Obligation Burlington Santa Fe LLC 4.4% ( US12189LAJ08 ) en USD

Burlington Santa Fe LLC

88.23 % ⇌

Etas-Unis

US12189LAJ08 ( en USD )

4.4% par an ( paiement semestriel )

14/03/2042

Prospectus brochure de l'obligation Burlington Northern Santa Fe LLC US12189LAJ08 en USD 4.4%, échéance 14/03/2042

1 000 USD

625 000 000 USD

12189LAJ0

AA- ( Haute qualité )

A2 ( Qualité moyenne supérieure )

15/03/2026 ( Dans 91 jours )

Burlington Northern Santa Fe LLC (BNSF) est une société de chemin de fer de classe I américaine qui exploite un vaste réseau ferroviaire à travers l'ouest des États-Unis et le Canada, transportant une variété de marchandises, notamment des produits agricoles, des produits manufacturés et des produits énergétiques.

L'Obligation émise par Burlington Santa Fe LLC ( Etas-Unis ) , en USD, avec le code ISIN US12189LAJ08, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2042

L'Obligation émise par Burlington Santa Fe LLC ( Etas-Unis ) , en USD, avec le code ISIN US12189LAJ08, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Burlington Santa Fe LLC ( Etas-Unis ) , en USD, avec le code ISIN US12189LAJ08, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d307212d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Amount
Maximum
Title of each Class of
to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price
Registration Fee(1)
3.05% Debentures due 2022

$625,000,000
99.750%

$623,437,500 $ 71,445.94
4.40% Debentures due 2042

$625,000,000
99.585%

$622,406,250 $ 71,327.76
Total

$142,773.70

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-166755

Prospectus Supplement
(To Prospectus dated May 12, 2010)

$625,000,000 3.05% Debentures due 2022
$625,000,000 4.40% Debentures due 2042
The 3.05% Debentures due 2022 (the "2022 Debentures") will bear interest at the rate of 3.05% per annum and the 4.40%
Debentures due 2042 (the "2042 Debentures" and, together with the 2022 Debentures, the "Debentures") will bear interest at the rate
of 4.40% per annum.
We will pay interest on the Debentures on March 15 and September 15 of each year. The first interest payment date will be
September 15, 2012. The 2022 Debentures will mature on March 15, 2022, and the 2042 Debentures will mature on March 15, 2042.
The Debentures will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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.
Investing in the Debentures involves risks. See Item 1A, "Risk Factors", of our most recent Annual
Report on Form 10-K to read about factors you should consider before buying 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.

Price to
Underwriting
Proceeds, Before

The Public(1)

Discount

Expenses, to BNSF
Per 2022 Debenture

99.750%

0.450%

99.300%
Total

$623,437,500
$2,812,500
$ 620,625,000
Per 2042 Debenture

99.585%

0.875%

98.710%
Total

$622,406,250
$5,468,750
$ 616,937,500
(1) Plus accrued interest from March 2, 2012, if settlement occurs after that date. Interest on the Debentures must be paid by the
purchasers if the Debentures are delivered after March 2, 2012.
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 March 2, 2012.
Joint Book-Running Managers

Co-Managers

BMO Capital Markets

US Bancorp
The date of this prospectus supplement is February 28, 2012.
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We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information
or to represent anything not contained in this prospectus supplement or the accompanying prospectus, and do not take
responsibility for any unauthorized information or representations. This prospectus supplement and the accompanying
prospectus are an offer to sell only the debt securities described in this prospectus supplement and the accompanying
prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference is current only as of
the respective dates of those documents. Our business, financial condition, results of operations and prospects may have
changed since those dates.

