#1BNSF 6112 6112 Burlington Northern Santa Fe, LLC 2017 FIXED-INCOME INVESTOR CALL BNSF May 9, 2017 This presentation is intended to provide information to certain investors in Burlington Northern Santa Fe, LLC and BNSF Railway Company debt securities. The information presented may not be distributed to third parties or quoted in analyses prepared based on this presentation. 6112 BNSF#2Agenda • • Financial Results Spotlight Topic Financial Management BNSF 2#3Cautionary Statement Regarding Forward- Looking Statements and Information BNSF Statements made in this presentation relating to the Company's future economic performance or business outlook, projections or expectations of financial or operational results, or statements that refer to matters that are not historical facts, are "forward-looking statements" within the meaning of the federal securities laws. Similarly, statements that describe the Company's objectives, expectations, plans or goals are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, and actual performance or results may differ materially. For a discussion of material risks and uncertainties that the Company faces, see the discussion in Part I, Item 1A, of the Company's Form 10-K. Important factors that could cause actual results to differ materially include, but are not limited to, the following: • Economic and industry conditions: material adverse changes in economic or industry conditions, both in the United States and globally; volatility in the capital or credit markets including changes affecting the timely availability and cost of capital; changes in customer demand; effects of adverse economic conditions affecting shippers or BNSF's supplier base; effects due to more stringent regulatory policies such as the regulation of greenhouse gas emissions that could reduce the demand for coal or governmental tariffs or subsidies that could affect the demand for grain; the impact of low natural gas or oil prices on energy-related commodities demand; changes in environmental laws and other laws and regulations that could affect the demand for drilling products and products produced by drilling; changes in prices of fuel and other key materials, the impact of high barriers to entry for prospective new suppliers and disruptions in supply chains for these materials; competition and consolidation within the transportation industry; and changes in crew availability, labor and benefits costs and labor difficulties, including stoppages affecting either BNSF's operations or customers' abilities to deliver goods to BNSF for shipment; • Legal, legislative and regulatory factors: developments and changes in laws and regulations, including those affecting train operations, the marketing of services or regulatory restrictions on equipment; the ultimate outcome of shipper and rate claims subject to adjudication; claims, investigations or litigation alleging violations of the antitrust laws; increased economic regulation of the rail industry through legislative action and revised rules and standards applied by the U.S. Surface Transportation Board in various areas including rates and services; developments in environmental investigations or proceedings with respect to rail operations or current or past ownership or control of real property or properties owned by others impacted by BNSF operations; losses resulting from claims and litigation relating to personal injuries, asbestos and other occupational diseases; the release of hazardous materials, environmental contamination and damage to property; regulation, restrictions or caps, or other controls on transportation of energy-related commodities or other operating restrictions that could affect operations or increase costs; the availability of adequate insurance to cover the risks associated with operations; and changes in tax rates and tax laws; and • Operating factors: changes in operating conditions and costs; operational and other difficulties in implementing positive train control technology, including increased compliance or operational costs or penalties; restrictions on development and expansion plans due to environmental concerns; disruptions to BNSF's technology network including computer systems and software, such as cybersecurity intrusions, misappropriation of assets or sensitive information, corruption of data or operational disruptions; network congestion, including effects of greater than anticipated demand for transportation services and equipment; as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of BNSF Railway's or other railroads' operating systems, structures, or equipment including the effects of acts of terrorism on the Company's system or other railroads' systems or other links in the transportation chain. We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. 