10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended June 30, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from            to        

Commission file number            1-6324

BNSF RAILWAY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	41-6034000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2650 Lou Menk Drive

Fort Worth, Texas

(Address of principal executive offices)

76131-2830

(Zip Code)

(800) 795-2673

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	Yes  [x]  No  []
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
	Yes  [x]  No  []
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]  Accelerated filer  [  ]   Non-accelerated filer  [x]  Smaller reporting company  [  ] Emerging growth company  [  ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
	Yes  [  ]  No  [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Shares Outstanding at August 4, 2017
Common stock, $1.00 par value	1,000 shares

Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format permitted by General Instruction H (2).

Table of Contents

PART I	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements	3
Item 2.	Management’s Narrative Analysis of Results of Operations	20
Item 4.	Controls and Procedures	23
PART II	OTHER INFORMATION
Item 6.	Exhibits	24
Signatures		S-1
Exhibit Index		E-1

2

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

BNSF RAILWAY COMPANY and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues	$	5,093		$	4,445		$	10,140		$	9,081
Operating expenses:
Compensation and benefits	1,229			1,120			2,498			2,314
Fuel	577			431			1,182			826
Depreciation and amortization	588			526			1,159			1,043
Purchased services	496			483			1,016			1,026
Equipment rents	196			184			392			372
Materials and other	241			218			537			501
Total operating expenses	3,327			2,962			6,784			6,082
Operating income	1,766			1,483			3,356			2,999
Interest expense	10			15			21			28
Interest income, related parties	(82		)	(47		)	(151		)	(90		)
Other expense, net	1			2			1			3
Income before income taxes	1,837			1,513			3,485			3,058
Income tax expense	697			569			1,318			1,151
Net income	$	1,140		$	944		$	2,167		$	1,907

See accompanying Notes to Consolidated Financial Statements.

3

BNSF RAILWAY COMPANY and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Net income	$	1,140		$	944	$	2,167		$	1,907
Other comprehensive income:
Change in Pension and Retiree Health and Welfare benefits, net of tax	(1		)	—		(1		)	—
Change in accumulated other comprehensive income (loss) of equity method investees	1			1		(1		)	(1		)
Other comprehensive income (loss), net of tax	—			1		(2		)	(1		)
Total comprehensive income	$	1,140		$	945	$	2,165		$	1,906

See accompanying Notes to Consolidated Financial Statements.

4

BNSF RAILWAY COMPANY and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	June 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	530		$	570
Accounts receivable, net	1,487			1,508
Materials and supplies	819			825
Other current assets	294			278
Total current assets	3,130			3,181
Property and equipment, net of accumulated depreciation of $7,923 and $6,124, respectively	61,609			61,213
Goodwill	14,803			14,803
Intangible assets, net	407			423
Other assets	2,273			2,155
Total assets	$	82,222		$	81,775
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	3,343		$	3,492
Long-term debt due within one year	81			85
Total current liabilities	3,424			3,577
Deferred income taxes	20,230			20,001
Long-term debt	1,409			1,467
Casualty and environmental liabilities	570			584
Intangible liabilities, net	519			567
Pension and retiree health and welfare liability	313			321
Other liabilities	1,114			1,120
Total liabilities	27,579			27,637
Commitments and contingencies (see Notes 6 and 7)
Stockholder’s equity:
Common stock, $1 par value, 1,000 shares authorized; issued and outstanding and paid-in capital	42,920			42,920
Retained earnings	29,385			27,218
Intercompany notes receivable	(17,779		)	(16,119		)
Accumulated other comprehensive income	117			119
Total stockholder’s equity	54,643			54,138
Total liabilities and stockholder’s equity	$	82,222		$	81,775

See accompanying Notes to Consolidated Financial Statements.

5

BNSF RAILWAY COMPANY and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months Ended June 30,
	2017			2016
OPERATING ACTIVITIES
Net income	$	2,167		$	1,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,159			1,043
Deferred income taxes	227			755
Long-term casualty and environmental liabilities, net	(19		)	(21		)
Other, net	(104		)	(54		)
Changes in current assets and liabilities:
Accounts receivable, net	(56		)	(13		)
Materials and supplies	6			(1		)
Other current assets	(29		)	(172		)
Accounts payable and other current liabilities	45			(199		)
Net cash provided by operating activities	3,396			3,245
INVESTING ACTIVITIES
Capital expenditures excluding equipment	(1,300		)	(1,543		)
Acquisition of equipment	(200		)	(457		)
Purchases of investments and investments in time deposits	(8		)	(4		)
Proceeds from sales of investments and maturities of time deposits	15			10
Other, net	(232		)	(277		)
Net cash used for investing activities	(1,725		)	(2,271		)
FINANCING ACTIVITIES
Payments on long-term debt	(50		)	(77		)
Net increase in intercompany notes receivable classified as equity	(1,660		)	(1,132		)
Other, net	(1		)	—
Net cash used for financing activities	(1,711		)	(1,209		)
Decrease in cash and cash equivalents	(40		)	(235		)
Cash and cash equivalents:
Beginning of period	570			565
End of period	$	530		$	330
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of amounts capitalized	$	36		$	35
Capital investments accrued but not yet paid	$	103		$	122
Income taxes paid, net of refunds	$	908		$	496

See accompanying Notes to Consolidated Financial Statements. 

6

BNSF RAILWAY COMPANY and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

(In millions)

(Unaudited)

	Common Stock and Paid-in Capital		Retained Earnings		Intercompany Notes Receivable			Accumulated Other Comprehensive  Income (Loss)			Total Stockholder’s Equity
Balance at December 31, 2016	$	42,920	$	27,218	$	(16,119	)	$	119		$	54,138
Change in intercompany notes receivable	—		—		(1,660		)	—			(1,660		)
Comprehensive income (loss), net of tax	—		2,167		—			(2		)	2,165
Balance at June 30, 2017	$	42,920	$	29,385	$	(17,779	)	$	117		$	54,643

See accompanying Notes to Consolidated Financial Statements.

7

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Accounting Policies and Interim Results

The Consolidated Financial Statements should be read in conjunction with BNSF Railway Company’s Annual Report on Form 10-K for the year ended December 31, 2016, including the financial statements and notes thereto. The Consolidated Financial Statements include the accounts of BNSF Railway Company and its majority-owned subsidiaries, all of which are separate legal entities (collectively, BNSF Railway or the Company). BNSF Railway is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC (BNSF), and is the principal operating subsidiary of BNSF. All intercompany accounts and transactions have been eliminated.

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 (Merger) of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC. Earnings per share data is not presented because BNSF Railway has only one holder of its common stock.

The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. In the opinion of management, the unaudited financial statements reflect all adjustments (consisting of only normal recurring adjustments, except as disclosed) necessary for a fair statement of BNSF Railway’s consolidated financial position as of June 30, 2017, and the results of operations for the three and six months ended June 30, 2017 and 2016.

2. Accounts Receivable, Net

Accounts receivable, net consists of freight and other receivables, reduced by an allowance for bill adjustments and uncollectible accounts, based upon expected collectibility. At each period ended June 30, 2017 and December 31, 2016, $87 million of such allowances had been recorded.

At June 30, 2017 and December 31, 2016, $84 million and $86 million, respectively, of accounts receivable were greater than 90 days old.

3. Investments

BNSF Railway holds investments which are classified as trading securities and included in Other Assets on the balance sheet. The following table summarizes the fair value of investments held as of June 30, 2017 and December 31, 2016 (in millions):

	June 30, 2017		December 31, 2016
Debt securities	$	48	$	47
Equity securities	60		60
Total	$	108	$	107

The fair value measurements of BNSF Railway’s debt securities are based on Level 2 inputs and equity securities are based on Level 1 inputs, using a market approach. The following table presents gains and losses recognized in earnings for the Company (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Gains	$	3	$	2	$	7	$	7
Losses	—		—		—		(4		)
Net Gain	$	3	$	2	$	7	$	3

8

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

4. Other Intangible Assets and Liabilities

Intangible assets and liabilities were as follows (in millions):

	As of June 30, 2017				As of December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	637	$	230	$	637	$	214
Intangible liabilities	$	1,403	$	884	$	1,403	$	836

As of June 30, 2017 and December 31, 2016, intangible assets primarily consisted of franchise and customer assets. Intangible liabilities primarily consisted of customer and shortline contracts which were in an unfavorable position at the date of Merger.

Amortizable intangible assets and liabilities are amortized based on the estimated pattern in which the economic benefits are expected to be consumed or on a straight-line basis over their estimated economic lives.

