Obligation BNSF Capital Trust I 6.613% ( US05567SAA06 ) en USD

BNSF Capital Trust I

100 % ▲

Etas-Unis

US05567SAA06 ( en USD )

6.613% par an ( paiement semestriel )

14/12/2055 ( La date du prochain call est le 15/01/2026 )

Prospectus brochure de l'obligation BNSF Funding Trust I US05567SAA06 en USD 6.613%, échéance 14/12/2055

1 000 USD

500 000 000 USD

05567SAA0

A- ( Qualité moyenne supérieure )

N/A

15/07/2025 ( Dans 9 jours )

BNSF Funding Trust I est un véhicule fiduciaire créé pour financer les activités de Burlington Northern Santa Fe Railway Company (BNSF), une importante compagnie de chemin de fer américaine, en émettant et en gérant des obligations.

L'Obligation émise par BNSF Capital Trust I ( Etas-Unis ) , en USD, avec le code ISIN US05567SAA06, paye un coupon de 6.613% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2055
L'Obligation émise par BNSF Capital Trust I ( Etas-Unis ) , en USD, avec le code ISIN US05567SAA06, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-130214
PROSPECTUS SUPPLEMENT

(To prospectus dated December 8, 2005)

500,000 Fixed Rate/Floating Rate Trust Preferred Securities

BNSF Funding Trust I

6.613% Fixed Rate/Floating Rate Trust Preferred Securities
(Liquidation Amount $1,000 per Trust Preferred Security)
Guaranteed to the extent described in this prospectus supplement by
Burlington Northern Santa Fe Corporation

Each of the 6.613% Fixed Rate/Floating Rate Trust Preferred Securities, which we refer to in this prospectus
supplement as the "trust preferred securities," represents an undivided beneficial ownership interest in the assets
of BNSF Funding Trust I, or the trust, a Delaware statutory trust. Burlington Northern Santa Fe Corporation, or
BNSF or the Company, a Delaware corporation, will own all of the trust common securities.
The only assets of the trust will be 6.613% Fixed Rate/Floating Rate Junior Subordinated Notes, due December
15, 2055, issued by BNSF which we refer to in this prospectus supplement as the "junior subordinated notes,"
and related proceeds. The trust will pay distributions on the trust preferred securities only from the proceeds, if
any, of interest payments on the junior subordinated notes. The junior subordinated notes will bear interest from
the date they are issued to January 15, 2026, at the annual rate of 6.613% of their principal amount, payable semi-
annually in arrears on January 15 and July 15 of each year, beginning July 15, 2006 and thereafter will bear
interest at an annual rate equal to the 3-month LIBOR Rate plus 2.35%, reset quarterly, payable quarterly in
arrears on January 15, April 15, July 15 and October 15 of each year beginning April 15, 2026.
We may elect to defer interest payments on the junior subordinated notes as described in this prospectus
supplement. In addition and as further described in this prospectus supplement, if we have optionally deferred
interest payments for a period of more than five consecutive years or if we have failed to satisfy certain financial
tests, we will be required to sell our common stock and/or perpetual non-cumulative preferred stock and to pay
interest on the junior subordinated notes only from the net proceeds of those sales. If we do not pay interest on
the junior subordinated notes, the trust will not make the corresponding distributions on the trust preferred
securities. BNSF will guarantee payment of distributions on the trust preferred securities only to the extent BNSF
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makes corresponding payments to the trust on the junior subordinated notes.
We may redeem the junior subordinated notes in whole or in part, on or after January 15, 2026 at the Optional
Redemption Price; in whole or in part, at any time prior to January 15, 2026 at the Make-Whole Optional
Redemption Price; or in whole, but not in part, upon the occurrence of a tax event or a regulatory event at the
Make-Whole Special Event Redemption Price, all as described in this prospectus supplement.
To the extent we redeem any junior subordinated notes, the trust must redeem a corresponding amount of the
trust preferred securities and the trust common securities.
Investing in the trust preferred securities involves risks. See " Risk Factors" beginning on page S-12 of this
prospectus supplement to read about certain factors you should consider before buying the trust preferred
securities.