3#4First Quarter Results BNSF JULIE PIGGOTT Executive Vice President & Chief Financial Officer 4#5First Quarter 2017 Highlights Three Months Ended 3/31/17 Three Months Ended 3/31/16 % CHG Freight Revenue $ 4,972 $ 4,549 9% Other Revenue 213 218 -2% Total Revenue 5,185 4,767 9% Operating Expenses (3,591) (3,262) 10% Operating Income 1,594 1,505 6% Interest / Other / Taxes (756) (721) 5% Net Income $838 $784 7% Units (in thousands) 2,480 2,330 6% Average Freight RPU $2,005 $1,952 3% BNSF $ in Millions LO 5#6First Quarter 2017 Results FREIGHT REVENUES Coal +$181M (+23%) Consumer Products +$136M (+9%) $1,680 34% $960 19% TOTAL FREIGHT REVENUES CHANGE FROM 2016 $1,108 22% Ag Products +$60M (+6%) TOTAL UNITS Coal +74K (+18%) 475 19% 280 11% $1,224 25% 1,299 53% Industrial Products +$46M (+4%) Consumer Products +69K (+6%) $4,972M +$423M (+9%) BNSF $ in Millions Units in Thousands % Change vs. 2016 Ag Products +5K (+2%) 426 Industrial Products 17% +2K (+0%) TOTAL UNITS CHANGE FROM 2016 2,480K +150K (+6%) 6#7Consumer Products BNSF YTD Volume Highlights (through March 31, 2017) Consumer Products volumes increased due to higher domestic intermodal, international intermodal, and automotive volumes. The increases were primarily due to higher market share, improving economic conditions, and normalizing of retail inventories. 7#8Industrial Products YTD Volume Highlights (through March 31, 2017) Industrial Products volumes were up slightly. Increases in minerals and other commodities that support domestic drilling activity were mostly offset by lower petroleum products volume due to pipeline displacement of U.S. crude traffic and lower plastics volume. 8201 8201 AVSE VPT BNSF 8#9Agricultural Products BNSIF 469382 BNSF BNSF 465449. BNSF YTD Volume Highlights (through March 31, 2017) Agricultural Products unit volumes increased primarily due to higher grain exports, partially offset by lower domestic grain. 9#10Coal 6056 6056 BWS INSE 3000 BNSF YTD Volume Highlights (through March 31, 2017) Coal volumes increased due to mild winter weather in the first quarter of 2016 and higher natural gas prices in the first quarter of 2017, which led to increased utility coal usage, partially offset by the effects of retirements of coal generating facilities. 10#11BNSF Railway Update BNSF CARL ICE President & Chief Executive Officer 11#12The BNSF Network Seattle 32,500 Route Miles 28 States Portland 3 Canadian Provinces T"T 25 Intermodal Facilities 40+ Vancouver Oakland Stockton Winnipeg Havre Spokane Minot Fargo Billings Gillette Superior Minneapolis St. Paul Sioux Falls Alliance Chicago Galesburg Salt Lake City Lincoln Denver Topeka Kansas City Springfield St. Louis BNSF Ports Memphis Winslow Atlanta Los Angeles Long Beach San Bernardino Albuquerque Oklahoma City Amarillo Belen Birmingham Phoenix San Diego Fort Worth El Paso ~8,000 41,000 Locomotives Employees* *BNSF Railway employees as of December 31, 2016. BNSF Lines UP/SP Trackage Rights Haulage Agreement Handling Carrier New Orleans Houston 12#13BNSF's Vision Our vision is to realize the tremendous potential of BNSF Railway by providing transportation services that consistently meet our customers' expectations. BNSF 13#14BNSF - A Culture Focused on Safety EMPLOYEE OPERATIONAL 7597 BNS COMMUNITY SAFETY VISION TO OPERATE FREE OF ACCIDENTS AND INJURIES BNSF 14#15BNSF Safety Results BNSF Employee Reportable Personal Injury Incidents Per 200,000 Employee Hours BNSF Train Incidents Have Declined BNSF has approximately 180 million train miles per year Incidents per million train-miles 1.30 1.11 1.08 0.99 0.95 0.98 2011 2012 2013 2014 2015 2016 Source: Federal Railroad Administration Data " " 3.5 3 2.5 2 3.31 -40% 2007-2016 1.5 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1.97 15#16Injury Rates by Industry 2016 Injury Rate Per 200,000 Employee Hours 0.98 BNSF 1.8 RAIL TRANSPORTATION 2.6 MINING (EXCEPT OIL & GAS) 2.8 HEAVY & CIVIL ENGINEERING CONSTRUCTION 4.3 TRUCK TRANSPORTATION 4.6 TRANSPORTATION EQUIPMENT MANUFACTURING 5.1 PRIMARY METAL MANUFACTURING 6.2 AIR TRANSPORTATION Injury rates for BNSF and the rail industry are quoted based on Federal Railroad Administration 2016 year-end data. All other data is from the year 2015 from the Bureau of Labor Statistics. ABORTEX ER 217 BNSF 16#17Value in Freight Rail Transportation HIGHWAY GRIDLOCK REDUCTION 100 00 A doublestack intermodal train removes +280 long-haul freight trucks from the highway WORKHORSE OF THE ECONOMY In the U.S., railroads account for approximately 40% of all freight (more than any other transportation mode) COST EFFICIENCY In general, shippers pay less