the immediately
preceding March 1 and September 1, respectively, whether or not that day is a business day. The first interest
payment date will be September 15, 2008.
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.

S-3
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No Sinking Fund
The notes will not be entitled to the benefit of a sinking fund.
Optional Redemption
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 the 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 35
basis points, plus in either case any accrued and unpaid interest on the notes to the date of redemption. The
Independent Investment Banker (as defined below) will calculate the redemption price.
"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 the Independent Investment
Banker as having a maturity comparable to the remaining term of the notes 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 the 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.
"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 Banc of America Securities LLC and Barclays Capital 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.
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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.
Change of Control Repurchase Event
If a change of control repurchase event occurs, unless we have exercised our right to redeem the notes as
described above, we will be required to make an offer to each holder of notes to repurchase all or any part (in

S-4
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integral multiples of $1,000) of that holder's notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of notes repurchased plus any accrued and unpaid interest on the notes 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 notes 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 Securities Exchange Act
of 1934, as amended (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 notes 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 notes, 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 notes 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 notes or portions of notes properly tendered pursuant to our offer;
(2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all notes or portions of
notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate
stating the aggregate principal amount of notes being purchased by us.
The trustee will promptly mail to each holder of notes properly tendered the purchase price for the notes, and the
trustee will promptly cause to be transferred by book-entry to each holder a new note equal in principal amount
to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount
of a minimum denomination of $2,000 and an integral multiple of $1,000.
We will not be required to make an offer to repurchase the notes 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 notes properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are
applicable:
"Below investment grade ratings event" means that on any day within the 60-day period (which period shall be
extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade
by any of the rating agencies) after the earlier of (1) the occurrence of a change of control; or (2) public notice of
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- #1">Prospectus Supplement