Obligation Burlington Northern & Santa Fe 3.65% ( US12189LAY74 ) en USD

Burlington Northern & Santa Fe

100 % ▲

Etas-Unis

US12189LAY74 ( en USD )

3.65% par an ( paiement semestriel )

01/09/2025 - Obligation échue

Prospectus brochure de l'obligation Burlington Northern Santa Fe US12189LAY74 en USD 3.65%, échue

1 000 USD

350 000 000 USD

12189LAY7

AA- ( Haute qualité )

A3 ( Qualité moyenne supérieure )

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 américaine Burlington Northern Santa Fe (US12189LAY74, CUSIP 12189LAY7) d'une valeur nominale de 350 000 000 USD, cotée actuellement à 100 %, offre un taux d'intérêt de 3,65 % payable semestriellement jusqu'à son échéance le 01/09/2025, avec une taille minimale d'achat de 1 000 USD et des notations S&P AA- et Moody's A3.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188502
CALCULATION OF REGISTRATION FEE

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)
3.650% Debentures Due 2025

$350,000,000

99.782%

$349,237,000

$40,581.34
4.700% Debentures Due 2045

$650,000,000

99.425%

$646,262,500

$75,095.70
Total

$115,677.04

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. This "Calculation of Registration Fee" table shall be deemed to
update the "Calculation of Registration Fee" table in our Registration Statement on Form S-3 (File No. 333-188502).
Table of Contents
Prospectus Supplement
(To Prospectus dated May 10, 2013)
$1,000,000,000

Burlington Northern Santa Fe, LLC
$350,000,000 3.650% Debentures due 2025
$650,000,000 4.700% Debentures due 2045
The 3.650% Debentures due 2025 (the "2025 Debentures") will bear interest at the rate of 3.650% per annum and the 4.700% Debentures
due 2045 (the "2045 Debentures" and, together with the 2025 Debentures, the "Debentures") will bear interest at the rate of 4.700% per annum.
Burlington Northern Santa Fe, LLC ("BNSF" or "we") will pay interest on the Debentures semi-annually in arrears on March 1 and
September 1 of each year. The first interest payment date will be March 1, 2016. The 2025 Debentures will mature on September 1, 2025, and the
2045 Debentures will mature on September 1, 2045. 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 or from time to time at the applicable redemption prices
described in this prospectus supplement under the caption "Description of Debentures--Optional Redemption". 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 U.S. 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

Public(1)

Discount

Expenses, to BNSF
Per 2025 Debenture

99.782%

0.450%

99.332%
Total

$349,237,000
$1,575,000
$ 347,662,000
Per 2045 Debenture

99.425%

0.875%

98.550%
Total

$646,262,500
$5,687,500
$ 640,575,000
(1) Plus accrued interest from August 20, 2015, if settlement occurs after that date. Interest on the Debentures must be paid by the purchasers if the
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Debentures are delivered after August 20, 2015.
The Debentures are new issues of securities with no established trading market. We do not intend to list the Debentures on any securities
exchange.
The underwriters expect to deliver the Debentures in book-entry form only, through the facilities of The Depository Trust Company against
payment on August 20, 2015.
Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
Morgan Stanley

Co-Managers

BNY Mellon Capital Markets, LLC
US Bancorp
The Williams Capital Group, L.P.

The date of this prospectus supplement is August 13, 2015.
Table of Contents
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, the accompanying prospectus or any related free writing prospectus we
filed with the U.S. Securities and Exchange Commission (the "SEC"), 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, any related free writing 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.
It is expected that the delivery of the Debentures will be made against payment therefor on or about August 20, 2015, which is the fifth
business day following the date of pricing of the Debentures (such settlement cycle being referred to as "T+5"). You should note that trading of the
Debentures on the date of this prospectus supplement or the next three succeeding business days may be affected by the settlement. See
"Underwriting--Other".

