3rd Quarter 2001Investors’ Report

Page

Earnings Press Release 1 - 3

Consolidated Income Information 4

Consolidated Balance Sheet Information 5

Consolidated Cash Flow Information 6

Operating Statistics 7

Revenue Statistics by Commodity 8

Capital Expenditures and Track Maintenance 9

BURLINGTON NORTHERN SANTA FE CORPORATIONINVESTORS' REPORT - UNAUDITED

3rd Quarter 2001

INDEX

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NEWS

Contact: Richard Russack FOR IMMEDIATE RELEASE(817) 352-6425

Burlington Northern Santa Fe ReportsThird Quarter 2001 Results

• Earnings were $0.58 per diluted share compared with third quarter 2000 earningsof $0.64 per diluted share. Third quarter 2001 includes $.05 per diluted sharerelated to a revenue contract settlement, partially offset by a $.03 per diluted sharenon-operating loss on investments.

• Freight revenues for the third quarter were $2.31 billion, even with last year.

• Free cash flow for the nine months ended September 30, 2001 was $358 million.

FORT WORTH, Texas, October 23, 2001 - - Burlington Northern Santa Fe Corporation

(BNSF) (NYSE: BNI) today reported third quarter 2001 earnings of $0.58 per diluted share,compared with third quarter 2000 earnings of $0.64 per diluted share.

“BNSF continues to focus on revenue quality, operating expense efficiencies and free

cash flow,” said Matthew K. Rose, President and Chief Executive Officer. “As we pointed outlast July, we are continuing to take steps to align our costs with the current business

environment. Part of this initiative will include a reduction of our salaried workforce byapproximately 400 positions. In addition, we continue to review our network to further improve

our efficiencies.”

Freight revenues for the 2001 third quarter were $2.31 billion, even with last year onslightly higher ton-miles compared with the same 2000 period. Freight revenues include a

$32 million settlement related to a transportation contract. Agricultural Commodities revenuesincreased $11 million, or 3 percent, to $331 million, primarily due to an increased demand for

corn, partially offset by a decline in wheat exports and domestic demand for milo and meal.

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Consumer products revenues increased $22 million, or 3 percent, to $888 million reflecting thecontract settlement and double-digit growth in truckload business, offset by decreases in

domestic intermodal shipments resulting from the current economic slowdown. Industrialproducts revenues fell $7 million or 1 percent, to $576 million because of continued production

cutbacks affecting most sectors. Coal revenues decreased $30 million, or 5 percent, to $519million, despite 3 percent higher volume as a result of increased demand for electricity, and tight

Eastern coal supplies. These volume increases were offset by lower revenue per unit on certaincontract renewals that occurred at the beginning of this year.

Operating expenses of $1.84 billion were $69 million higher than the 2000 third quarter.

Compensation and benefits expense was $40 million higher than 2000 due to higher wages,incentive compensation accruals and health and welfare costs. Fuel expense was $9 million

higher than 2000, due to a 4 cent increase in the average cost of diesel fuel. All other expenseswere $20 million higher primarily due to casualty expense and purchased services.

Operating income was $502 million for the third quarter 2001 compared with

$571 million a year ago.

Common Stock Repurchases

During the third quarter, BNSF repurchased 4.1 million shares at an average price of

$26.19 per share. This brings total repurchases under BNSF’s 120 million share-repurchaseprogram to 101.1 million shares as of September 30, 2001 at an average price of $25.71 per share

since the program was announced in July 1997.

Through The Burlington Northern and Santa Fe Railway Company, BNSF operates one

of the largest railroad networks in the United States, with 33,500 route miles covering 28 statesand two Canadian provinces.

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Consolidated financial statements follow.

