#1Burlington Northern Santa Fe, LLC 2016 FIXED-INCOME INVESTOR CALL NOVEMBER 9, 2016 BNSF 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 should not be distributed to third parties or quoted in analyses prepared based on this presentation. 7687 7687 BA S MA#2Agenda Financial Results Agriculture Products Spotlight Financial Management BNSF 2#3Cautionary Statement Regarding Forward- Looking Statements and Information 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 carbon dioxide 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 fuel prices 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 petroleum-based fuel 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. BNSF 3#4DANGER THIRD QUARTER RESULTS 8206 8206 BASE 3.9 DANGER JULIE PIGGOTT Executive Vice President & Chief Financial Officer 4#5Q3 Highlights $ in Millions Nine Months Nine Months % Ended 9/30/2016 Ended 9/30/2015 CHG Freight Revenue Other Revenue A 13,840 $ 15,850 -13% 679 721 -6% Total Revenue 14,519 16,571 -12% Operating Expenses 9,647 10,819 -11% Operating Income 4,872 5,752 -15% Interest Other / Taxes (2,296) (2,588) -11% Net Income $2,576 $3,164 -19% Units (in thousands) 7,206 7,713 -7% Average Freight RPU $1,921 $2,055 -7% BNSF 5#6BNSF 2016 Volumes THIRD QUARTER Coal -77K (-13%) Ag Products +34K (+13%) Units in Thousands % Change vs. 2015 NINE MONTHS ENDED 9/30/2016 Coal -460K (-26%) Ag Products +51K (+7%) 516 20% 292 11% 450 Industrial Products 18% -39K (-8%) 1,292 51% Consumer Products -48K (-4%) TOTAL UNITS 2,550K CHANGE FROM 2015 -130K (-5%) Consumer Products +8K (+0%) 1,279 816 18% 11% 1,308 18% 3,803 53% Industrial Products -106K (-7%) TOTAL UNITS CHANGE FROM 2015 7,206K -507K (-7%) BNSF 6#7BNSF 2016 Freight Revenues THIRD QUARTER Coal -$217M (-19%) Consumer Products -$58M (-3%) Ag Products +$79M (+8%) $953 19% $1,095 22% $1,666 34% $1,219 25% TOTAL FREIGHT REVENUES CHANGE FROM 2015 Industrial Products -$219M (-15%) $4,933M -$415M (-8%) $ in Millions % Change vs. 2015 NINE MONTHS ENDED 9/30/2016 Coal -$1,174M (-33%) Consumer Products -$107M (-2%) Ag Products -$55M (-2%) $2,387 17% $3,053 22% $4,817 35% $3,583 26% Industrial Products TOTAL FREIGHT REVENUES CHANGE FROM 2015 -$674M (-16%) $13,840M -$2,010M (-13%) BNSF 7#8Consumer Products YTD Volume Highlights (through September 30, 2016) Consumer Products volumes were relatively flat. The addition of a new automotive customer and increased domestic intermodal volume was offset by lower international intermodal volume due to soft economic activity and excess retail inventories. 5203 BNSF 8#9Industrial Products · YTD Volume Highlights (through September 30, 2016) Industrial Products unit volumes decreased primarily due to lower petroleum products and commodities that support drilling due to pipeline displacement of U.S. crude traffic, along with lower U.S. production. In addition, there was lower demand for steel and taconite, partially offset by increased movements of non-owned rail equipment and increased plastic product volumes. 7519 7519 BNS BNSF 6#10Coal BN SF 651 478 YTD Volume Highlights (through September 30, 2016) Coal volumes decreased due to lower demand driven by reduced energy consumption, coal unit retirements and low natural gas prices. BNSF 10 65#11Agricultural Products • YTD Volume Highlights (through September 30, 2016) Agricultural Products unit volumes increased due to higher corn, soybeans, and wheat exports. BNSF 11#12SPOTLIGHT TOPIC UPDATE AGRICULTURAL PRODUCTS BNSE 7247 5112 BNSE John Miller Group Vice President Agricultural Products BNSF Railway BNSF 12#13Agricultural Products Commodity Breakdown Grain Bulk Foods Other Grain Products Wheat Sweeteners Oils Barley Syrups Feeds Corn Animal Products Flour Soybeans Milo Starch Specialty Grains Oilseeds & Meals Malt Fertilizer Ethanol