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

2
Use of Proceeds

3
Description of Debt Securities

4
Plan of Distribution

15
Validity of Securities

16
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Experts

16
Where You May Find More Information

17

i
Table of Contents
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, the accompanying prospectus or any related free writing prospectus we filed with the SEC. 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, any related free writing prospectus and the documents incorporated herein
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, 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, its 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 32,500 route miles of track (excluding multiple main tracks, yard tracks and sidings) in 28 states
and also operates in three Canadian provinces as of December 31, 2014. 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 (including truckload/intermodal marketing
companies and expedited truckload/less-than-truckload/parcel) and automotive; Industrial Products, including the business areas of construction
products, building products, petroleum products, chemicals and plastic 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.

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Table of Contents
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

Six

Six

Months
Months
February 13 -
Ended
Ended
Year Ended
Year Ended
Year Ended
Year Ended
December
January 1 -
June 30,
June 30,
December 31,
December 31,
December 31,
December 31,
31,
February 12,

2015
2014
2014

2013

2012

2011

2010

2010

Earnings
to Fixed
Charges(1)

6.65x

6.14x

6.77x

7.22x

7.33x

6.69x

6.33x

4.48x

(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
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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 $988.347 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 3.650% Debentures due 2025 (the "2025 Debentures") and the 4.700% Debentures due 2045 (the "2045 Debentures"
and, together with the 2025 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 Seventeenth Supplemental Indenture, to be dated as of August 20,
2015 (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.

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Table of Contents
BNSF is an indirect, wholly owned subsidiary of Berkshire, which has control over all decisions requiring equity holder approval, including
the election of BNSF's Board of Managers. In circumstances involving a conflict of interest between Berkshire and BNSF's creditors, Berkshire
could exercise its control in a manner that would benefit Berkshire to the detriment of BNSF's creditors.
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 2025 Debentures will be issued in the aggregate principal amount of $350,000,000, will bear interest at 3.650% per annum and will
mature on September 1, 2025.
The 2045 Debentures will be issued in the aggregate principal amount of $650,000,000, will bear interest at 4.700% per annum and will
mature on September 1, 2045.
The Debentures will bear interest from August 20, 2015 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 1 and September 1 of each year to the registered holders of
the Debentures as of the close of business on the immediately preceding February 15 and August 15, respectively, whether or not that day is a
business day. The first interest payment date will be March 1, 2016. Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
If any date on which interest is payable on the Debentures is not a business day, then payment of the interest payable on such date will be
made on the next succeeding business day (and without any interest or other payment in respect of such delay) with the same force and effect as if
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made on such interest payment date. For purposes of this prospectus supplement, a "business day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, The City of New York, are authorized or
obligated by law or executive order to close.
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, price to public and, if
applicable, initial interest accrual date and the initial interest payment date) 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 June 1, 2025 (the date that is three months prior to the maturity date), the 2025 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 2025 Debentures to be redeemed or
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2025 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 25 basis points, plus in either case any accrued and unpaid
interest on the 2025 Debentures to be redeemed to the date of redemption. The Independent Investment Banker (as defined below) will calculate
the redemption price.

S-3
Table of Contents
At any time on or after June 1, 2025 (the date that is three months prior to the maturity date), the 2025 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 2025 Debentures to be redeemed plus accrued
and unpaid interest on the 2025 Debentures to be redeemed to the date of redemption.
At any time before March 1, 2045 (the date that is six months prior to the maturity date), the 2045 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 2045 Debentures to be redeemed or
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2045 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 30 basis points, plus in either case any accrued and unpaid
interest on the 2045 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 March 1, 2045 (the date that is six months prior to the maturity date), the 2045 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 2045 Debentures to be redeemed plus accrued
and unpaid interest on the 2045 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 such 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
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Stanley & Co. 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 10 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.

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Table of Contents
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 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 transmit 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

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Table of Contents
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.
"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 covers you only if you buy your Debentures in the initial offering for cash at the price set forth on the cover page.

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· The discussion covers you only 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 or arrangements 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.

· 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 worldwide 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.

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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 (1) the amount of cash and the fair market value of any property

received by you and (2) your tax basis in the Debenture. Your tax basis in the Debenture is your cost, subject to certain adjustments.