Statements made in this release concerning predictions or expectations of financial oroperational performance, or concerning other future events or results, are "forward-lookingstatements" within the meaning of the federal securities laws. Forward-looking statementsinvolve a number of risks and uncertainties that could cause actual results to differ materiallyfrom that projected in those statements. Important factors that could cause such differencesinclude, but are not limited to, economic and industry conditions: material adverse changes ineconomic or industry conditions, both within the United States and globally, customer demand,effects of adverse economic conditions affecting shippers, adverse economic conditions in theindustries and geographic areas that produce and consume freight, competition andconsolidation within the transportation industry, changes in fuel prices, and changes in laborcosts and labor difficulties including stoppages; legal and regulatory factors: developments andchanges in laws and regulations and the ultimate outcome of shipper claims, environmentalinvestigations or proceedings and other types of claims and litigation; and operating factors:technical difficulties, changes in operating conditions and costs, competition and commodityconcentrations, the Company’s ability to achieve its operational and financial initiatives and tocontain costs, as well as such as severe weather, floods and earthquakes or other disruptions ofthe Company’s operating systems, structures, or equipment.

Burlington Northern Santa Fe CorporationConsolidated Income Information *(in millions, except per share data)

Three MonthsEnded September 30,

2001 2000 2001 2000

Operating revenuesFreight revenues $ 2,314 $ 2,318 $ 6,818 $ 6,797 Other revenues 29 25 89 71

Total operating revenues 2,343 2,343 6,907 6,868

Operating expenses Compensation and benefits 714 674 2,137 2,049Purchased services 275 263 811 771Depreciation and amortization 222 225 680 670Equipment rents 185 192 562 547Fuel 240 231 743 661Materials and other 205 187 625 606

Total operating expenses 1,841 1,772 5,558 5,304

Operating income 502 571 1,349 1,564 Interest expense 117 117 352 336 Other income (expense) - net (20) (36) (98) (59)

Income before income taxes 365 418 899 1,169 Income tax expense 140 159 339 444

Income before extraordinary charge 225 259 560 725 Extraordinary charge, net of tax - - (6) -

Net income $ 225 $ 259 $ 554 $ 725

Diluted earnings per share afterextraordinary charge $ 0.58 $ 0.64 $ 1.41 $ 1.72

Diluted average shares outstanding 390.2 402.5 392.0 422.2

Operating ratio 78.3% 75.4% 80.2% 77.0%

*

Ended September 30,Nine Months

Third quarter 2001 earnings include unusual items of $0.02 per diluted share comprised of a transportation contract settlement of $0.05 per diluted share, partially offset by investment losses of $0.03 per diluted share. Excluding the unusual items, third quarter earnings per share is $0.56 and the operating ratio is 79.4%. Year-to-date earnings include unusual items of $0.10 per diluted share comprised of losses related to non-rail investments, the third quarter items above and an extraordinary charge for a loss on early extinguishment of debt. Excluding the unusual items, year-to-date earnings per share is $1.51 and the operating ratio is 80.6%.

Third quarter 2000 earnings include an unusual item of $0.04 per diluted share reflecting costs for the terminated BNSF/CN merger proposal. Excluding the unusual item, third quarter earnings per share is $0.68. Year-to-date earnings include unusual items of $0.09 per diluted share comprised of reduction and redeployment of employees and the third quarter item above. Excluding the unusual items, year-to-date earnings per share is $1.81 and the operating ratio is 76.4%.

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Burlington Northern Santa Fe CorporationConsolidated Balance Sheet Information(in millions, except per share amounts)

September 30,2001 2000

AssetsCurrent assets Cash and cash equivalents $ 20 $ 11 Accounts receivable, net 298 314 Materials and supplies 207 220 Current portion of deferred income taxes 314 299 Other current assets 146 132 Total current assets 985 976

Property and equipment, net 22,888 22,369

Other assets 868 1,030

Total assets $ 24,741 $ 24,375

Liabilities and stockholders' equityCurrent liabilities Accounts payable and other current liabilities $ 1,979 $ 1,954 Long-term debt due within one year 387 232 Total current liabilities 2,366 2,186

Long-term debt and commercial paper 6,297 6,614Deferred income taxes 6,660 6,422Casualty and environmental liabilities 419 430Employee merger and separation costs 212 262Other liabilities 997 981 Total liabilities 16,951 16,895

Stockholders' equity Common stock and additional paid-in capital 5,579 5,433 Retained earnings 4,917 4,505 Treasury stock (2,689) (2,413) Unearned compensation (35) (35) Other 18 (10) Total stockholders' equity 7,790 7,480