Amortization of intangible assets and liabilities was as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization of intangible assets	$	8	$	7	$	16	$	15
Amortization of intangible liabilities	$	24	$	25	$	48	$	50

Amortization of intangible assets and liabilities for the next five years is expected to approximate the following (in millions):

	Amortization of intangible assets		Amortization of intangible liabilities
Remainder of 2017	$	15	$	48
2018	$	31	$	90
2019	$	31	$	27
2020	$	31	$	26
2021	$	31	$	24

5. Other Assets

In July 2010, the Company entered into a low-income housing partnership (the Partnership) as the limited partner, holding a 99.9% interest in the Partnership. The Partnership is a variable interest entity (VIE), with the purpose of developing and operating low-income housing rental properties. Recovery of the Company’s investment is accomplished through the utilization of low-income housing tax credits and the tax benefits of Partnership losses. The general partner, who holds a 0.1% interest in the Partnership, is an unrelated third party and is responsible for controlling and managing the business and financial operation of the Partnership. As the Company does not have the power to direct the activities that most significantly impact the Partnership’s economic performance, the Company is not the primary beneficiary and therefore, does not consolidate the Partnership. The Company does not provide financial support to the Partnership that it was not previously contractually obligated to provide.

9

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

The Company has accounted for its investment in the Partnership using the effective yield method. The risk of loss of the Company’s investment in the Partnership is considered low as an affiliate of the general partner has provided certain guarantees of tax credits and minimum annual returns. For the six months ended June 30, 2017 and 2016, the Company recognized a reduction to income tax expense of $17 million and $23 million, respectively. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information related to this Partnership (in millions):

	June 30, 2017		December 31, 2016
Unamortized investment balance classified as Other Assets	$	161	$	196
Maximum exposure to loss	$	161	$	196

Included within Other Assets are capitalized right-to-use fixed assets of $920 million and $895 million, and related accumulated amortization of $276 million and $265 million, at June 30, 2017 and December 31, 2016, respectively.

6. Debt

Fair Value of Debt Instruments

At June 30, 2017, and December 31, 2016, the fair value of BNSF Railway’s debt, excluding capital leases, was $1,107 million and $1,127 million, respectively, while the book value, which also excludes capital leases and the associated unamortized fair value adjustment under acquisition method accounting related to capital leases, was $994 million and $1,024 million, respectively. The fair value of BNSF Railway’s debt is primarily based on market value price models using observable market-based data for the same or similar issues, or on the estimated rates that would be offered to BNSF Railway for debt of the same remaining maturities (Level 2 inputs).

Guarantees

As of June 30, 2017, BNSF Railway has not been called upon to perform under the guarantees specifically disclosed in this footnote and does not anticipate a significant performance risk in the foreseeable future.

Debt and other obligations of non-consolidated entities guaranteed by the Company as of June 30, 2017, were as follows (dollars in millions):

	Guarantees
	BNSF Railway Ownership Percentage		Principal Amount Guaranteed		Maximum Future Payments		Maximum Recourse Amounta		Remaining Term (in years)	Capitalized Obligations
Kinder Morgan Energy Partners, L.P.	0.5	%	$	190	$	190	$	—	Termination of Ownership	$	2	b
Chevron Phillips Chemical Company LP	—	%	N/Ad		N/Ad		N/Ad		10	$	21	c

^a  Reflects the maximum amount the Company could recover from a third party other than the counterparty.

^b  Reflects capitalized obligations that are recorded on the Company’s Consolidated Balance Sheet.

^c  Reflects the asset and corresponding liability for the fair value of these guarantees required by authoritative accounting guidance related to guarantees.

^d  There is no cap to the liability that can be sought from BNSF Railway for BNSF Railway’s negligence or the negligence of the indemnified party. However, BNSF Railway could receive reimbursement from certain insurance policies if the liability exceeds a certain amount.

Kinder Morgan Energy Partners, L.P.

Santa Fe Pacific Pipelines, Inc., an indirect, wholly-owned subsidiary of BNSF Railway, has a guarantee in connection with its remaining special limited partnership interest in Santa Fe Pacific Pipeline Partners, L.P. (SFPP), a subsidiary of Kinder Morgan Energy Partners, L.P., to be paid only upon default by the partnership. All obligations with respect to the guarantee will cease upon termination of ownership rights, which would occur upon a put notice issued by BNSF Railway or the exercise of the call rights by the general partners of SFPP.

10

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

Chevron Phillips Chemical Company LP

BNSF Railway has an indemnity agreement with Chevron Phillips Chemical Company LP (Chevron Phillips), granting certain rights of indemnity from BNSF Railway, in order to facilitate access to a storage facility. Under certain circumstances, payment under this obligation may be required in the event Chevron Phillips were to incur certain liabilities or other incremental costs resulting from trackage access.

Indemnities

In the ordinary course of business, BNSF Railway enters into agreements with third parties that include indemnification clauses. The Company believes that these clauses are generally customary for the types of agreements in which they are included. At times, these clauses may involve indemnification for the acts of the Company, its employees and agents, indemnification for another party’s acts, indemnification for future events, indemnification based upon a certain standard of performance, indemnification for liabilities arising out of the Company’s use of leased equipment or other property, or other types of indemnification. Despite the uncertainty whether events which would trigger the indemnification obligations would ever occur, the Company does not believe that these indemnity agreements will have a material adverse effect on the Company’s results of operations, financial position or liquidity. Additionally, the Company believes that, due to lack of historical payment experience, the fair value of indemnities cannot be estimated with any amount of certainty and that the fair value of any such amount would be immaterial to the Consolidated Financial Statements. Agreements that reflect unique circumstances, particularly agreements that contain guarantees that indemnify for another party’s acts, are disclosed separately, if appropriate. Unless separately disclosed above, no fair value liability related to indemnities has been recorded in the Consolidated Financial Statements.

Variable Interest Entities - Leases

BNSF Railway has entered into various lease transactions in which the structure of the lease contains VIEs. These leases are primarily for equipment. These VIEs were created solely for the lease transactions and have no other activities, assets or liabilities outside of the lease transactions. In some of the arrangements, BNSF Railway has the option to purchase some or all of the leased assets at a fixed price, thereby creating variable interests for BNSF Railway in the VIEs. The future minimum lease payments associated with the VIE leases were approximately $2 billion as of June 30, 2017.

In the event the leased asset is destroyed, BNSF Railway is generally obligated to either replace the asset or pay a fixed loss amount. The inclusion of the fixed loss amount is a standard clause within the lease arrangements. Historically, BNSF Railway has not incurred significant losses related to this clause. As such, it is not anticipated that the maximum exposure to loss would materially differ from the future minimum lease payments.

BNSF Railway does not provide financial support to the VIEs that it was not previously contractually obligated to provide.

BNSF Railway maintains and operates the leased assets based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the industry. As such, BNSF Railway has no control over activities that could materially impact the fair value of the leased assets. BNSF Railway does not hold the power to direct the activities of the VIEs and therefore does not control the ongoing activities that have a significant impact on the economic performance of the VIEs. Additionally, BNSF Railway does not have the obligation to absorb losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the VIEs. Depending on market conditions, the fixed-price purchase options could potentially provide benefit to the Company; however, any benefits potentially received from a fixed-price purchase option are generally expected to be minimal. Based on these factors, BNSF Railway is not the primary beneficiary of the VIEs. As BNSF Railway is not the primary beneficiary and the majority of the VIE leases are operating leases, the assets and liabilities related to the VIEs recorded in the Company’s Consolidated Balance Sheet are immaterial.

11

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

7. Commitments and Contingencies

Personal Injury

Personal injury claims, including asbestos claims and employee work-related injuries and third-party injuries (collectively, other personal injury), are a significant expense for the railroad industry. Personal injury claims by BNSF Railway employees are subject to the provisions of the Federal Employers’ Liability Act (FELA) rather than state workers’ compensation laws. FELA’s system of requiring the finding of fault, coupled with unscheduled awards and reliance on the jury system, contributed to increased expenses in past years. Other proceedings include claims by non-employees for punitive as well as compensatory damages. A few proceedings purport to be class actions. The variability present in settling these claims, including non-employee personal injury and matters in which punitive damages are alleged, could result in increased expenses in future years. BNSF Railway has implemented a number of safety programs designed to reduce the number of personal injuries as well as the associated claims and personal injury expense.