· Your gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if you held the Debenture for more than

one year. Your ability to deduct capital losses may be limited.

· If you dispose of the Debenture between interest payment dates, a portion of the amount you receive will reflect interest that has accrued

on the Debenture but has not yet been paid by the date of the disposition. That amount will be treated as ordinary interest income (as
described above under "--Interest") and not as proceeds from the disposition.
Information Reporting and Backup Withholding
Under the tax rules concerning information reporting to the IRS:

· Assuming you hold your Debentures through a broker or other securities intermediary, the intermediary must provide information to the IRS

and to you on IRS Form 1099 concerning interest and proceeds from the disposition of the Debentures, unless an exemption applies.
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· Similarly, unless an exemption applies, you must provide the intermediary with your Taxpayer Identification Number for its use in reporting

information to the IRS. If you are an individual, this is your social security number. You are also required to comply with other IRS
requirements concerning information reporting.

· If you are subject to these requirements but do not comply, the intermediary must withhold at a rate of 28% of all amounts payable to you on
the Debentures (including principal payments and proceeds from a disposition). This is called "backup withholding." In addition, you may in

certain circumstances be subject to penalties imposed by the IRS. If the intermediary withholds on payments, you may use the withheld
amount as a credit against your U.S. federal income tax liability, provided that you timely furnish certain required information to the IRS.

· All individuals are subject to these requirements. Some holders, including all corporations, tax-exempt organizations and individual

retirement accounts, are generally exempt from these requirements.
Tax Consequences to Non-U.S. Holders
This section applies to you if you are a "Non-U.S. Holder." A "Non-U.S. Holder" is a beneficial owner of a Debenture (other than a
partnership) that is not a U.S. Holder.
Withholding Taxes
Generally, payments of principal and interest on the Debentures will not be subject to U.S. withholding taxes.
However, in the case of interest, for the exemption from U.S. withholding taxes to apply to you, you must meet one of the following
requirements:

· You provide, under penalties of perjury, a completed and accurate IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or
successor form), to the bank, broker or other intermediary through which you hold your Debentures. The IRS Form W-8BEN or IRS Form

W-8BEN-E, as applicable, must contain your name, address, a statement that you are the beneficial owner of the Debentures and that you
are not a U.S. person, and that the payments are not effectively connected with the conduct of your trade or business in the United States
(or, where a tax treaty applies, are not attributable to a U.S. permanent establishment).

· You hold your Debentures directly through a "qualified intermediary", and the qualified intermediary has sufficient information in its files

indicating that you are not a U.S. person. A qualified intermediary is a bank, broker or other intermediary that (1) is either a U.S. or
non-U.S. entity, (2) is acting out of a

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non-U.S. branch or office and (3) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax

withholding rules under specified procedures.

· You are entitled to an exemption from withholding tax on interest under a tax treaty between the United States and your country of
residence. To claim this exemption, you generally must complete IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and claim

this exemption on the form. In some cases, you may instead be permitted to provide documentary evidence of your claim to the
intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

· The interest income on the Debentures is effectively connected with the conduct of your trade or business in the United States, is not
exempt from U.S. tax under a tax treaty, and if required by the applicable treaty, is attributable to a permanent establishment you maintain

in the United States. To claim this exemption, you must complete IRS Form W-8ECI. In this case, the interest income will generally be
subject to U.S. federal income tax as described below under "--U.S. Trade or Business."
Even if you meet one of the above requirements, interest paid to you will be subject to U.S. withholding tax at a rate of 30% under any of the
following circumstances:

· The withholding agent or an intermediary knows or has reason to know that you are not entitled to an exemption from withholding tax.

Specific rules apply for this test.

· The IRS notifies the withholding agent that information that you or an intermediary provided concerning your status is false.

· An intermediary through which you hold the Debentures fails to comply with the procedures necessary to avoid withholding taxes on the
Debentures. In particular, an intermediary is generally required to forward a copy of your IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable (or other documentary information concerning your status), to the withholding agent for the Debentures. However, if you

hold your Debentures through a qualified intermediary -- or if there is a qualified intermediary in the chain of title between yourself and
the withholding agent for the Debentures -- the qualified intermediary is not generally required to forward this information to the
withholding agent in order to avoid withholding taxes on payments of interest on the Debentures.