Total liabilities and stockholders' equity $ 24,741 $ 24,375

Total debt to total capital 46.2% 47.8%

Book value per share $ 20.10 $ 19.10

Common shares outstanding 387.5 391.6

December 31,

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Burlington Northern Santa Fe CorporationConsolidated Cash Flow Information(in millions)

Three Months Nine MonthsEnded September 30, Ended September 30,

2001 2000 2001 2000Operating activities

Net income $ 225 $ 259 $ 554 $ 725 Adjustments to reconcile net income to net cashprovided by operating activities:

Depreciation and amortization 222 225 680 670 Deferred income taxes 99 97 206 218 Employee merger and separation costs paid (11) (15) (38) (47) Other - net 25 27 84 75 Changes in working capital 75 60 80 66

Net cash provided by operating activities 635 653 1,566 1,707

Investing activities and dividends paid

Capital expenditures (424) (354) (1,061) (990) Other - net 12 (51) (4) (159) Dividends paid (47) (50) (143) (158)

Free cash flow after dividends paid 176 198 358 400

Financing activities

Purchase of BNSF common stock (106) (241) (263) (1,344) Proceeds from stock options exercised 5 2 106 5 Other - net - 5 (17) 23

Net debt paid (incurred) $ 75 $ (36) $ 184 $ (916)

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Burlington Northern Santa Fe CorporationOperating Statistics

Three Months Nine MonthsEnded September 30, Ended September 30,

2001 2000 2001 2000

Cars/units (thousands) 2,088 2,113 6,090 6,113

Average revenue per car/unit (a) $ 1,093 $ 1,097 $ 1,114 $ 1,112

Revenue ton miles (millions) 125,620 127,484 373,857 368,168

Gross ton miles (millions) 226,068 225,335 669,383 655,733

RTM/GTM 0.56 0.57 0.56 0.56

Freight revenue/thousand RTM (a) $ 18.17 $ 18.18 $ 18.15 $ 18.46

Operating expense/thousand RTM (b) $ 14.66 $ 13.90 $ 14.87 $ 14.41

Freight revenue/thousand GTM (a) $ 10.09 $ 10.29 $ 10.14 $ 10.37

Operating expense/thousand GTM (b) $ 8.14 $ 7.86 $ 8.30 $ 8.09

Compensation and benefits/thousand GTM $ 3.16 $ 2.99 $ 3.19 $ 3.12

Employees (c) 39,597 40,198 39,205 39,815

Thousand RTM/average employee 3,172 3,171 9,536 9,247

Gallons of fuel used (millions) 291 293 881 871

Average price per gallon of fuel (cents) (d) 82.5 78.8 84.3 75.9

GTM/gallon of fuel 777 769 760 753

Freight train miles (millions) 37 37 109 107

GTM/freight train hours (thousands) 140 148 141 151

(a) Excludes effects of a third quarter 2001 transportation contract settlement of $32 million.(b)

(c) Represents average mid-month count for the period.(d) Includes handling, taxes and hedge effect.

Adjusted for unusual items, year-to-date 2000 (i) operating expense/thousand RTM is $14.29 and (ii) operating expense/thousand GTM is $8.02.

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Burlington Northern Santa Fe CorporationRevenue Statistics by Commodity *

Three Months Nine MonthsEnded September 30, Percent Ended September 30, Percent

Revenues (in millions) 2001 2000 Change 2001 2000 ChangeIntermodal $ 684 $ 689 (0.7) % $ 1,974 $ 1,962 0.6 %Automotive 100 107 (6.5) 325 365 (11.0) Other Consumer 72 70 2.9 208 193 7.8

Total Consumer 856 866 (1.2) 2,507 2,520 (0.5)

Industrial 576 583 (1.2) 1,732 1,764 (1.8) Coal 519 549 (5.5) 1,577 1,603 (1.6) Agricultural Products 331 320 3.4 970 910 6.6 Total freight revenue 2,282 2,318 (1.6) 6,786 6,797 (0.2) Other revenue 29 25 16.0 89 71 25.4 Total revenues $ 2,311 $ 2,343 (1.4) % $ 6,875 $ 6,868 0.1 %