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1

The Company
S-1

Ratio of Earnings to Fixed Charges
S-2

Use of Proceeds
S-2

Description of Debentures
S-2

Material United States Federal Income Tax Consequences
S-6

Underwriting
S-11
Validity of the Debentures
S-13
Experts
S-13
Where You May Find More Information
S-14
Prospectus

Page
Burlington Northern Santa Fe, LLC

1

Ratio of Earnings to Fixed Charges

1

Use of Proceeds

1

Description of Debt Securities

2

Plan of Distribution

12
Validity of Securities

12
Experts

13
Where You May Find More Information

13

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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.
We have not, and the underwriters have not, authorized any other person to give you any information not contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus. Accordingly, we and the underwriters do
not take responsibility for any unauthorized information or representations. 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.
THE COMPANY
Burlington Northern Santa Fe, LLC ("BNSF"), a Delaware limited liability company, is a holding company that conducts no
operating activities and owns no significant assets other than through its interests in its subsidiaries. On February 12, 2010, pursuant
to the Agreement and Plan of Merger, dated as of November 2, 2009 (the "Merger Agreement"), by and among Burlington Northern
Santa Fe Corporation, a Delaware corporation, Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), and R Acquisition
Company, LLC, a Delaware limited liability company wholly owned by Berkshire ("Merger Sub"), Burlington Northern Santa Fe
Corporation merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Berkshire. Upon
consummation of the merger, Merger Sub changed its name to "Burlington Northern Santa Fe, LLC." As used in this prospectus
supplement "BNSF" refers to Burlington Northern Santa Fe, LLC, our predecessor Burlington Northern Santa Fe Corporation and
BNSF's subsidiaries unless the context requires otherwise. BNSF is engaged primarily in freight railroad transportation through its
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 of track in 28 states and two Canadian provinces.
BNSF Railway serves major cities and ports in the western and southern United States, Canadian and Mexican traffic 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/parcel), and automotive; Coal; Industrial Products, including the
business areas of construction products, building products, petroleum products, chemicals and plastic products, and food and
beverages; and Agricultural Products.
Our principal executive offices are located at 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, telephone number
(800) 795-2673.

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

Successor

Predecessor

Year Ended
February 13 -
January 1 -

Year Ended December 31

December 31,
December 31,
February 12,

2011

2010

2010

2009
2008
2007
Earnings to Fixed Charges(1)

6.69x

6.33x

4.48x

3.91x
5.04x
4.62x
(1) For purposes of this ratio, earnings are calculated by adding fixed charges (excluding capitalized interest) 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 estimate the net proceeds from the sale of the Debentures, after deducting the underwriting discount and other expenses
payable by us, will be approximately $1,236.9 million. We intend to use the net proceeds for general corporate purposes, which may
include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness, and distributions.
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 the description in this prospectus supplement.
General
BNSF will issue the 3.05% Debentures due 2022 (the "2022 Debentures") and the 4.40% Debentures due 2042 (the "2042
Debentures" and, together with the 2022 Debentures, the "Debentures") each as a separate series of debt securities under the
Indenture dated as of December 1, 1995 (the "Base Indenture"), as supplemented by the Fifth Supplemental Indenture, dated as of
February 11, 2010, pursuant to which BNSF assumed the obligations under the Base Indenture, as supplemented, and the Tenth
Supplemental Indenture, to be dated as of March 2, 2012 (the Base Indenture, as so supplemented, the "Indenture"), between BNSF
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
successor in interest to The First National Bank of Chicago, as Trustee. The Base Indenture is filed as Exhibit 4 to BNSF's
registration statement on Form S-3 filed on February 8, 1999. The Fifth Supplemental Indenture is filed as Exhibit 4.1 to BNSF's
current report on Form 8-K filed on February 16, 2010.
BNSF is a holding company that conducts its operations through its operating subsidiaries. Accordingly, BNSF's ability to pay
principal and interest on the Debentures 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
Debentures, 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.
BNSF is an indirect, wholly owned subsidiary of Berkshire, which has control over all decisions requiring equity holder
approval, including the election of our Board of Managers. In circumstances involving a conflict of interest between Berkshire and
our creditors, Berkshire could exercise its control in a manner that would benefit Berkshire to the detriment of our creditors.

