Obligation Burlington Northern & Santa Fe 4.05% ( US12189LBC46 ) en USD

Burlington Northern & Santa Fe

80.807 % ▲

Etas-Unis

US12189LBC46 ( en USD )

4.05% par an ( paiement semestriel )

15/06/2048

Prospectus brochure de l'obligation Burlington Northern Santa Fe US12189LBC46 en USD 4.05%, échéance 15/06/2048

1 000 USD

750 000 000 USD

12189LBC4

AA- ( Haute qualité )

A2 ( Qualité moyenne supérieure )

15/06/2026 ( Dans 128 jours )

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

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189LBC46, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2048

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189LBC46, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189LBC46, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d534495d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-211220
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)
4.050% Debentures Due June 15, 2048

$750,000,000

99.745%

$748,087,500

$93,136.89

(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. 333-211220).
Table of Contents
Prospectus Supplement
(To Prospectus dated May 6, 2016)
$750,000,000

Burlington Northern Santa Fe, LLC
4.050% Debentures due June 15, 2048

The 4.050% Debentures due June 15, 2048 (the "Debentures") will bear interest at the rate of 4.050% per annum.
Burlington Northern Santa Fe, LLC ("BNSF" or "we") will pay interest on the Debentures semi-annually in arrears on June 15 and December
15 of each year. The first interest payment date will be June 15, 2018. The Debentures will mature on June 15, 2048. 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 Debenture

99.745%

0.875%

98.870%
Total

$748,087,500
$ 6,562,500
$
741,525,000

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Final Prospectus Supplement
(1)
Plus accrued interest from March 5, 2018, if settlement occurs after that date. Interest on the Debentures must be paid by the purchasers if the
Debentures are delivered after March 5, 2018.
The Debentures are a new issue 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 March 5, 2018.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

Goldman Sachs & Co. LLC
J.P. Morgan

Morgan Stanley

Wells Fargo Securities
The date of this prospectus supplement is February 26, 2018.
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
file 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 March 5, 2018, 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 two 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-8
Underwriting
S-13
Validity of the Debentures
S-17
Experts
S-17
Where You May Find More Information
S-18

Prospectus

Page
Burlington Northern Santa Fe, LLC

1
Ratio of Earnings to Fixed Charges

1
Use of Proceeds

1
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Final Prospectus Supplement
Description of Debt Securities

1
Plan of Distribution

12
Validity of Securities

13
Experts

13
Where You May Find More Information

13

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read this entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You
May Find More Information" in this prospectus supplement and the accompanying prospectus.
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 file 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. Burlington Northern Santa Fe Corporation was incorporated in the
State of Delaware on December 16, 1994. On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), acquired 100%
of the outstanding shares of Burlington Northern Santa Fe Corporation common stock that it did not already own. The acquisition was completed
through the merger of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation, with the surviving entity
renamed Burlington Northern Santa Fe, LLC ("BNSF"). As used in this prospectus, "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. BNSF Railway operates 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, 2017.
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 domestic intermodal (including truckload/intermodal marketing companies and expedited
truckload/less-than-truckload/parcel), international intermodal and automotive; Industrial Products, including the business areas of construction
products, petroleum products, building products, chemicals and plastics products and food and beverages; Agricultural Products; and Coal.
Our principal executive offices are located at 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, telephone number (800) 795-2673.

S-1
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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.

Year Ended
Year Ended
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
December 31,
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Final Prospectus Supplement

2017

2016

2015

2014

2013

Earnings to Fixed Charges(1)

6.06x

5.68x

6.80x

6.77x

7.22x

(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 $741.12 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 4.050% Debentures due June 15, 2048 (the "Debentures") 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 Twentieth Supplemental Indenture, to be
dated as of March 5, 2018 (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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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 Debentures will be issued in the aggregate principal amount of $750,000,000, will bear interest at 4.050% per annum and will mature on
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Final Prospectus Supplement
June 15, 2048.
The Debentures will bear interest from March 5, 2018 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 June 15 and December 15 of each year to the registered holders of
the Debentures as of the close of business on the immediately preceding June 1 and December 1, respectively, whether or not that day is a business
day. The first interest payment date will be June 15, 2018. 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
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, issue additional Debentures and thereby increase the principal amount of the
Debentures 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 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, 2047 (the date that is six months prior to the maturity date), the 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 Debentures to be redeemed or (2) the
sum of the present values of the remaining scheduled payments of principal and interest on the 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 15 basis points, plus in either case any accrued and unpaid interest on the
Debentures to be redeemed to the date of redemption. The Independent Investment Banker (as defined below) will calculate the redemption price.