BNSF Railway records an undiscounted liability for personal injury claims when the expected loss is both probable and reasonably estimable. The liability and ultimate expense projections are estimated using standard actuarial methodologies. Liabilities recorded for unasserted personal injury claims are based on information currently available. Due to the inherent uncertainty involved in projecting future events such as the number of claims filed each year, developments in judicial and legislative standards and the average costs to settle projected claims, actual costs may differ from amounts recorded. BNSF Railway has obtained insurance coverage for certain claims, as discussed under the heading “BNSF Insurance Company.” Expense accruals and any required adjustments are classified as materials and other in the Consolidated Statements of Income.

Asbestos

The Company is party to a number of personal injury claims by employees and non-employees who may have been exposed to asbestos. The heaviest exposure for certain BNSF Railway employees was due to work conducted in and around the use of steam locomotive engines that were phased out between the years of 1950 and 1967. However, other types of exposures, including exposure from locomotive component parts and building materials, continued after 1967 until they were substantially eliminated at BNSF Railway by 1985.

BNSF Railway assesses its unasserted asbestos liability exposure on an annual basis during the third quarter. BNSF Railway determines its asbestos liability by estimating its exposed population, the number of claims likely to be filed, the number of claims that will likely require payment and the estimated cost per claim. Estimated filing and dismissal rates and average cost per claim are determined utilizing recent claim data and trends.

Throughout the year, BNSF Railway monitors actual experience against the number of forecasted claims and expected claim payments and will record adjustments to the Company’s estimates as necessary.

Based on BNSF Railway’s estimate of the potentially exposed employees and related mortality assumptions, it is anticipated that unasserted asbestos claims will continue to be filed through the year 2050. The Company recorded an amount for the full estimated filing period through 2050 because it had a relatively finite exposed population (former and current employees hired prior to 1985), which it was able to identify and reasonably estimate and about which it had obtained reliable demographic data (including age, hire date and occupation) derived from industry or BNSF Railway specific data that was the basis for the study. BNSF Railway projects that approximately 65, 80 and 95 percent of the future unasserted asbestos claims will be filed within the next 10, 15 and 25 years, respectively.

Other Personal Injury

BNSF Railway estimates its other personal injury liability claims and expense quarterly based on the covered population, activity levels and trends in frequency and the costs of covered injuries. Estimates include unasserted claims except for certain repetitive stress and other occupational trauma claims that allegedly result from prolonged repeated events or exposure. Such claims are estimated on an as-reported basis because the Company cannot estimate the range of reasonably possible loss due to other non-work related contributing causes of such injuries and the fact that continued exposure is required for the potential injury to manifest itself as a claim. BNSF Railway has not experienced any significant adverse trends related to these types of claims in recent years.

12

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

BNSF Railway monitors quarterly actual experience against the number of forecasted claims to be received, the forecasted number of claims closing with payment and expected claim payments. Adjustments to the Company’s estimates are recorded quarterly as necessary or more frequently as new events or revised estimates develop.

The following table summarizes the activity in the Company’s accrued obligations for asbestos and other personal injury matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	371
Accruals	4			17
Payments	(7		)	(19		)
Ending balance	$	364		$	369

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	375
Accruals	18			50
Payments	(21		)	(56		)
Ending balance	$	364		$	369

At June 30, 2017 and December 31, 2016, $80 million and $85 million was included in current liabilities, respectively. Defense and processing costs, which are recorded on an as-reported basis, were not included in the recorded liability. The Company is primarily self-insured for personal injury claims.

Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle personal injury claims may range from approximately $320 million to $435 million. However, BNSF Railway believes that the $364 million recorded at June 30, 2017 is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

The amounts recorded by BNSF Railway for personal injury liabilities were based upon currently known facts. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding personal injury litigation in the United States, could cause the actual costs to be higher or lower than projected.

Although the final outcome of personal injury matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

BNSF Insurance Company

Burlington Northern Santa Fe Insurance Company, Ltd. (BNSFIC), a wholly-owned subsidiary of BNSF, offers insurance coverage for certain risks, FELA claims, railroad protective and force account insurance claims and certain excess general liability and property coverage, and certain other claims which are subject to reinsurance. During the six months ended June 30, 2017 and 2016, BNSFIC wrote insurance coverage with premiums totaling $74 million and $70 million, respectively, for BNSF Railway, net of reimbursements from third parties. During this same time, BNSF Railway recognized $36 million and $35 million, respectively, in expense related to those premiums, which is classified as purchased services in the Consolidated Statements of Income. At June 30, 2017 and December 31, 2016, unamortized premiums remaining on the Consolidated Balance Sheet were $43 million and $5 million, respectively. During the six months ended June 30, 2017 and 2016, BNSFIC made claim payments totaling $12 million and $59 million, respectively, for settlement of covered claims. At June 30, 2017 and December 31, 2016, claims receivables from BNSFIC were $1 million and $3 million, respectively.

13

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

Environmental

The Company’s operations, as well as those of its competitors, are subject to extensive federal, state and local environmental regulation. BNSF Railway’s operating procedures include practices to protect the environment from the risks inherent in railroad operations, which frequently involve transporting chemicals and other hazardous materials. Additionally, many of BNSF Railway’s land holdings are and have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. As a result, BNSF Railway is subject to environmental cleanup and enforcement actions. In particular, the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. BNSF Railway has been notified that it is a potentially responsible party (PRP) for study and cleanup costs at Superfund sites for which investigation and remediation payments are or will be made or are yet to be determined (the Superfund sites) and, in many instances, is one of several PRPs. In addition, BNSF Railway may be considered a PRP under certain other laws. Accordingly, under CERCLA and other federal and state statutes, BNSF Railway may be held jointly and severally liable for all environmental costs associated with a particular site. If there are other PRPs, BNSF Railway generally participates in the cleanup of these sites through cost-sharing agreements with terms that vary from site to site. Costs are typically allocated based on such factors as relative volumetric contribution of material, the amount of time the site was owned or operated and/or the portion of the total site owned or operated by each PRP.

BNSF Railway is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for 217 sites, including 17 Superfund sites, at which it is participating in the study or cleanup, or both, of alleged environmental contamination.

Liabilities for environmental cleanup costs are recorded when BNSF Railway’s liability for environmental cleanup is probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Environmental costs include initial site surveys and environmental studies as well as costs for remediation of sites determined to be contaminated.

BNSF Railway estimates the ultimate cost of cleanup efforts at its known environmental sites on an annual basis during the third quarter. Ultimate cost estimates for environmental sites are based on current estimated percentage to closure ratios, possible remediation work plans and estimates of the costs and likelihood of each possible outcome, historical payment patterns, and benchmark patterns developed from data accumulated from industry and public sources, including the Environmental Protection Agency and other governmental agencies. These factors incorporate into the estimates experience gained from cleanup efforts at other similar sites.

Annual studies do not include: (i) contaminated sites of which the Company is not aware; (ii) additional amounts for third-party tort claims, which arise out of contaminants allegedly migrating from BNSF Railway property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF Railway continues to estimate third-party tort claims on a site by site basis when the liability for such claims is probable and reasonably estimable. BNSF Railway’s recorded liability for third-party tort claims as of June 30, 2017 and December 31, 2016 was $9 million and $12 million, respectively.

On a quarterly basis, BNSF Railway monitors actual experience against the forecasted remediation and related payments made on existing sites and conducts ongoing environmental contingency analyses, which consider a combination of factors including independent consulting reports, site visits, legal reviews and analysis of the likelihood of other PRPs’ participation in, and their ability to pay for, cleanup. Adjustments to the Company’s estimates will continue to be recorded as necessary based on developments in subsequent periods. Additionally, environmental accruals, which are classified as materials and other in the Consolidated Statements of Income, include amounts for newly identified sites or contaminants, third-party claims and legal fees incurred for defense of third-party claims and recovery efforts.

14

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

The following table summarizes the activity in the Company’s accrued obligations for environmental matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	335		$	362
Accruals	(2		)	—
Payments	(7		)	(7		)
Ending balance	$	326		$	355

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	342		$	369
Accruals	(1		)	—
Payments	(15		)	(14		)
Ending balance	$	326		$	355

At June 30, 2017 and December 31, 2016, $40 million was included in current liabilities for both periods.

BNSF Railway’s environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at June 30, 2017, will be paid over the next ten years, and no individual site is considered to be material.

Liabilities recorded for environmental costs represent BNSF Railway’s best estimate of its probable future obligation for the remediation and settlement of these sites and include both asserted and unasserted claims. Although recorded liabilities include BNSF Railway’s best estimate of all probable costs, without reduction for anticipated recoveries from third parties, BNSF Railway’s total cleanup costs at these sites cannot be predicted with certainty due to various factors such as the extent of corrective actions that may be required, evolving environmental laws and regulations, advances in environmental technology, the extent of other parties’ participation in cleanup efforts, developments in ongoing environmental analyses related to sites determined to be contaminated and developments in environmental surveys and studies of contaminated sites.