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The covenants in the Indenture will not necessarily afford the holders of the Debentures 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 Debentures 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 Debentures in book-entry form only. We do not intend to list the
Debentures on any securities exchange.
The 2022 Debentures will be issued in the aggregate principal amount of $625,000,000, will bear interest at 3.05% per annum
and will mature on March 15, 2022.
The 2042 Debentures will be issued in the aggregate principal amount of $625,000,000, will bear interest at 4.40% per annum
and will mature on March 15, 2042.
The Debentures will bear interest from March 2, 2012 or from the most recent interest payment date to which interest has been
paid or provided for. We will pay interest on the Debentures semi-annually in arrears on March 15 and September 15 of each year to
the registered holders of the Debentures 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, 2012. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
We may, without the consent of the holders of the Debentures of a series, issue additional Debentures of such series and thereby
increase the principal amount of the Debentures of such series in the future, on the same terms and conditions (except for the issue
date and price to investors) and with the same CUSIP number as the Debentures of such series offered in this prospectus supplement.
No Sinking Fund
The Debentures will not be entitled to the benefit of a sinking fund.
Optional Redemption
At any time before December 15, 2021 (the date that is three months prior to the maturity date), the 2022 Debentures will be
redeemable as a whole or in part, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the
2022 Debentures to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on
the 2022 Debentures to be redeemed (not including any portion of such interest accrued as of the redemption date) discounted to the
redemption date semi-annually (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 20 basis points, plus in either case any accrued and unpaid interest on the 2022 Debentures to be redeemed to the date of
redemption. The Independent Investment Banker (as defined below) will calculate the redemption price.
At any time on or after December 15, 2021 (the date that is three months prior to the maturity date), the 2022 Debentures will be
redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the 2022 Debentures
to be redeemed plus accrued and unpaid interest on the 2022 Debentures to be redeemed to the date of redemption.
At any time before September 15, 2041 (the date that is six months prior to the maturity date), the 2042 Debentures will be
redeemable as a whole or in part, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the
2042 Debentures to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on
the 2042 Debentures to be redeemed (not including any portion of such interest accrued as of the redemption date) discounted to the
redemption date semi-annually (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 20 basis points, plus in either case any accrued and unpaid interest on the 2042 Debentures to be redeemed to the date of
redemption. The Independent Investment Banker (as defined below) will calculate the redemption price.

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At any time on or after September 15, 2041 (the date that is six months prior to the maturity date), the 2042 Debentures will be
redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the 2042 Debentures
to be redeemed plus accrued and unpaid interest on the 2042 Debentures to be redeemed to the date of redemption.
"Treasury Rate" with respect to a series of Debentures means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for such series of Debentures, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
series of Debentures for such redemption date.
"Comparable Treasury Issue", with respect to a series of Debentures, 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 such series 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 Debentures of such series.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by BNSF.
"Comparable Treasury Price", with respect to a series of Debentures, means, with respect to any redemption date, (1) the
average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations", with respect to a series of Debentures, means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue for such series of Debentures (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker 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 J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and a Primary Treasury
Dealer (as defined below) selected by Wells Fargo Securities, LLC and their respective successors and one other nationally
recognized investment banking firm that is a primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer") specified from time to time by us; provided, however, that if any of the foregoing shall cease to be 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. The notice of redemption with respect to a redemption pursuant to the first and third paragraphs of
"Optional Redemption" need not set forth the redemption price but only the manner of calculation thereof. We will notify the trustee of
such redemption price promptly after the calculation, and the trustee shall not be responsible for such calculation.
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 with respect to a series of Debentures, unless we have exercised our right to
redeem the Debentures of such series as described above, we will be required to make an offer to each holder of Debentures of such
series to repurchase all or any part (in integral multiples of $1,000) of that holder's Debentures of such series 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 transaction that constitutes or may

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constitute the change of control, we will mail a notice to each holder of the applicable series of Debentures, 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 of such series 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 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 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 a minimum
denomination of $2,000 and integral multiples of $1,000 in excess thereof.
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.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"Below investment grade ratings event", with respect to a series of Debentures, means that on any day within the 60-day period
(which period shall be extended so long as the rating of the Debentures of such series 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
the occurrence of a change of control or the intention by BNSF to effect a change of control, the Debentures of such series are rated
below investment grade by each of the rating agencies. Notwithstanding the foregoing, a below investment grade ratings event
otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of
control (and thus shall not be deemed a below investment grade ratings event for purposes of the definition of change of control
repurchase event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do
not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable
change of control shall have occurred at the time of the ratings reduction).
"Change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than
Berkshire, its subsidiaries, or its or such subsidiaries' employee benefit plans, becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our voting stock
or other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed measured by voting power
rather than number of shares.