S-3
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At any time on or after December 15, 2047 (the date that is six months prior to the maturity date), the 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 Debentures to be redeemed plus accrued and
unpaid interest on the Debentures to be redeemed to the date of redemption.
"Treasury Rate" 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, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Debentures 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.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by BNSF.
"Comparable Treasury Price" 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" 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 (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., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner &
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Final Prospectus Supplement
Smith Incorporated 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.
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, unless we have exercised our right to redeem the Debentures as described above, we will be
required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder's Debentures 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

S-4
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transaction that constitutes or may constitute the change of control, we will mail a notice to each holder of the 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
the Debentures 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" means that on any day within the 60-day period (which period shall be extended so long as the rating
of the Debentures 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 are rated below investment grade by each of the rating agencies. Notwithstanding the foregoing, a below investment grade
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Final Prospectus Supplement
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,

S-5
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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" means the occurrence of both a change of control and a below investment grade ratings event for the
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 or fails to make a
rating 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.
"S&P" means S&P Global Ratings, a division of S&P Global 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 of the Debentures upon a change of control repurchase event.
Replacement Capital Covenant Waiver
In 2005, we caused the issuance of 500,000 shares of 6.613% Fixed Rate/Floating Rate Trust Preferred Securities (the "trust preferred
securities") by BNSF Funding Trust I, a Delaware statutory trust formed by us (the "trust"), and issued $500,010,000 aggregate principal amount
of our 6.613% Fixed Rate/Floating Rate Junior Subordinated Notes due December 15, 2055 (the "junior subordinated notes") to the trust. In
connection with these issuances, we entered into a Replacement Capital Covenant (the "Replacement Capital Covenant"), dated as of
December 15, 2005, by BNSF in favor of and for the benefit of each Covered Debtholder (as defined therein). Pursuant to the Replacement Capital
Covenant, we covenanted for the benefit of persons that buy, hold or sell the Covered Debt (as defined therein) that we will not redeem or
repurchase, and we will cause the trust not to redeem or repurchase, junior subordinated notes or trust preferred securities on or before
December 15, 2040 except, with certain limited exceptions, to the extent that during the 180 days prior to the date of that redemption or repurchase
we have received a specified amount of proceeds from the sale of Replacement Capital Securities (as defined therein), which are specified
securities with equity-like characteristics that are the same as, or more equity-like than, the applicable characteristics of the junior subordinated
notes. The Replacement Capital Covenant may be terminated if the holders of at least 51% by principal amount of the then-existing Covered Debt
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agree to terminate the Replacement Capital Covenant, or if we no longer have outstanding any indebtedness that qualifies as Covered Debt, and
will be terminated on December 15, 2040 if not so terminated earlier.

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During the period commencing on the earlier of (x) the date two years and 30 days prior to the final maturity date for the then-effective
Covered Debt and (y) the date on which we give notice of redemption of the then-effective Covered Debt if such redemption is in whole or in part
and, after giving effect to such redemption, the outstanding principal amount of such Covered Debt would be less than $100,000,000, or, if earlier
than the date specified in clauses (x) and (y) of this sentence, on the date on which we or our subsidiary repurchases the then-effective Covered
Debt in whole or in part and, after giving effect to such repurchase, the outstanding principal amount of such Covered Debt would be less than
$100,000,000, we are required to identify the series of our eligible debt that will become the Covered Debt (which would be the series of our
eligible debt with the latest occurring final maturity date) on the related redesignation date in accordance with the Replacement Capital Covenant.
The Debentures would qualify as Covered Debt if we designated them as such. If we designate the Debentures as the Covered Debt, we expect that
we would thereafter terminate the Replacement Capital Covenant in accordance with the terms of the Debentures as described below. In light of
our ownership by Berkshire, we do not expect to issue additional equity securities. Terminating the Replacement Capital Covenant would provide
us with additional flexibility to repay or refinance the trust preferred securities or the junior subordinated notes.
The Indenture will provide that each holder by its acceptance of a Debenture shall be deemed to have consented to the elimination of the
Replacement Capital Covenant and all obligations of BNSF pursuant to the Replacement Capital Covenant. This consent shall be deemed to have
been made on the date of issuance of the Debentures and on each day that the Debentures remain outstanding, although the elimination of the
Replacement Capital Covenant will become operative only if the Debentures are designated to be the Covered Debt for purposes of the
Replacement Capital Covenant. The trustee is authorized to take any action requested by BNSF to evidence such consent without further notice to
or approval of the holders of the Debentures.
By purchasing Debentures, an investor shall be deemed to have waived, for itself and any and all successors and assigns, all rights with
respect to, and to have irrevocably authorized us to terminate, the Replacement Capital Covenant upon such Debentures becoming the Covered
Debt as described above.

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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.

· 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;

·
accrual method taxpayers who are required to recognize income for U.S. federal income tax purposes no later than when such

income is taken into account in applicable financial statements;

·
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

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· 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 (1) the sum of 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
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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.

· 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 24% of all amounts payable to
you on the Debentures (including principal payments, interest 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.

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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 or fixed base).

· 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.

· 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 or fixed

base 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.

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