Because of the uncertainty surrounding these factors, it is reasonably possible that future costs for environmental liabilities may range from approximately $260 million to $435 million. However, BNSF Railway believes that the $326 million recorded at June 30, 2017, is the best estimate of the Company’s future obligation for environmental costs.

Although the final outcome of these environmental matters cannot be predicted with certainty, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Other Claims and Litigation

In addition to asbestos, other personal injury and environmental matters discussed above, BNSF Railway and its subsidiaries are also parties to a number of other legal actions and claims, governmental proceedings and private civil suits arising in the ordinary course of business, including those related to disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for punitive as well as compensatory damages and from time to time may include proceedings that purport to be class actions. Although the final outcome of these matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, BNSF Railway currently believes that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

15

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

8. Employment Benefit Plans

Components of the net cost for the periods presented below for certain employee benefit plans were as follows (in millions):

	Pension Benefits
	Three Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	11		$	11
Interest cost	22			24
Expected return on plan assets	(37		)	(36		)
Net credit recognized	$	(4	)	$	(1	)

	Pension Benefits
	Six Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	21		$	23
Interest cost	44			48
Expected return on plan assets	(74		)	(72		)
Net credit recognized	$	(9	)	$	(1	)

	Retiree Health and Welfare Benefits
	Three Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	2			2
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	2		$	2

	Retiree Health and Welfare Benefits
	Six Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	4			5
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	4		$	5

16

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

9. Related Party Transactions

BNSF Railway is involved with BNSF and certain of its subsidiaries in related party transactions in the ordinary course of business, which include payments made on each other’s behalf and performance of services. Under the terms of a tax allocation agreement with BNSF, BNSF Railway made federal and state income tax payments, net of refunds, of $882 million and $477 million during the six months ended June 30, 2017 and 2016, respectively, which are reflected in changes in working capital in the Consolidated Statement of Cash Flows. As of June 30, 2017 and December 31, 2016, BNSF Railway had a tax payable to BNSF of $538 million and $482 million, respectively.

At June 30, 2017 and December 31, 2016, BNSF Railway had $292 million and $322 million, respectively, of intercompany receivables which are reflected in accounts receivable in the respective Consolidated Balance Sheets. At June 30, 2017 and December 31, 2016, BNSF Railway had $39 million and $16 million of intercompany payables, respectively, which are reflected in accounts payable in the respective Consolidated Balance Sheets. Net intercompany balances are settled in the ordinary course of business.

At June 30, 2017 and December 31, 2016, BNSF Railway had $17,779 million and $16,119 million, respectively, of intercompany notes receivable from BNSF. The $1,660 millionincrease in intercompany notes receivable was due to loans to BNSF of $1,688 million, partially offset by repayments received of $28 million during the six months ended June 30, 2017. All intercompany notes have a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. Interest is collected semi-annually on all intercompany notes receivable. Interest income from intercompany notes receivable is presented in interest income, related parties in the Consolidated Statements of Income.

BNSF Railway engages in various transactions with related parties in the ordinary course of business. The following table summarizes revenues earned by BNSF Railway for services provided to related parties and expenditures to related parties (in millions):

	Three Months Ended June 30,
	2017		2016
Revenues	$	33	$	38
Expenditures	$	94	$	80

	Six Months Ended June 30,
	2017		2016
Revenues	$	71	$	85
Expenditures	$	185	$	165

17

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

10. Accumulated Other Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in accumulated other comprehensive income, a component of equity within the Consolidated Balance Sheets, rather than net income on the Consolidated Statements of Income. Under existing accounting standards, other comprehensive income may include, among other things, unrecognized gains and losses and prior service credit related to pension and other postretirement benefit plans.    

The following tables provide the components of accumulated other comprehensive income / (loss) (AOCI) by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2016	$	122		$	(3	)	$	119
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	(1		)	—			(1		)
Balance at June 30, 2017	$	121		$	(4	)	$	117
Balance at December 31, 2015	$	50		$	(2	)	$	48
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	—			—			—
Balance at June 30, 2016	$	50		$	(3	)	$	47

^a Amounts are net of tax.

Reclassifications out of AOCIb
	Three Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax
	Six Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax

^b Amounts in parenthesis indicate debits to the income statement.

^c This accumulated other comprehensive income component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 8 for additional details).

18

BNSF RAILWAY COMPANY and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – (Continued)

11. Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606). The guidance in ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. ASU 2014-09 applies to most contracts with customers. Insurance and leasing contracts are excluded from the scope. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identification of the contract, (b) identification of the performance obligation under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligation and (e) recognition of revenue as the identified performance obligation is satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 is effective for public companies in annual reporting periods beginning after December 15, 2017. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company expects to use the modified retrospective method when implementing this standard in first quarter 2018. The Company has completed a review of the impacts of the application of the new standard to its existing customer contracts. Under the new standard, the Company will continue to recognize transportation revenues based upon the proportion of the service provided as of the balance sheet date. Furthermore, the Company will assess variable consideration at each reporting period. Based on the Company’s review, the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. At December 31, 2016, BNSF Railway had long-term operating leases with approximately $3.4 billion of remaining minimum lease payments. This new standard will require the present value of these leases to be recorded in the Consolidated Balance Sheets as a right of use asset and lease liability.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07 (ASU 2017-07), Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 requires an entity to present the service cost component of net benefit cost in the same line item as other current employee compensation costs (including being capitalized, if appropriate, as part of an asset). The other components of net benefit cost would be presented separately in the statements of income and below income from operations. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. This new standard will be applied retrospectively for the presentation of the service cost component and other components of net periodic pension and posretirement benefit cost in the income statement. ASU 2017-07 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

19

Item 2. Management’s Narrative Analysis of Results of Operations.

Management’s narrative analysis relates to the results of operations of BNSF Railway Company and its majority-owned subsidiaries (collectively BNSF Railway, Registrant or Company). The following narrative analysis should be read in conjunction with the Consolidated Financial Statements and the accompanying notes.

The following narrative analysis of results of operations includes a brief discussion of the factors that materially affected the Company’s operating results in the six months ended June 30, 2017, and a comparative analysis to the six months ended June 30, 2016.

Results of Operations

Revenues Summary

The following tables present BNSF Railway’s revenue information by business group:

	Revenues (in millions)				Cars / Units (in thousands)
	Six Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017	2016
Consumer Products	$	3,422	$	3,151	2,654	2,511
Industrial Products	2,498		2,364		878	858
Agricultural Products	2,182		1,958		565	524
Coal	1,872		1,434		912	763
Total Freight Revenues	9,974		8,907		5,009	4,656
Other Revenues	166		174
Total Operating Revenues	$	10,140	$	9,081

	Average Revenue Per Car / Unit
	Six Months Ended June 30,
	2017		2016
Consumer Products	$	1,289	$	1,255
Industrial Products	2,845		2,755
Agricultural Products	3,862		3,737
Coal	2,053		1,879
Total Freight Revenues	$	1,991	$	1,913

Fuel Surcharges

Freight revenues include both revenue for transportation services and fuel surcharges. Where BNSF Railway’s fuel surcharge program is applied, it is intended to recover BNSF Railway’s incremental fuel costs when fuel prices exceed a threshold fuel price. Fuel surcharges are calculated differently depending on the type of commodity transported. BNSF Railway has two standard fuel surcharge programs – Percent of Revenue and Mileage-Based. In addition, in certain commodities, fuel surcharge is calculated using a fuel price from a time period that can be up to 60 days earlier. In a period of volatile fuel prices or changing customer business mix, changes in fuel expense and fuel surcharge may differ significantly.

The following table presents fuel surcharge and fuel expense information (in millions):

	Six Months Ended June 30,
	2017		2016
Total fuel expense a	$	1,182	$	826
BNSF Railway fuel surcharges	$	394	$	230

^a  Total fuel expense includes locomotive and non-locomotive fuel.

20

Six Months EndedJune 30, 2017 vs. the Six Months EndedJune 30, 2016

Revenues

Revenues for the six months ended June 30, 2017 were $10,140 million, an increase of $1,059 million, or 12 percent, as compared with the six months ended June 30, 2016. The increase in revenue is primarily due to an 8 percent increase in unit volume and an increase in average revenue per car/unit. The change in revenues is due to the following:

▪ Average revenue per car / unit increased 4 percent primarily as a result of higher fuel surcharges and business mix changes as well as increased rates per car/unit.

▪ 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.