· You own, actually or constructively, 10% or more of the total combined voting power of all equity interests of BNSF or our ultimate
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parent Berkshire, are a "controlled foreign corporation" related directly or indirectly to BNSF through equity ownership, or are a bank
receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your business. In

these cases, you will be exempt from withholding taxes only if (1) you are eligible for a treaty exemption or if the interest income is
effectively connected with the conduct of your trade or business in the United States, and (2) you provide us (or, if you hold your
Debentures through a qualified intermediary, such qualified intermediary) with a properly executed IRS Form W-8BEN, W-8BEN-E or
W-8ECI, as discussed above.
Interest payments made to you will generally be reported to the IRS and to you on IRS Form 1042-S. However, this reporting does not apply
to you if you hold your Debentures directly through a qualified intermediary and the applicable procedures are complied with.
The rules regarding withholding are complex and vary depending on your individual situation. We suggest that you consult with your tax
advisor regarding the specific methods for satisfying these requirements.
Sale, Redemption, Retirement or Other Taxable Disposition of Debentures
If you sell, redeem, retire or otherwise dispose of a Debenture in a taxable disposition, you will not be subject to U.S. federal income or
withholding tax on any gain unless one of the following applies:

· The gain is effectively connected with a trade or business that you conduct in the United States (and, where a tax treaty applies, is

attributable to a U.S. permanent establishment);

· You are an individual, you are present in the United States for at least 183 days during the taxable year in which you dispose of the

Debenture, and certain other conditions are satisfied; or

· The gain represents accrued interest, in which case the rules for interest (described above under "--Withholding Taxes") would apply.

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U.S. Trade or Business
If you hold your Debenture in connection with a trade or business that you are conducting in the United States (and, where a tax treaty
applies, interest and gain on the Debenture is attributable to a U.S. permanent establishment):

· Any interest on the Debenture, and any gain from disposing of the Debenture, generally will be subject to income tax as if you were a U.S.

person.

· If you are a corporation, you may be subject to the "branch profits tax" on your earnings that are connected with your U.S. trade or

business, including earnings from the Debenture. This tax rate is 30%, but may be reduced or eliminated by an applicable income tax
treaty.
Information Reporting and Backup Withholding
U.S. rules concerning information reporting and backup withholding are described above. These rules apply to Non-U.S. Holders as follows:

· Principal and interest payments you receive will be automatically exempt from the usual rules if you are a Non-U.S. Holder exempt from
withholding tax on interest, as described above. The exemption does not apply if the withholding agent or an intermediary knows or has

reason to know that you should be subject to the usual information reporting or backup withholding rules. In addition, as described above,
interest payments made to you may be reported to the IRS on IRS Form 1042-S.

· Proceeds you receive on a disposition of your Debentures through a broker may be subject to information reporting and/or backup
withholding if you are not eligible for an exemption. In particular, information reporting and backup reporting may apply if you use the
U.S. office of a broker, and information reporting (but not backup withholding) may apply if you use the foreign office of a broker that has

certain connections to the United States. In general, you may file IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, to claim an
exemption from information reporting and backup withholding. We suggest that you consult your tax advisor concerning information
reporting and backup withholding on a disposition.
Medicare Tax
Certain persons who are individuals (other than nonresident aliens), estates or trusts are required to pay an additional 3.8% tax on the lesser of
(a) their "net investment income" (in the case of individuals) or "undistributed net investment income" (in the case of estates and trusts) (which
includes interest income from, and gain recognized on the disposition of, the Debentures) for the relevant taxable year and (b) the excess of their
modified adjusted gross income (in the case of individuals) or adjusted gross income (in the case of estates and trusts) for the taxable year over
specified dollar amounts. We suggest that you consult your tax advisor regarding the applicability of this provision to your holding of the
Debentures.
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