Cars/units (in thousands)Intermodal 890 906 (1.8) % 2,531 2,561 (1.2) %Automotive 45 54 (16.7) 154 191 (19.4) Other Consumer 44 44 - 126 121 4.1

Total Consumer 979 1,004 (2.5) 2,811 2,873 (2.2)

Industrial 397 415 (4.3) 1,178 1,227 (4.0) Coal 531 518 2.5 1,574 1,512 4.1 Agricultural Products 181 176 2.8 527 501 5.2 Total cars/units 2,088 2,113 (1.2) % 6,090 6,113 (0.4) %

Average revenue per car/unitIntermodal $ 769 $ 760 1.2 % $ 780 $ 766 1.8 %Automotive 2,222 1,981 12.2 2,110 1,911 10.4 Other Consumer 1,636 1,591 2.8 1,651 1,595 3.5

Total Consumer 874 863 1.3 892 877 1.7

Industrial 1,451 1,405 3.3 1,470 1,438 2.2 Coal 977 1,060 (7.8) 1,002 1,060 (5.5) Agricultural Products 1,829 1,818 0.6 1,841 1,816 1.4 Average revenue per car/unit $ 1,093 $ 1,097 (0.4) % $ 1,114 $ 1,112 0.2 %

Revenue ton-miles (in millions)Intermodal 22,791 24,885 (8.4) % 66,721 69,625 (4.2) %Automotive 1,445 1,650 (12.4) 4,674 5,763 (18.9) Other Consumer 3,053 3,093 (1.3) 9,025 8,853 1.9

Total Consumer 27,289 29,628 (7.9) 80,420 84,241 (4.5)

Industrial 26,688 27,247 (2.1) 80,600 81,766 (1.4) Coal 52,637 53,530 (1.7) 156,882 152,339 3.0 Agricultural Products 19,006 17,079 11.3 55,955 49,822 12.3 Total revenue ton-miles 125,620 127,484 (1.5) % 373,857 368,168 1.5 %

Freight revenue per thousand ton-milesIntermodal $ 30.01 $ 27.69 8.4 % $ 29.59 $ 28.18 5.0 %Automotive 69.20 64.85 6.7 69.53 63.34 9.8 Other Consumer 23.58 22.63 4.2 23.05 21.80 5.7

Total Consumer 31.37 29.23 7.3 31.17 29.91 4.2

Industrial 21.58 21.40 0.8 21.49 21.57 (0.4) Coal 9.86 10.26 (3.9) 10.05 10.52 (4.5) Agricultural Products 17.42 18.74 (7.0) 17.34 18.27 (5.1) Freight revenue per thousand ton-miles $ 18.17 $ 18.18 (0.1) % $ 18.15 $ 18.46 (1.7) %

* Excludes effects of a third quarter 2001 transportation contract settlement of $32 million.

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Burlington Northern Santa Fe CorporationCapital Expenditures and Track Maintenance

Three Months Nine MonthsEnded September 30, Ended September 30,

2001 2000 2001 2000

Capital expenditures (in millions)Maintenance of way

Rail $ 71 $ 53 $ 180 $ 167 Ties 75 57 200 181 Surfacing 45 38 101 108 Other 90 72 232 199

Total maintenance of way 281 220 713 655 Mechanical 51 54 121 144 Information services 19 16 50 43 Other 31 29 58 83

Total maintenance of business 382 319 942 925

Terminal and line expansion 27 30 88 56 Other 15 5 31 9

Total capital expenditures $ 424 $ 354 $ 1,061 $ 990

Operating lease commitments $ 52 $ 62 $ 149 $ 301

Track maintenanceTrack miles of rail laid

Maintenance of business 259 194 604 566 Expansion projects 3 9 15 20

Total 262 203 619 586

Cross ties inserted (thousands) Maintenance of business 816 703 1,992 2,054 Expansion projects 10 38 50 71 Total 826 741 2,042 2,125

Track resurfaced (miles) 3,404 3,503 8,175 9,301

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