for shipping per ton mile via rail than other forms of surface transportation $ - Source: Association of American Railroads (AAR) BNSF - SUSTAINABILITY Moving freight by rail instead of trucks reduces greenhouse gas emissions by an estimated 75% 17#18Pounds of CO₂ / 1,000 RTMs* Environmental Stewardship Reducing Our Emissions Over the last decade, BNSF has upgraded about 40 percent of our locomotive fleet to more energy-efficient technologies, helping us make great strides in increasing fuel efficiency and decreasing CO2 and particulate emissions. We have also improved fuel efficiency through changes in operations and maintenance practices. CO, Emissions from Train Operations 2 GTMs*/ gallon of diesel Fuel Efficiency 778 791 830 821 811 848 847 834 833 833 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 *Gross ton miles (GTMs) are the weight of the train (minus the locomotive) multiplied by the miles traveled. 49.89 48.46 47.05 45.94 46.13 46.45 46.19 46.28 45.60 45.50 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 *Revenue ton mile (RTM) is the weight of our customers' freight multiplied by the miles traveled. PM* emissions (grams / RTM) Diesel Particulate Emissions 13.4 12.5 11.4 10.8 10.5 9.6 9.2 8.3 7.4 7.0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 *Particulate Matter (PM) is a mixture of solid particles and liquid droplets found in the air. BNSF Recycling Materials Major recycling efforts further reduce BNSF's environmental impact. In 2016, BNSF recycled approximately: 1.1M 1.4M railroad ties pounds of batteries 4.3M gallons of lube oil 18#19Diversified Business Mix 22% 9% 2006 16% Ag Products 973 Industrial Products 1,686 Consumer Products Domestic & Auto 2,325 Consumer Products International 3,195 30% Coal 2,458 23% 11% 2016 18% Ag Products 1,110 Industrial Products 1,727 Consumer Products Domestic & Auto 30% 2,896 Consumer Products International 2,222 BNSF Units in Thousands Coal 1,803 18% 23% 19#20Business Units Agricultural Products Strong Franchise Increasing US Yields High global grain supplies and strong U.S. dollar are continuing headwinds Consumer Products • Strong long-term opportunity for highway- to-rail conversion New Service Products • Ocean carrier fundamentals BNSF BVSE 415443 LY BNS BAILWE Coal • Long-term challenges . Regulatory uncertainty •Impact of weather, renewables and natural gas Industrial Products Petrochemical Expansion Development of unit train origins and destinations • Low oil prices & modal shift to pipeline impacting petroleum products BN SF 651 478 BNSF 20#21New & Enhanced Services Drive Growth Seattle North Line Intermodal Service Portland Chicago Stockton PNW to/from TX Joint Service with KCS to/from Mexico Los Angeles San Bernardino Robstown (Interchange) Laredo Monterrey BNSF Network San Luis Potosí Toluca Dallas/Fort Worth (Alliance) BNSF 21#22Velocity Performance BNSF 2016 performance improved 4% over 2015 as we continued to focus on key velocity drivers and ways to improve performance Miles Per Day 228 226 224 222 220 +4% • . . • . KEY DRIVERS OF PERFORMANCE Focus on "Safe Production" Collaborating with customers on efficient new facility design and expansion Asset utilization focus (crew, loco, car) • Long pool crew agreements • Unit train conversion Preventative maintenance programs / asset health monitoring Efficient use of increases in capacity 240 230 Annual System Velocity Comparison 218 216 214 212 2015 2016 2010 2011 2012 2013 2014 2015 2016 ווווו 22#23Enhancing Capacity Capital Investment 2013-2016 000 1,454 miles of CTC added 218 miles of double-track added 35 extended sidings added 22 new sidings added BNSF 23#24Capital Investments Capital in $ Billions $2.7 2010 CAPITAL COMMITMENTS VS. UNITS $4.0 $3.6 $3.6 2011 Replacement Capital 2012 Expansion 2013 PTC $5.8 $5.5 2014 Locomotive 2015 Equipment $3.9 $3.4 2016 Units 2017P BNSF 24 24#25Expenses and Financial Management PAUL BISCHLER Vice President Finance and Treasurer BNSF 25#26BNSF First Quarter Operating Expenses THREE MONTHS ENDED 3/31/17 Materials & Other $1,283 -$5M (-2%) 36% $308 9% Equipment Rents $196 +$8M (+4%) 5% $573 16% $626 Depreciation & 17% Amortization +$53M (+10%) TOTAL OPERATING EXPENSES CHANGE FROM 2016 Purchased Services $ in Millions % Change vs. 2016 Compensation & Benefits +$75M (+6%) BNSF Operating expenses for the three months ended March 31, 2017 were $3,591 million, an increase of $329 million, or 10%, compared to three months ended March 31, 2016. A significant portion of this increase is due to the following changes in underlying trends in expenses: • Compensation and benefits increased primarily due to higher health and welfare costs, wage inflation, and increased volumes partially offset