BNSF 13#14BNSF Agricultural Commodity Breakdown Volume Breakdown % 27% Fertilizer/Other 18% Wheat & Wheat 15% Products Based on 2015 BNSF volumes 40% Corn & Corn Products Soybeans & Soybean Products BNSF BNSF BNSF 479567 BNSF 14#15BNSF Diverse Ag Network PNW Export California West Texas Duluth Superior Mexico Texas Gulf Eastern Markets Southeast Markets BNSF 15#16Shuttle Train Service 5129 5129 5129 Trainload movements of freight from one origin to one destination Minimum of 110-car trains with dedicated power Our most efficient and cost competitive service Maximizes network capacity BNSF 16#17BNSF Grain Shuttle Network Grain Shuttle Facilities 242 Shuttle Origins 99 Shuttle Destinations Mexico (34) Projected year-end 2016 counts BNSF 17#18Agricultural Products Outlook . • U.S. grain supplies are at their highest levels in almost 30 years after three consecutive large crops, incentivizing farmers to store grain until commodity prices increase After flat year over year growth early in the year, a stronger Brazilian Real, reduced South American crop supplies and higher wheat yields drove strong grain exports this summer Corn and Soybean production for the 2016/17 crop is estimated to reach record levels, leading to an expected strong export program into 2017 5929 BI 5929 BNSF 18#19Agricultural Products Market Drivers 80,000 75,000 WORLD GRAIN SUPPLY OUTPACING DEMAND ■Supply Demand Million Bushels 3,500 70,000 65,000 3,000 60,000 Million Bushels CHINESE SOYBEAN IMPORTS 2,500 2,000 1,500 2011/12 1,000 2012/13 2013/14 500 4,000 3,500 illion Bushels 3,000 2,500 U.S. RECORD ENDING GRAIN STOCKS ■Corn Wheat Soybeans 2014/15 2015/16 2016/17 2,000 1,500 1,000 500 2011/12 Source: USDA.gov - October 2016 WASDE 2012/13 2013/14 2014/15 2015/16 2016/17 Million Bushels 2011/12 5,000 4,000 3,000 2,000 1,000 2012/13 U.S. CORN AND SOYBEAN EXPORTS ■ Corn ■Soybeans 2013/14 2014/15 2015/16 2016/17 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17 BNSF 19#20Global Meat Consumption per Capita % Change of Total Consumption vs. 1980 Korea India China Japan Mexico United States 0 10 20 20 30 40 50 60 Poultry Pork Beef Source: UN Department of Economic and Social Affairs - Population Division; Consumption in pounds 2016 10 70 80 90 100 110 BNSF 20 20#21Agricultural Products Summary • ● ● Growing yields and production Demand-led world markets Geographically advantaged and diversified network Efficient, competitive supply chain 7498 7498 TRUSE BNSP#221226 8226 EXPENSES & CAPITAL 8226 BNSF BNSE PAUL BISCHLER Vice President Finance and Treasurer 22 22#23BNSF 2016 Operating Expenses THIRD QUARTER Compensation & Benefits -$27M (-2%) $ in Millions % Change vs. 2015 NINE MONTHS ENDED 9/30/2016 Compensation & Benefits -$291M (-8%) Materials & Other -$13M (-5%) $267 $1,193 37% 8% Equipment Rents $198 -$7M (-3%) 6% $534 16% Depreciation & $562 Amortization 17% +$31M (+6%) Materials & Other -$103M (-11%) $3,535 37% $810 8% Equipment Rents $570 -$33M (-5%) 6% $533 16% Fuel -$137M (-20%) $1,584 16% Depreciation & Amortization $1,789 19% +$96M (+6%) Purchased Services -$71M (-11%) TOTAL OPERATING EXPENSES CHANGE FROM 2015 $1,359 14% Fuel -$721M (-35%) Purchased Services -$120M (-6%) $3,287M -$224M (-6%) TOTAL OPERATING EXPENSES CHANGE FROM 2015 $9,647M -$1,172M (-11%) BNSF 23 23#24Operating Expenses Operating expenses for the nine months ending September 30, 2016 decreased $1,172 million, or 11%, compared to nine months ending September 30, 2015. A significant portion of this decrease is due to the following: • Fuel expense decreased primarily due to lower average fuel prices and lower volumes. Compensation and benefits decreased due to lower headcount driven by lower volumes and productivity improvements, partially offset by inflation. Purchased services decreased due to lower