Per Trust
Preferred Security
Total

Initial public offering price (1)

$
1,000
$500,000,000
Underwriting discounts and commissions (2)

$
15
$ 7,500,000
Proceeds, before expenses, to BNSF Funding
Trust I

$
1,000
$500,000,000

(1) Plus accumulated distributions, if any, from December 15, 2005, if settlement occurs after that date.
(2) Underwriting commissions on the sale of the trust preferred securities will be paid by BNSF in

consideration of the purchase by the trust of the "junior subordinated notes."
The underwriters expect to deliver the trust preferred securities in book-entry form only through the facilities of
The Depository Trust Company on or about December 15, 2005.
Neither the Securities and Exchange Commission nor any state securities regulators has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Merrill Lynch & Co.
Goldman, Sachs & Co.

Joint Book-Runners and Joint Structuring Coordinators

Co-Managers
Banc of America Securities LLC

JPMorgan
Barclays Capital

Wachovia Securities

Prospectus Supplement dated December 12, 2005.
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Table of Contents
TABLE OF CONTENTS

Page

PROSPECTUS SUPPLEMENT

Summary Information--The Offering

S-1
Risk Factors
S-12
Burlington Northern Santa Fe Corporation
S-21
BNSF Funding Trust I
S-22
Use of Proceeds
S-23
Accounting Treatment
S-24
Ratio of Earnings to Fixed Charges
S-25
Description of the Trust Preferred Securities
S-26
Description of the Junior Subordinated Notes
S-41
Historical Analysis of Trigger Ratios
S-57
Description of the Guarantee
S-62
Relationship Among the Trust Preferred Securities, the Junior Subordinated Notes and the Guarantee S-65
Description of the Replacement Capital Covenant
S-67
Certain United States Federal Income Tax Considerations
S-68
Certain ERISA Considerations
S-73
Underwriting
S-75
Legal Matters
S-78
Forward-Looking Statements
S-79
Where You Can Find More Information
S-81
Documents Incorporated by Reference
S-81
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

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Table of Contents
SUMMARY INFORMATION--THE OFFERING
The following is a brief summary of some of the terms of this offering. For a more complete description of the
terms of the trust preferred securities, see "Description of the Trust Preferred Securities" in this prospectus
supplement.
Issuer
BNSF Funding Trust I, a Delaware statutory trust. The only assets of the
trust are the junior subordinated notes due December 15, 2055 of BNSF.
Securities Offered
500,000 trust preferred securities, each with a liquidation amount of
$1,000. The trust preferred securities will represent undivided beneficial
interests in the assets of the trust.
Guarantor
BNSF.
Distributions
Holders of the trust preferred securities will receive distributions of their
pro rata share of any cash payments received by the trust on the junior
subordinated notes.

Fixed Rate Distributions. The junior subordinated notes will bear interest from
the date they are issued to January 15, 2026, which we refer to as the fixed rate
period, at the annual rate of 6.613% of their principal amount, payable semi-
annually in arrears on January 15 and July 15 of each year (or, if not a business
day, the next business day), beginning July 15, 2006. If interest payments are
deferred or otherwise not paid during the fixed rate period, they will accrue and
compound until paid at the annual rate of 6.613%.

Floating Rate Distributions. The junior subordinated notes will bear interest
from January 15, 2026 to their maturity at an annual rate equal to the 3-month
LIBOR Rate plus 2.35%, reset quarterly, payable quarterly in arrears on January
15, April 15, July 15 and October 15 of each year (or, if not a business day, the
next business day). If interest payments are deferred or otherwise not paid during
the floating rate period, they will accrue and compound until paid at the
prevailing floating rate.

For a more complete description of interest payable on the junior subordinated
notes, see "Description of the Junior Subordinated Notes--Interest."
Optional Deferral
We may elect at our option to defer payment of all or part of the current
and accrued interest otherwise due on the junior subordinated notes for a
period of five consecutive years (an "Optional Deferral Period"),
provided that:
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· we may not optionally defer interest payments on or after the maturity

date of, or redemption date for, the junior subordinated notes; and

S-1
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· we may not optionally defer interest payments once we have failed to pay
(i) optionally deferred interest otherwise due for a period of ten

consecutive years or (ii) any interest otherwise due for a period of twelve
consecutive years for any reason.