by productivity improvements. Fuel increased due to significantly higher average fuel prices and increased volumes, partially offset by improved efficiency. Depreciation expense increased due to a larger depreciable asset base. $605 17% Fuel +$210M (+53%) • -$12M (-2%) $3,591M +$329M (+10%) 26#272017 Capital Investments 13% 12% 3% 72% Core Network and Related Assets I Locomotive, Freight Car, and Other Equip Expansion and Efficiency PTC 2017 Capital Commitment $3.4B Core Network & Loco, Freight Car, Related Assets & Other Equip Expansion & Efficiency Positive Train Control BNSF 27#28Financial Management Shareholder Returns • · Flexible - No target/minimum requirement Excess cash - defined as cash after: • Maintenance capital • Expansion capital • Liquidity Target Leverage Ranges¹ ● Adjusted Debt to EBITDAR less Maintenance Capital - 3 to 4x EBITDAR less Maintenance Capital Interest Coverage – 5 to 6x 1. Metrics are non-GAAP. Please refer to the Appendix of this presentation for a Non-GAAP Reconciliation of the "Adjusted Debt to EBITDAR less Maintenance Capital" and "EBITDAR less Maintenance Capital Interest Coverage" pursuant to SEC Regulation G. - BNSF 28#29Cash Flow Summary Twelve Months Ended 3/31/17 2016 2015 Cash From Operations 7,177 6,925 Investment/CapEx (3,710) (3,981) 7,175 (5,827) Free Cash Flow 1 3,467 2,944 1,348 Shareholder Returns (2,375) (2,500) (4,000) Net Borrowings 1,899 458 2,629 Other (31) (13) (32) Change in cash 2,960 889 (55) Cash Balance 4,566 3,218 2,329 Credit Metrics (1)(2) Target Adjusted Debt to EBITDAR less 3.3 3.5 3.0 3x to 4x Maintenance Capital EBITDAR less Maintenance Capital 5.6 5.4 6.1 5x to 6x Interest Coverage 1. Free Cash Flow and Credit Metrics are non-GAAP financial measures $ in Millions 2. Please refer to the Appendix of this presentation for a Non-GAAP Reconciliation of the "Adjusted Debt to EBITDAR less Maintenance Capital" and "EBITDAR less Maintenance Capital Interest Coverage" measures used on this page pursuant to SEC Regulation G. BNSF 29#30Debt Maturities $2,000 $1,500 $1,000 $500 Scheduled Principal Payments As of March 31, 2017 Amortizing Bullet $ in Millions $0 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 2047 2097 2026 includes $500 million, 50-year Junior Subordinated Debt issued in 12/05 and callable 1/15/26. BNSF 30#31BNSF - Investor Relations Contact Please direct your questions to: Beth Miller Assistant Treasurer 817-352-3478 [email protected] BNSF 31#32Appendix BNSF BNSF reports its results in accordance with generally accepted accounting principles ("GAAP"). Management believes, however, that certain non-GAAP financial measures used in the management of its business may provide users of the information with additional comparisons to publicly reported results. These non-GAAP measures are used by management in the evaluation of the business and in making certain operating decisions. These non-GAAP measures should not be considered a substitute for GAAP measures. 32#33Reconciliation to GAAP Computation of Adjusted Debt to EBITDAR less Maintenance Capital and EBITDAR less Maintenance Capital Interest Coverage Twelve Months Ended 3/31/17 12/31/2016 12/31/2015 Net Income Add: Taxes Add: Interest Expense Add: Other (Income) Expense - net Operating Income Add: Depreciation & Amort Add: Rent Expense 3,623 2,157 3,569 2,124 4,248 999 992 2,527 928 (5) 21 LA LA $ 6,774 $ 6,685 $ 7,724 2,181 2,128 2,001 579 584 605 EBITDAR $ 9,534 $ 9,397 10,330 Less: Replacement capital (2,506) (2,594) (2,944) Less: Locomotive Replacement (309) (363) (480) Adjusted EBITDAR $ 6,719 $ 6,440 $ 6,906 Debt (a) 23,241 22,044 21,737 Other adjustments (b) (1,277) Adjusted Debt $ 21,964 $ 166 22,210 (925) $ 20,812 Adjusted Debt to EBITDAR less Maintenance Capital Adjusted EBITDAR Interest 3.3 3.5 3.0 6,719 999 6,440 992 6,906 928 Adjustments including interest portion of rent expense Adjusted Interest 192 193 202 $ 1,191 $ 1,185 $ 1,130 EBITDAR less Maintenance Capital Interest Coverage 5.6 5.4 6.1 BNSF $ in Millions (a) Debt was restated to reclassify debt issuance costs from other assets to long term debt with the adoption of ASU 2015- 03 in 2015. Restatement period was December 2014 and 2015. (b) Primarily cash offset by long-term operating leases. 33#34Operating & Financial Information Reports currently on BNSF website (http://www.bnsf.com/about- bnsf/financial-information/): • SEC filings • Annual R-1 Report to the Surface Transportation Board Operating expenses, operating statistics, equipment inventories, maintenance information, etc. Weekly carload data Weekly, QTD & YTD volumes by major commodity group compared to same period last year BNSF 34#35BNSF 6074 6074 BWSF BIVS 6074 6040 6040 BHS 6040 DED +