▪ Industrial Products volumes increased primarily due to higher minerals, steel, and other commodities that support domestic drilling activity as well as higher taconite. The volume increase was partly offset by lower petroleum products volume due to pipeline displacement of U.S. crude traffic and lower plastics volume.

▪ Agricultural Products unit volumes increased primarily due to higher grain exports.

▪ Coal volumes increased due to mild winter weather in the first quarter of 2016 and higher natural gas prices in the first half of 2017, which led to increased utility coal usage, partially offset by the effects of unit retirements of coal generating facilities.

Expenses

Operating expenses for the six months ended June 30, 2017 were $6,784 million, an increase of $702 million, or 12 percent, as compared with the six months ended June 30, 2016. A significant portion of this increase is due to the following changes in underlying trends in expenses:

▪ Compensation and benefits expense increased primarily due to higher health and welfare costs, wage inflation, and increased volumes.

▪ Fuel expense increased due to higher average fuel prices and increased volumes, partially offset by improved efficiency.

▪ Depreciation expense increased due to a larger depreciable asset base.

▪ There were no significant changes in purchased services, equipment rents, and materials and other expense.

▪ The effective tax rate was 37.8 percent and 37.6 percent for the six months ended June 30, 2017 and 2016, respectively.

21

Forward-Looking Information

To the extent that statements made by the Company relate to the Company’s future economic performance or business outlook, projections or expectations of financial or operational results, or refer to matters that are not historical facts, such statements are “forward-looking” statements within the meaning of the federal securities laws.

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 Item 1A, “Risk Factors,” of the Company’s Annual Report on 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 Railway’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 Railway’s operations or customers’ abilities to deliver goods to BNSF Railway 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 Railway 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.

•   Operatingfactors: 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 Railway’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.

The Company cautions against placing undue reliance on forward-looking statements, which reflect its current beliefs and are based on information currently available to it as of the date a forward-looking statement is made. The Company undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event the Company does update any forward-looking statement, no inference should be made that the Company will make additional updates with respect to that statement, related matters, or any other forward-looking statements.

22

Item 4. Controls and Procedures.

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, BNSF Railway’s principal executive officer and principal financial officer have concluded that BNSF Railway’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by BNSF Railway in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to BNSF Railway’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Additionally, as of the end of the period covered by this report, BNSF Railway’s principal executive officer and principal financial officer have concluded that there have been no changes in BNSF Railway’s internal control over financial reporting that occurred during BNSF Railway’s second fiscal quarter that have materially affected, or are reasonably likely to materially affect, BNSF Railway’s internal control over financial reporting.

23

BNSF RAILWAY COMPANY and SUBSIDIARIES

PART II OTHER INFORMATION

Item 6. Exhibits.

See Exhibit Index on page E-1 for a description of the exhibits filed as part of this report.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BNSF Railway Company (Registrant)
By:	/s/    Julie A. Piggott
	Julie A. Piggott Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as principal financial officer)

Date:  August 4, 2017

S-1

BNSF RAILWAY COMPANY and SUBSIDIARIES

Exhibit Index

		Incorporated by Reference (if applicable)
	Exhibit Number and Description	Form	File Date	File No.	Exhibit
3.1	Restated Certificate of Incorporation of BNSF Railway Company, dated January 17, 2005.	10-Q	7/26/2005	001-06324	3.1
3.2	By-Laws of BNSF Railway Company, as amended February 28, 2014.	10-K	3/2/2015	001-06324	3.1
12.1	Computation of Ratio of Earnings to Fixed Charges.*
31.1	Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*
101	eXtensible Business Reporting Language (XBRL) documents submitted electronically: 101.INS - XBRL Instance Document 101.SCH - XBRL Taxonomy Extension Schema Document 101.CAL - XBRL Extension Calculation Linkable Document 101.DEF - XBRL Taxonomy Extension Definition Linkable Document 101.LAB - XBRL Taxonomy Extension Label Linkbase 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document
	The following unaudited information from BNSF Railway Company's Form 10-Q for the three and six months ended June 30, 2017, formatted in XBRL includes: (i) the Consolidated Statements of Income for the three and six months ended June 30, 2017 and 2016, (ii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016 (iii) the Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016, (v) the Consolidated Statements of Changes in Equity as of June 30, 2017, and (vi) the Notes to the Consolidated Financial Statements. *

Certain instruments evidencing long-term indebtedness of BNSF Railway are not being filed as exhibits to this Report because the total amount of securities authorized under any single instrument does not exceed 10% of BNSF Railway’s total assets. BNSF Railway will furnish copies of any material instruments upon request of the Securities and Exchange Commission.

__________________

*Filed herewith

E-1

EX-12.1

Exhibit 12.1

BNSF RAILWAY COMPANY and SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratio amounts)

(Unaudited)

		Six Months Ended June 30,
		2017		2016
Earnings:
Income before income taxes	$	3,485	$	3,058
Add:
Interest and other fixed charges, excluding capitalized interest		21		28
Reasonable approximation of portion of rent under long-term operating           leases representative of an interest factor		94		95
Distributed income of investees accounted for under the equity method		5		4
Amortization of capitalized interest		2		2
Less:
Equity in earnings of investments accounted for under the equity method		15		4
Total earnings available for fixed charges	$	3,592	$	3,183
Fixed charges:
Interest and fixed charges	$	33	$	41
Reasonable approximation of portion of rent under long-term operating leases    representative of an interest factor		94		95
Total fixed charges	$	127	$	136
Ratio of earnings to fixed charges		28.28x		23.40x

E-2

EX-31.1

Exhibit 31.1

Principal Executive Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Carl R. Ice, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BNSF Railway Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2017

/s/ Carl R. Ice

Carl R. Ice

President and

Chief Executive Officer

E-3

EX-31.2

Exhibit 31.2

Principal Financial Officer’s Certifications

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Julie A. Piggott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BNSF Railway Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2017

/s/ Julie A. Piggott

Julie A. Piggott

Executive Vice President and

Chief Financial Officer

E-4

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. § 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

BNSF Railway Company

In connection with the Quarterly Report of BNSF Railway Company (the “Company”) on Form 10-Q for the period ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Carl R. Ice, President and Chief Executive Officer of the Company, and Julie A. Piggott, Executive Vice President and Chief Financial Officer of the Company, each hereby certifies that, to his and her knowledge on the date hereof:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 4, 2017

/s/ Carl R. Ice	/s/ Julie A. Piggott
Carl R. Ice	Julie A. Piggott
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BNSF Railway Company and will be retained by BNSF Railway Company and furnished to the Securities and Exchange Commission or its staff upon request.

E-5

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 04, 2017
Entity Information [Line Items]
Entity Registrant Name	BNSF RAILWAY CO
Entity Central Index Key	0000015511
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		1,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues	$ 5,093	$ 4,445	$ 10,140	$ 9,081
Operating expenses:
Compensation and benefits	1,229	1,120	2,498	2,314
Fuel	577	431	1,182	826
Depreciation and amortization	588	526	1,159	1,043
Purchased services	496	483	1,016	1,026
Equipment rents	196	184	392	372
Materials and other	241	218	537	501
Total operating expenses	3,327	2,962	6,784	6,082
Operating income	1,766	1,483	3,356	2,999
Interest expense	10	15	21	28
Interest income, related parties	(82)	(47)	(151)	(90)
Other expense, net	1	2	1	3
Income before income taxes	1,837	1,513	3,485	3,058
Income tax expense	697	569	1,318	1,151
Net income	$ 1,140	$ 944	$ 2,167	$ 1,907

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net income	$ 1,140	$ 944	$ 2,167	$ 1,907
Other comprehensive income:
Change in Pension and Retiree Health and Welfare benefits, net of tax	(1)	0	(1)	0
Change in accumulated other comprehensive income (loss) of equity method investees	1	1	(1)	(1)
Other comprehensive income (loss), net of tax	0	1	(2)	(1)
Total comprehensive income	$ 1,140	$ 945	$ 2,165	$ 1,906

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Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 530	$ 570
Accounts receivable, net	1,487	1,508
Materials and supplies	819	825
Other current assets	294	278
Total current assets	3,130	3,181
Property and equipment, net of accumulated depreciation of $7,923 and $6,124, respectively	61,609	61,213
Goodwill	14,803	14,803
Intangible assets, net	407	423
Other assets	2,273	2,155
Total assets	82,222	81,775
Current liabilities:
Accounts payable and other current liabilities	3,343	3,492
Long-term debt due within one year	81	85
Total current liabilities	3,424	3,577
Deferred income taxes	20,230	20,001
Long-term debt	1,409	1,467
Casualty and environmental liabilities	570	584
Intangible liabilities, net	519	567
Pension and retiree health and welfare liability	313	321
Other liabilities	1,114	1,120
Total liabilities	27,579	27,637
Commitments and contingencies (see Notes 6 and 7)
Stockholder’s equity:
Common stock, $1 par value, 1,000 shares authorized; issued and outstanding and paid-in-capital	42,920	42,920
Retained earnings	29,385	27,218
Intercompany notes receivable	(17,779)	(16,119)
Accumulated other comprehensive income	117	119
Total stockholder's equity	54,643	54,138
Total liabilities and stockholder's equity	$ 82,222	$ 81,775