Deferred interest not paid on an interest payment date will be compounded and
bear interest from that interest payment date at the then prevailing interest rate
until paid, as described under "Description of the Junior Subordinated Notes--
Interest."

We may pay accrued and unpaid interest at any time during an Optional Deferral
Period. If we fail to pay all accrued and unpaid interest by the end of an Optional
Deferral Period, we will be required to sell our common stock and/or Qualifying
Preferred Stock pursuant to the Alternative Payment Mechanism (which terms
are defined below) and use the net proceeds of those sales to pay accrued and
unpaid interest to the extent described below under "Obligations After Five
Years of Optional Deferral."

Once we pay all accrued and unpaid interest resulting from our optional deferral
of interest, we may later defer interest again for a new Optional Deferral Period,
subject to the same limitations.

We will provide to the trust written notice of any optional deferral of interest at
least 10 and not more than 60 business days prior to the applicable interest
payment date, and any such notice will be forwarded promptly by the trust to
each holder of record of trust preferred securities.

For purposes of determining the number of consecutive interest payment dates
during an Optional Deferral Period, we will exclude any payment date during a
Mandatory Trigger Period. We may not elect to defer interest payments on the
junior subordinated notes during a Mandatory Trigger Period, as described
below.
Obligations After Five Years of
If we fail to pay all accrued and unpaid interest on the junior
Optional Deferral
subordinated notes for a period of five consecutive years following the
commencement of an Optional Deferral Period,

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· unless prevented by a Market Disruption Event (as defined below), we
will be required to sell our common stock and/or Qualifying Preferred
Stock pursuant to the Alternative Payment Mechanism and use the net

proceeds of those sales to pay all accrued and unpaid interest on the junior
subordinated notes on or prior to the next interest payment date, as
described under "Alternative Payment Mechanism;" and

· we will be prohibited from paying interest on the junior subordinated

notes from any other source until all accrued and

S-2
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unpaid interest has been paid pursuant to the Alternative Payment

Mechanism.

Our failure to pay interest on the junior subordinated notes for an additional
period of up to five consecutive years following an Optional Deferral Period will
not constitute an event of default under the indenture so long as a Market
Disruption Event is continuing. See "Description of the Junior Subordinated
Notes--Market Disruption Events." However, an event of default under the
indenture will occur notwithstanding any Market Disruption Event if we fail to
pay all accrued and unpaid interest for a period of more than ten consecutive
years after the commencement of an Optional Deferral Period (excluding
payment dates during any Mandatory Trigger Period, as defined below).
Obligations During Mandatory
During any period when we are not in compliance with the financial
Trigger Period
tests described under "Description of Junior Subordinated Notes--
Mandatory Trigger Event" (each a "Mandatory Trigger Period"),

· unless prevented by a Market Disruption Event (as defined below), we
will be required to sell our common stock and/or Qualifying Preferred
Stock pursuant to the Alternative Payment Mechanism and use the net

proceeds of those sales to pay all accrued and unpaid interest on the junior
subordinated notes on or prior to the next interest payment date, as
described under "Alternative Payment Mechanism;" and

· we will be prohibited from paying interest on the junior subordinated

notes from any other source until all accrued and unpaid interest has been
paid pursuant to the Alternative Payment Mechanism.

Our failure to pay interest on the junior subordinated notes during a Mandatory
Trigger Period will not constitute an event of default under the indenture if a
Market Disruption Event has occurred and is continuing during the Mandatory
Trigger Period. See "Description of the Junior Subordinated Notes--Market
Disruption Events."

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A Mandatory Trigger Period will start, with respect to any interest period, on the
applicable Trigger Determination Date if a Mandatory Trigger Event has then
occurred and end on the earlier of (A) the next Trigger Determination Date on
which the Mandatory Trigger Event is no longer continuing or (B) our failure to
pay all accrued and unpaid interest on the junior subordinated notes pursuant to
the Alternative Payment Mechanism for more than seven consecutive years
during which a Mandatory Trigger Event has occurred and is continuing. The
Trigger Determination Date for any interest period will be the 30th day prior to
the interest payment date for such interest period. After the Mandatory Trigger
Period has ended, we may pay all accrued and unpaid interest on the junior
subordinated notes or defer interest

S-3
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Document Outline

sec.gov
- #1">Final Prospectus Supplement