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"Change of control repurchase event", with respect to a series of Debentures, means the occurrence of both a change of control
and a below investment grade ratings event for such series of Debentures.
"Investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor ratings category of
Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor ratings category of S&P); and the equivalent
investment grade credit rating from any additional rating agency or rating agencies selected by us.
"Moody's" means Moody's Investors Service, Inc.
"Rating agency" means (1) each of Moody's and S&P; and (2) if either Moody's or S&P ceases to rate the Debentures of a
series or fails to make a rating of such series of the Debentures publicly available for reasons outside of our control, a "nationally
recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by us (as certified by
a written consent or resolution of our board of managers) as a replacement agency for Moody's or S&P, or both of them, as the case
may be, with respect to such series of Debentures.
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc.
"Voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock (or other equity interests) of such person that is at the time entitled to vote generally in the election of the board of
directors (or other equivalent body) of such person.
The change of control repurchase event feature of the Debentures may in certain circumstances make more difficult or
discourage a sale of BNSF and, thus, the removal of incumbent management. We could, in the future, enter into certain transactions,
including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control repurchase event under the
Debentures, but that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or
credit ratings on the Debentures.
We may not have sufficient funds to repurchase all the Debentures of a series upon a change of control repurchase event with
respect to such series.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
General
This section summarizes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the
Debentures that may be relevant to you if you are an initial holder. However, the discussion is limited in the following ways:

· The discussion only covers you if you buy your Debentures in the initial offering for cash at the price set forth on the cover

page.

· The discussion only covers you if you hold your Debentures as capital assets (that is, for investment purposes), and if you do

not have a special tax status, such as:

· certain financial institutions;

· tax-exempt organizations;

· insurance companies;

· dealers in securities;

· persons holding Debentures as part of a hedge or other integrated transaction;

· U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

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· partnerships or other entities classified as partnerships for U.S. federal income tax purposes, and the partners or members

of such entities; or

· persons subject to the alternative minimum tax.

· The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership

of Debentures.

· The discussion is based on current law. Changes in the law may change the tax treatment of the Debentures, possibly with

retroactive effect.

· The discussion does not cover state, local or foreign law, nor does it address U.S. federal tax law other than income tax law.

· The discussion does not address the tax consequences of an investment in the Debentures arising under the unearned income

Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

· We have not requested a ruling from the Internal Revenue Service (the "IRS") on the tax consequences of acquiring, owning

and disposing of the Debentures. As a result, the IRS could disagree with portions of this discussion.
If you are considering buying Debentures, we suggest that you consult your tax advisor about the tax consequences of
acquiring, holding and disposing of the Debentures in your particular situation.
Tax Consequences to U.S. Holders
This section applies to you if you are a "U.S. Holder." A "U.S. Holder" is a beneficial owner of Debentures that is for U.S.
federal income tax purposes:

· an individual U.S. citizen or resident alien;

· a corporation -- or entity treated as a corporation for U.S. federal income tax purposes -- that was created or organized

under U.S. law (federal or state, including the District of Columbia);

· an estate whose world-wide income is subject to U.S. federal income tax; or

· a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and

one or more U.S. persons has the authority to control all substantial decisions of the trust or (ii) the trust has in effect a valid
election to be treated as a U.S. person under applicable Treasury regulations.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds
Debentures, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner of a partnership holding Debentures, we suggest that you consult your tax advisor.
Interest

· If you are a cash method taxpayer (including most individual holders), you must report interest on the Debentures as ordinary

income when you receive it.

· If you are an accrual method taxpayer, you must report interest on the Debentures as ordinary income as it accrues.
Sale, Redemption, Retirement or Other Taxable Disposition of Debentures
On your sale, redemption, retirement or other taxable disposition of your Debenture:

· You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the

Debenture. Your tax basis in the Debenture is your cost, subject to certain adjustments.

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