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Accumulated Depreciation	$ 7,923	$ 6,124
Stockholders' Equity [Abstract]
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	1,000	1,000
Common stock, shares issued (in shares)	1,000	1,000
Common stock, shares outstanding (in shares)	1,000	1,000

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Net income	$ 2,167	$ 1,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,159	1,043
Deferred income taxes	227	755
Long-term casualty and environmental liabilities, net	(19)	(21)
Other, net	(104)	(54)
Changes in current assets and liabilities:
Accounts receivable, net	(56)	(13)
Materials and supplies	6	(1)
Other current assets	(29)	(172)
Accounts payable and other current liabilities	45	(199)
Net cash provided by operating activities	3,396	3,245
INVESTING ACTIVITIES
Capital expenditures excluding equipment	(1,300)	(1,543)
Acquisition of equipment	(200)	(457)
Purchases of investments and investments in time deposits	(8)	(4)
Proceeds from sales of investments and maturities of time deposits	15	10
Other, net	(232)	(277)
Net cash used for investing activities	(1,725)	(2,271)
FINANCING ACTIVITIES
Payments on long-term debt	(50)	(77)
Net increase in intercompany notes receivable classified as equity	(1,660)	(1,132)
Other, net	(1)	0
Net cash used for financing activities	(1,711)	(1,209)
Increase (decrease) in cash and cash equivalents	(40)	(235)
Cash and cash equivalents:
Beginning of period	570	565
End of period	530	330
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of amounts capitalized	36	35
Capital investments accrued but not yet paid	103	122
Income taxes paid, net of refunds	$ 908	$ 496

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Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions	Total	Common Stock and Paid-in Capital [Member]	Retained Earnings [Member]	Intercompany Notes Receivable	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2015					$ 48
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss), net of tax	$ 1,906
Balance at Jun. 30, 2016					47
Balance at Dec. 31, 2016	54,138	$ 42,920	$ 27,218	$ (16,119)	119
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in intercompany notes receivable	(1,660)			(1,660)
Comprehensive income (loss), net of tax	2,165	0	2,167		(2)
Balance at Jun. 30, 2017	$ 54,643	$ 42,920	$ 29,385	$ (17,779)	$ 117

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Accounting Policies and Interim Results

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounting Policies and Interim Results

Accounting Policies and Interim Results

The Consolidated Financial Statements should be read in conjunction with BNSF Railway Company’s Annual Report on Form 10-K for the year ended December 31, 2016, including the financial statements and notes thereto. The Consolidated Financial Statements include the accounts of BNSF Railway Company and its majority-owned subsidiaries, all of which are separate legal entities (collectively, BNSF Railway or the Company). BNSF Railway is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC (BNSF), and is the principal operating subsidiary of BNSF. All intercompany accounts and transactions have been eliminated.

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 (Merger) of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC. Earnings per share data is not presented because BNSF Railway has only one holder of its common stock.

The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. In the opinion of management, the unaudited financial statements reflect all adjustments (consisting of only normal recurring adjustments, except as disclosed) necessary for a fair statement of BNSF Railway’s consolidated financial position as of June 30, 2017, and the results of operations for the three and six months ended June 30, 2017 and 2016.

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Accounts Receivable, Net

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable, net consists of freight and other receivables, reduced by an allowance for bill adjustments and uncollectible accounts, based upon expected collectibility. At each period ended June 30, 2017 and December 31, 2016, $87 million of such allowances had been recorded.

At June 30, 2017 and December 31, 2016, $84 million and $86 million, respectively, of accounts receivable were greater than 90 days old.

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Investments

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Investments

BNSF Railway holds investments which are classified as trading securities and included in Other Assets on the balance sheet. The following table summarizes the fair value of investments held as of June 30, 2017 and December 31, 2016 (in millions):

	June 30, 2017		December 31, 2016
Debt securities	$	48	$	47
Equity securities	60		60
Total	$	108	$	107

The fair value measurements of BNSF Railway’s debt securities are based on Level 2 inputs and equity securities are based on Level 1 inputs, using a market approach. The following table presents gains and losses recognized in earnings for the Company (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Gains	$	3	$	2	$	7	$	7
Losses	—		—		—		(4		)
Net Gain	$	3	$	2	$	7	$	3

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Other Intangible Assets and Liabilities

6 Months Ended

Jun. 30, 2017

Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]

Other Intangible Assets and Liabilities

Other Intangible Assets and Liabilities

Intangible assets and liabilities were as follows (in millions):

	As of June 30, 2017				As of December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	637	$	230	$	637	$	214
Intangible liabilities	$	1,403	$	884	$	1,403	$	836

As of June 30, 2017 and December 31, 2016, intangible assets primarily consisted of franchise and customer assets. Intangible liabilities primarily consisted of customer and shortline contracts which were in an unfavorable position at the date of Merger.

Amortizable intangible assets and liabilities are amortized based on the estimated pattern in which the economic benefits are expected to be consumed or on a straight-line basis over their estimated economic lives.

Amortization of intangible assets and liabilities was as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization of intangible assets	$	8	$	7	$	16	$	15
Amortization of intangible liabilities	$	24	$	25	$	48	$	50

Amortization of intangible assets and liabilities for the next five years is expected to approximate the following (in millions):

	Amortization of intangible assets		Amortization of intangible liabilities
Remainder of 2017	$	15	$	48
2018	$	31	$	90
2019	$	31	$	27
2020	$	31	$	26
2021	$	31	$	24

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Other Assets

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Assets

Other Assets

In July 2010, the Company entered into a low-income housing partnership (the Partnership) as the limited partner, holding a 99.9% interest in the Partnership. The Partnership is a variable interest entity (VIE), with the purpose of developing and operating low-income housing rental properties. Recovery of the Company’s investment is accomplished through the utilization of low-income housing tax credits and the tax benefits of Partnership losses. The general partner, who holds a 0.1% interest in the Partnership, is an unrelated third party and is responsible for controlling and managing the business and financial operation of the Partnership. As the Company does not have the power to direct the activities that most significantly impact the Partnership’s economic performance, the Company is not the primary beneficiary and therefore, does not consolidate the Partnership. The Company does not provide financial support to the Partnership that it was not previously contractually obligated to provide.

The Company has accounted for its investment in the Partnership using the effective yield method. The risk of loss of the Company’s investment in the Partnership is considered low as an affiliate of the general partner has provided certain guarantees of tax credits and minimum annual returns. For the six months ended June 30, 2017 and 2016, the Company recognized a reduction to income tax expense of $17 million and $23 million, respectively. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information related to this Partnership (in millions):

	June 30, 2017		December 31, 2016
Unamortized investment balance classified as Other Assets	$	161	$	196
Maximum exposure to loss	$	161	$	196

Included within Other Assets are capitalized right-to-use fixed assets of $920 million and $895 million, and related accumulated amortization of $276 million and $265 million, at June 30, 2017 and December 31, 2016, respectively.

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Debt

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Debt

Debt

Fair Value of Debt Instruments

At June 30, 2017, and December 31, 2016, the fair value of BNSF Railway’s debt, excluding capital leases, was $1,107 million and $1,127 million, respectively, while the book value, which also excludes capital leases and the associated unamortized fair value adjustment under acquisition method accounting related to capital leases, was $994 million and $1,024 million, respectively. The fair value of BNSF Railway’s debt is primarily based on market value price models using observable market-based data for the same or similar issues, or on the estimated rates that would be offered to BNSF Railway for debt of the same remaining maturities (Level 2 inputs).

Guarantees

As of June 30, 2017, BNSF Railway has not been called upon to perform under the guarantees specifically disclosed in this footnote and does not anticipate a significant performance risk in the foreseeable future.

Debt and other obligations of non-consolidated entities guaranteed by the Company as of June 30, 2017, were as follows (dollars in millions):

	Guarantees
	BNSF Railway Ownership Percentage		Principal Amount Guaranteed		Maximum Future Payments		Maximum Recourse Amounta		Remaining Term (in years)	Capitalized Obligations
Kinder Morgan Energy Partners, L.P.	0.5	%	$	190	$	190	$	—	Termination of Ownership	$	2	b
Chevron Phillips Chemical Company LP	—	%	N/Ad		N/Ad		N/Ad		10	$	21	c

^a  Reflects the maximum amount the Company could recover from a third party other than the counterparty.

