Obligation Burlington Northern & Santa Fe 3.05% ( US12189LBF76 ) en USD

Burlington Northern & Santa Fe

100 % ▼

Etas-Unis

US12189LBF76 ( en USD )

3.05% par an ( paiement semestriel )

15/02/2021 - Obligation échue

Prospectus brochure de l'obligation Burlington Northern Santa Fe US12189LBF76 en USD 3.05%, échue

1 000 USD

575 000 000 USD

12189LBF7

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 émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189LBF76, paye un coupon de 3.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2021

L'Obligation émise par Burlington Northern & Santa Fe ( Etas-Unis ) , en USD, avec le code ISIN US12189LBF76, a été notée A3 ( 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 US12189LBF76, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

FINAL PROSPECTUS SUPPLEMENT
424B2 1 d899422d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-231290
CALCULATION OF REGISTRATION FEE

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

Registered

Per Share(1)

Offering Price

Registration Fee(1)
3.050% Debentures due February 15, 2051

$575,000,000

99.171%

$570,233,250

$74,016.28

(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. 333-231290).
Table of Contents
Prospectus Supplement
(To Prospectus dated May 8, 2019)
$575,000,000

Burlington Northern Santa Fe, LLC
3.050% Debentures due February 15, 2051

The 3.050% Debentures due February 15, 2051 (the "Debentures") will bear interest at the rate of 3.050% per annum.
Burlington Northern Santa Fe, LLC ("BNSF" or "we") will pay interest on the Debentures semi-annually in arrears on February 15 and August 15 of
each year. The first interest payment date will be August 15, 2020. The Debentures will mature on February 15, 2051. 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 and "Risk Factors" beginning on page S-2 of this prospectus supplement 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.

Proceeds,
Before
Price to
Underwriting
Expenses, to

Public(1)

Discount

BNSF

Per Debenture

99.171%

0.700%

98.471%
Total

$570,233,250
$ 4,025,000
$566,208,250

(1)
Plus accrued interest from April 13, 2020, if settlement occurs after that date. Interest on the Debentures must be paid by the purchasers if the
Debentures are delivered after April 13, 2020.
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FINAL PROSPECTUS SUPPLEMENT
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 or about April 13, 2020.

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley

Wells Fargo Securities

Barclays
BofA Securities
Citigroup
Goldman Sachs & Co. LLC
Co-Managers

PNC Capital Markets LLC

Siebert Williams Shank

US Bancorp
The date of this prospectus supplement is April 6, 2020.
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 April 13, 2020, which is the fourth business day
following the date of pricing of the Debentures (such settlement cycle being referred to as "T+4"). 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 (Conflicts of Interest)--
Other".

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
The Company
S-1
Risk Factors
S-2
Use of Proceeds
S-3
Description of Debentures
S-4
Material United States Federal Income Tax Consequences
S-10
Underwriting (Conflicts of Interest)
S-15
Validity of the Debentures
S-20
Experts
S-20
Where You May Find More Information
S-20
Prospectus

Page
Burlington Northern Santa Fe, LLC

1
Use of Proceeds

1
Description of Debt Securities

1
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Plan of Distribution

12
Validity of Securities

13
Experts

13
Where You May Find More Information

13

S-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 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, 2019. 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
Table of Contents
RISK FACTORS
Investing in the Debentures involves risks. You should carefully consider the risks described below as well as the risk factors incorporated by
reference into this prospectus supplement from our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, under the sections titled
"Risk Factors" in Part I, Item 1A, and "Management's Narrative Analysis of Results of Operations" in Part II, Item 7, and the factors discussed in other
filings we may make from time to time with the SEC.
We face risks related to the COVID-19 coronavirus and other epidemics, pandemics and outbreaks, which may adversely affect our business,
results of operations and financial condition.
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We face risks related to epidemics, pandemics, and other outbreaks, including the COVID-19 coronavirus ("COVID-19") pandemic. In recent weeks,
the continued spread of COVID-19 has reached geographic areas in which we have operations, suppliers, customers, and employees. We expect the
COVID-19 pandemic to cause an economic slowdown that could be significant and, therefore, could adversely affect the demand for our services. Any one
or more of these consequences or other unpredictable events could materially adversely affect our operating results, financial condition, or liquidity. The
COVID-19 pandemic continues to rapidly evolve, and the extent to which it may impact our business, operating results, financial condition, or liquidity
will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, travel
restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

S-2
Table of Contents
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 $565.2 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.

S-3
Table of Contents
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 3.050% Debentures due February 15, 2051 (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 Twenty-Third Supplemental Indenture, to be dated as of the closing
date (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 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 $575,000,000, will bear interest at 3.050% per annum and will mature on
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February 15, 2051.
The Debentures will bear interest from April 13, 2020 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 February 15 and August 15 of each year to the registered holders of the Debentures as
of the close of business on the immediately preceding February 1 and August 1, respectively, whether or not that day is a business day. The first interest
payment date will be August 15, 2020. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

S-4
Table of Contents
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 August 15, 2050 (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 and assuming for these purposes that the Debentures mature on August 15, 2050 (the date that is six months prior to the maturity
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 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 August 15, 2050 (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 (assuming for these purposes that the Debentures mature on August 15, 2050 (the date that is six
months prior to the maturity date)) 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.

S-5
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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
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FINAL PROSPECTUS SUPPLEMENT
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 J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and 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 transmit 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 transaction that constitutes or may constitute the change of control, we will transmit 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 transmitted. The notice shall, if transmitted 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.

S-6
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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
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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.
"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.

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"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 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.
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
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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

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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;

·

U.S. expatriates;

·

regulated investment companies or mutual funds;

·

tax-exempt organizations;

·

insurance companies;

·

broker-dealers or traders in stock, securities or currencies;

·

traders in securities that elect the mark-to-market method of accounting for their 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;

·

real estate investment trusts;

·

persons holding Debentures as part of a hedge, straddle 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.

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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.
Sale, Redemption, Retirement or Other Taxable Disposition of Debentures
On your sale, redemption, retirement or other taxable disposition of your Debenture:

·
You will generally recognize 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, in general, your cost
of the Debenture, 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
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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.

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·
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.

·
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.

·
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you may be allowed as a refund

or a credit against your U.S. federal income tax liability, provided that you timely furnish the required information with the IRS.
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
Subject to the potential application of FATCA and backup withholding, payments of principal and interest on the Debentures generally will not be
subject to U.S. withholding taxes.
However, in the case of interest, for the general 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 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.

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