volumes and cost reductions. Materials and other expense decreased primarily as a result of lower crew transportation, lodging and other travel costs, locomotive and freight car materials, and derailment-related costs. BNSF 24 24#25Capital in $ Billions Capital Investments in line with Volumes $2.7 Capital Commitments vs. Units $4.0 $3.6 $3.6 $5.8 $5.5 $4.05 2010 2011 Replacement Capital 2012 Expansion 2013 2014 2015 2016F PTC Locomotive Equipment Units BNSF 25 25#262016 Capital - Focus on Maintenance $640M 16% 5% $200M Locomotive, Freight Car, & Other Equipment 12% $490M Expansion & Efficiency PTC 67% $2.7B Core Network & Related Assets 2016 Capital Investments - $4.05B 26 20#275 FINANCIAL MANAGEMENT 00 CE ONIC + % 13-02 27-02 13-03 27-03 10-04 24-04 08-05 PAUL BISCHLER Vice President Finance and Treasurer 27 27#28Financial Management • Shareholder Returns • Flexible - No target/minimum requirement Excess cash - defined as cash after: • Maintenance capital • Expansion capital Liquidity Manage Metrics to Target Ranges¹ Adjusted debt to EBITDAR less maintenance capital - 3 to 4x • EBITDAR less maintenance capital interest coverage - 5 to 6x BNSF 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. 28#29Cash Flow Summary Twelve Months Ended 9/30/16 2015 2014 Cash From Operations Investment/CapEx 6,796 7,175 6,581 (4,648) (5,827) (5,249) Free Cash Flow¹ 2,148 1,348 1,332 Shareholder Returns (2,750) (4,000) (3,500) Net Borrowings 450 2,629 2,359 Other (13) (32) (32) Change in cash (165) (55) 159 2,875 2,329 2,384 Cash Balance Credit Metrics (1)(2) Target Adjusted Debt to EBITDAR less 3.5 3.0 2.8 3x to 4x Maintenance Capital EBITDAR less Maintenance Capital 5.3 6.1 6.5 5x to 6x Interest Coverage 1. Free Cash Flow and Credit Metrics are non-GAAP financial measures 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. $ in Millions BNSF 29 29#30Debt Maturities $2,000 $1,800 Scheduled Principal Payments $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 2042 2044 2046 Excludes: Includes: Liabilities related to German leveraged leases which have been defeased with deposits. $500 million, 50-year Junior Subordinated Debt issued in 12/05 and callable 1/15/26. $ in Millions Amortizing Bullet BNSF 30 30#31BNSF - Investor Relations Contact Prospectively, direct your questions to: Beth Miller Assistant Treasurer 817-352-3478 [email protected] BNSF 31#32APPENDIX 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 32#33Reconciliation to GAAP Computation of Adjusted Debt to EBITDAR less Maintenance Capital and EBITDAR less Maintenance Capital Interest Coverage Twelve Months Ended 9/30/16 12/31/2015 12/31/2014 $ in Millions Net Income $ 3,660 $ Add: Taxes 2,197 4,248 2,527 $ Add: Interest Expense 989 928 3,869 2,300 833 Add: Other (Income) Expense - net (2) 21 11 Operating Income $ 6,844 $ 7,724 $ 7,013 Add: Depreciation & Amortization $ 2,097 $ 2,001 $ 2,123 Add: Rent Expense EBITDAR 564 605 613 $ 9,505 $ 10,330 $ 9,749 Less: Replacement capital (2,766) (2,944) (2,539) Less: Locomotive Replacement (459) (480) (450) EBITDAR Less Maintenance Capital $ 6,280 $ 6,906 $ 6,760 Debt (a) $ 22,166 $ 21,737 $ 19,204 Other adjustments (b) 72 (925) (323) Adjusted Debt $ 22,238 $ 20,812 $ 18,881 Adjusted Debt to EBITDAR less Maintenance Capital EBITDAR Less Maintenance Capital Interest 3.5x 3.0x 2.8x $ 6,280 $ 6,906 $ 6,760 989 928 833 Adjustments including interest portion of rent expense Adjusted Interest $ 187 1,176 $ 202 1,130 205 $ 1,038 EBITDAR less Maintenance Capital Interest Coverage 5.3x 6.1x 6.5x (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 long-term operating leases offset by cash BNSF 33 33#34Operating & Financial Information Reports currently on BNSF website (www.bnsf.com): 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 4 34#35BNSF 35