^b  Reflects capitalized obligations that are recorded on the Company’s Consolidated Balance Sheet.

^c  Reflects the asset and corresponding liability for the fair value of these guarantees required by authoritative accounting guidance related to guarantees.

^d  There is no cap to the liability that can be sought from BNSF Railway for BNSF Railway’s negligence or the negligence of the indemnified party. However, BNSF Railway could receive reimbursement from certain insurance policies if the liability exceeds a certain amount.

Kinder Morgan Energy Partners, L.P.

Santa Fe Pacific Pipelines, Inc., an indirect, wholly-owned subsidiary of BNSF Railway, has a guarantee in connection with its remaining special limited partnership interest in Santa Fe Pacific Pipeline Partners, L.P. (SFPP), a subsidiary of Kinder Morgan Energy Partners, L.P., to be paid only upon default by the partnership. All obligations with respect to the guarantee will cease upon termination of ownership rights, which would occur upon a put notice issued by BNSF Railway or the exercise of the call rights by the general partners of SFPP.

Chevron Phillips Chemical Company LP

BNSF Railway has an indemnity agreement with Chevron Phillips Chemical Company LP (Chevron Phillips), granting certain rights of indemnity from BNSF Railway, in order to facilitate access to a storage facility. Under certain circumstances, payment under this obligation may be required in the event Chevron Phillips were to incur certain liabilities or other incremental costs resulting from trackage access.

Indemnities

In the ordinary course of business, BNSF Railway enters into agreements with third parties that include indemnification clauses. The Company believes that these clauses are generally customary for the types of agreements in which they are included. At times, these clauses may involve indemnification for the acts of the Company, its employees and agents, indemnification for another party’s acts, indemnification for future events, indemnification based upon a certain standard of performance, indemnification for liabilities arising out of the Company’s use of leased equipment or other property, or other types of indemnification. Despite the uncertainty whether events which would trigger the indemnification obligations would ever occur, the Company does not believe that these indemnity agreements will have a material adverse effect on the Company’s results of operations, financial position or liquidity. Additionally, the Company believes that, due to lack of historical payment experience, the fair value of indemnities cannot be estimated with any amount of certainty and that the fair value of any such amount would be immaterial to the Consolidated Financial Statements. Agreements that reflect unique circumstances, particularly agreements that contain guarantees that indemnify for another party’s acts, are disclosed separately, if appropriate. Unless separately disclosed above, no fair value liability related to indemnities has been recorded in the Consolidated Financial Statements.

Variable Interest Entities - Leases

BNSF Railway has entered into various lease transactions in which the structure of the lease contains VIEs. These leases are primarily for equipment. These VIEs were created solely for the lease transactions and have no other activities, assets or liabilities outside of the lease transactions. In some of the arrangements, BNSF Railway has the option to purchase some or all of the leased assets at a fixed price, thereby creating variable interests for BNSF Railway in the VIEs. The future minimum lease payments associated with the VIE leases were approximately $2 billion as of June 30, 2017.

In the event the leased asset is destroyed, BNSF Railway is generally obligated to either replace the asset or pay a fixed loss amount. The inclusion of the fixed loss amount is a standard clause within the lease arrangements. Historically, BNSF Railway has not incurred significant losses related to this clause. As such, it is not anticipated that the maximum exposure to loss would materially differ from the future minimum lease payments.

BNSF Railway does not provide financial support to the VIEs that it was not previously contractually obligated to provide.

BNSF Railway maintains and operates the leased assets based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the industry. As such, BNSF Railway has no control over activities that could materially impact the fair value of the leased assets. BNSF Railway does not hold the power to direct the activities of the VIEs and therefore does not control the ongoing activities that have a significant impact on the economic performance of the VIEs. Additionally, BNSF Railway does not have the obligation to absorb losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the VIEs. Depending on market conditions, the fixed-price purchase options could potentially provide benefit to the Company; however, any benefits potentially received from a fixed-price purchase option are generally expected to be minimal. Based on these factors, BNSF Railway is not the primary beneficiary of the VIEs. As BNSF Railway is not the primary beneficiary and the majority of the VIE leases are operating leases, the assets and liabilities related to the VIEs recorded in the Company’s Consolidated Balance Sheet are immaterial.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Personal Injury

Personal injury claims, including asbestos claims and employee work-related injuries and third-party injuries (collectively, other personal injury), are a significant expense for the railroad industry. Personal injury claims by BNSF Railway employees are subject to the provisions of the Federal Employers’ Liability Act (FELA) rather than state workers’ compensation laws. FELA’s system of requiring the finding of fault, coupled with unscheduled awards and reliance on the jury system, contributed to increased expenses in past years. Other proceedings include claims by non-employees for punitive as well as compensatory damages. A few proceedings purport to be class actions. The variability present in settling these claims, including non-employee personal injury and matters in which punitive damages are alleged, could result in increased expenses in future years. BNSF Railway has implemented a number of safety programs designed to reduce the number of personal injuries as well as the associated claims and personal injury expense.

BNSF Railway records an undiscounted liability for personal injury claims when the expected loss is both probable and reasonably estimable. The liability and ultimate expense projections are estimated using standard actuarial methodologies. Liabilities recorded for unasserted personal injury claims are based on information currently available. Due to the inherent uncertainty involved in projecting future events such as the number of claims filed each year, developments in judicial and legislative standards and the average costs to settle projected claims, actual costs may differ from amounts recorded. BNSF Railway has obtained insurance coverage for certain claims, as discussed under the heading “BNSF Insurance Company.” Expense accruals and any required adjustments are classified as materials and other in the Consolidated Statements of Income.

Asbestos

The Company is party to a number of personal injury claims by employees and non-employees who may have been exposed to asbestos. The heaviest exposure for certain BNSF Railway employees was due to work conducted in and around the use of steam locomotive engines that were phased out between the years of 1950 and 1967. However, other types of exposures, including exposure from locomotive component parts and building materials, continued after 1967 until they were substantially eliminated at BNSF Railway by 1985.

BNSF Railway assesses its unasserted asbestos liability exposure on an annual basis during the third quarter. BNSF Railway determines its asbestos liability by estimating its exposed population, the number of claims likely to be filed, the number of claims that will likely require payment and the estimated cost per claim. Estimated filing and dismissal rates and average cost per claim are determined utilizing recent claim data and trends.

Throughout the year, BNSF Railway monitors actual experience against the number of forecasted claims and expected claim payments and will record adjustments to the Company’s estimates as necessary.

Based on BNSF Railway’s estimate of the potentially exposed employees and related mortality assumptions, it is anticipated that unasserted asbestos claims will continue to be filed through the year 2050. The Company recorded an amount for the full estimated filing period through 2050 because it had a relatively finite exposed population (former and current employees hired prior to 1985), which it was able to identify and reasonably estimate and about which it had obtained reliable demographic data (including age, hire date and occupation) derived from industry or BNSF Railway specific data that was the basis for the study. BNSF Railway projects that approximately 65, 80 and 95 percent of the future unasserted asbestos claims will be filed within the next 10, 15 and 25 years, respectively.

Other Personal Injury

BNSF Railway estimates its other personal injury liability claims and expense quarterly based on the covered population, activity levels and trends in frequency and the costs of covered injuries. Estimates include unasserted claims except for certain repetitive stress and other occupational trauma claims that allegedly result from prolonged repeated events or exposure. Such claims are estimated on an as-reported basis because the Company cannot estimate the range of reasonably possible loss due to other non-work related contributing causes of such injuries and the fact that continued exposure is required for the potential injury to manifest itself as a claim. BNSF Railway has not experienced any significant adverse trends related to these types of claims in recent years.

BNSF Railway monitors quarterly actual experience against the number of forecasted claims to be received, the forecasted number of claims closing with payment and expected claim payments. Adjustments to the Company’s estimates are recorded quarterly as necessary or more frequently as new events or revised estimates develop.

The following table summarizes the activity in the Company’s accrued obligations for asbestos and other personal injury matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	371
Accruals	4			17
Payments	(7		)	(19		)
Ending balance	$	364		$	369

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	375
Accruals	18			50
Payments	(21		)	(56		)
Ending balance	$	364		$	369

At June 30, 2017 and December 31, 2016, $80 million and $85 million was included in current liabilities, respectively. Defense and processing costs, which are recorded on an as-reported basis, were not included in the recorded liability. The Company is primarily self-insured for personal injury claims.

Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle personal injury claims may range from approximately $320 million to $435 million. However, BNSF Railway believes that the $364 million recorded at June 30, 2017 is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

The amounts recorded by BNSF Railway for personal injury liabilities were based upon currently known facts. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding personal injury litigation in the United States, could cause the actual costs to be higher or lower than projected.

Although the final outcome of personal injury matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

BNSF Insurance Company

Burlington Northern Santa Fe Insurance Company, Ltd. (BNSFIC), a wholly-owned subsidiary of BNSF, offers insurance coverage for certain risks, FELA claims, railroad protective and force account insurance claims and certain excess general liability and property coverage, and certain other claims which are subject to reinsurance. During the six months ended June 30, 2017 and 2016, BNSFIC wrote insurance coverage with premiums totaling $74 million and $70 million, respectively, for BNSF Railway, net of reimbursements from third parties. During this same time, BNSF Railway recognized $36 million and $35 million, respectively, in expense related to those premiums, which is classified as purchased services in the Consolidated Statements of Income. At June 30, 2017 and December 31, 2016, unamortized premiums remaining on the Consolidated Balance Sheet were $43 million and $5 million, respectively. During the six months ended June 30, 2017 and 2016, BNSFIC made claim payments totaling $12 million and $59 million, respectively, for settlement of covered claims. At June 30, 2017 and December 31, 2016, claims receivables from BNSFIC were $1 million and $3 million, respectively.

Environmental

The Company’s operations, as well as those of its competitors, are subject to extensive federal, state and local environmental regulation. BNSF Railway’s operating procedures include practices to protect the environment from the risks inherent in railroad operations, which frequently involve transporting chemicals and other hazardous materials. Additionally, many of BNSF Railway’s land holdings are and have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. As a result, BNSF Railway is subject to environmental cleanup and enforcement actions. In particular, the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. BNSF Railway has been notified that it is a potentially responsible party (PRP) for study and cleanup costs at Superfund sites for which investigation and remediation payments are or will be made or are yet to be determined (the Superfund sites) and, in many instances, is one of several PRPs. In addition, BNSF Railway may be considered a PRP under certain other laws. Accordingly, under CERCLA and other federal and state statutes, BNSF Railway may be held jointly and severally liable for all environmental costs associated with a particular site. If there are other PRPs, BNSF Railway generally participates in the cleanup of these sites through cost-sharing agreements with terms that vary from site to site. Costs are typically allocated based on such factors as relative volumetric contribution of material, the amount of time the site was owned or operated and/or the portion of the total site owned or operated by each PRP.

BNSF Railway is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for 217 sites, including 17 Superfund sites, at which it is participating in the study or cleanup, or both, of alleged environmental contamination.

Liabilities for environmental cleanup costs are recorded when BNSF Railway’s liability for environmental cleanup is probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Environmental costs include initial site surveys and environmental studies as well as costs for remediation of sites determined to be contaminated.

BNSF Railway estimates the ultimate cost of cleanup efforts at its known environmental sites on an annual basis during the third quarter. Ultimate cost estimates for environmental sites are based on current estimated percentage to closure ratios, possible remediation work plans and estimates of the costs and likelihood of each possible outcome, historical payment patterns, and benchmark patterns developed from data accumulated from industry and public sources, including the Environmental Protection Agency and other governmental agencies. These factors incorporate into the estimates experience gained from cleanup efforts at other similar sites.

Annual studies do not include: (i) contaminated sites of which the Company is not aware; (ii) additional amounts for third-party tort claims, which arise out of contaminants allegedly migrating from BNSF Railway property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF Railway continues to estimate third-party tort claims on a site by site basis when the liability for such claims is probable and reasonably estimable. BNSF Railway’s recorded liability for third-party tort claims as of June 30, 2017 and December 31, 2016 was $9 million and $12 million, respectively.

On a quarterly basis, BNSF Railway monitors actual experience against the forecasted remediation and related payments made on existing sites and conducts ongoing environmental contingency analyses, which consider a combination of factors including independent consulting reports, site visits, legal reviews and analysis of the likelihood of other PRPs’ participation in, and their ability to pay for, cleanup. Adjustments to the Company’s estimates will continue to be recorded as necessary based on developments in subsequent periods. Additionally, environmental accruals, which are classified as materials and other in the Consolidated Statements of Income, include amounts for newly identified sites or contaminants, third-party claims and legal fees incurred for defense of third-party claims and recovery efforts.

The following table summarizes the activity in the Company’s accrued obligations for environmental matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	335		$	362
Accruals	(2		)	—
Payments	(7		)	(7		)
Ending balance	$	326		$	355

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	342		$	369
Accruals	(1		)	—
Payments	(15		)	(14		)
Ending balance	$	326		$	355

At June 30, 2017 and December 31, 2016, $40 million was included in current liabilities for both periods.

BNSF Railway’s environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at June 30, 2017, will be paid over the next ten years, and no individual site is considered to be material.

Liabilities recorded for environmental costs represent BNSF Railway’s best estimate of its probable future obligation for the remediation and settlement of these sites and include both asserted and unasserted claims. Although recorded liabilities include BNSF Railway’s best estimate of all probable costs, without reduction for anticipated recoveries from third parties, BNSF Railway’s total cleanup costs at these sites cannot be predicted with certainty due to various factors such as the extent of corrective actions that may be required, evolving environmental laws and regulations, advances in environmental technology, the extent of other parties’ participation in cleanup efforts, developments in ongoing environmental analyses related to sites determined to be contaminated and developments in environmental surveys and studies of contaminated sites.

Because of the uncertainty surrounding these factors, it is reasonably possible that future costs for environmental liabilities may range from approximately $260 million to $435 million. However, BNSF Railway believes that the $326 million recorded at June 30, 2017, is the best estimate of the Company’s future obligation for environmental costs.

Although the final outcome of these environmental matters cannot be predicted with certainty, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Other Claims and Litigation

In addition to asbestos, other personal injury and environmental matters discussed above, BNSF Railway and its subsidiaries are also parties to a number of other legal actions and claims, governmental proceedings and private civil suits arising in the ordinary course of business, including those related to disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for punitive as well as compensatory damages and from time to time may include proceedings that purport to be class actions. Although the final outcome of these matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, BNSF Railway currently believes that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

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Employment Benefit Plans

6 Months Ended

Jun. 30, 2017

Retirement Benefits [Abstract]

Employment Benefit Plans

Employment Benefit Plans

Components of the net cost for the periods presented below for certain employee benefit plans were as follows (in millions):

	Pension Benefits
	Three Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	11		$	11
Interest cost	22			24
Expected return on plan assets	(37		)	(36		)
Net credit recognized	$	(4	)	$	(1	)

	Pension Benefits
	Six Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	21		$	23
Interest cost	44			48
Expected return on plan assets	(74		)	(72		)
Net credit recognized	$	(9	)	$	(1	)

	Retiree Health and Welfare Benefits
	Three Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	2			2
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	2		$	2

	Retiree Health and Welfare Benefits
	Six Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	4			5
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	4		$	5

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Related Party Transactions

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

BNSF Railway is involved with BNSF and certain of its subsidiaries in related party transactions in the ordinary course of business, which include payments made on each other’s behalf and performance of services. Under the terms of a tax allocation agreement with BNSF, BNSF Railway made federal and state income tax payments, net of refunds, of $882 million and $477 million during the six months ended June 30, 2017 and 2016, respectively, which are reflected in changes in working capital in the Consolidated Statement of Cash Flows. As of June 30, 2017 and December 31, 2016, BNSF Railway had a tax payable to BNSF of $538 million and $482 million, respectively.

At June 30, 2017 and December 31, 2016, BNSF Railway had $292 million and $322 million, respectively, of intercompany receivables which are reflected in accounts receivable in the respective Consolidated Balance Sheets. At June 30, 2017 and December 31, 2016, BNSF Railway had $39 million and $16 million of intercompany payables, respectively, which are reflected in accounts payable in the respective Consolidated Balance Sheets. Net intercompany balances are settled in the ordinary course of business.

At June 30, 2017 and December 31, 2016, BNSF Railway had $17,779 million and $16,119 million, respectively, of intercompany notes receivable from BNSF. The $1,660 millionincrease in intercompany notes receivable was due to loans to BNSF of $1,688 million, partially offset by repayments received of $28 million during the six months ended June 30, 2017. All intercompany notes have a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. Interest is collected semi-annually on all intercompany notes receivable. Interest income from intercompany notes receivable is presented in interest income, related parties in the Consolidated Statements of Income.

BNSF Railway engages in various transactions with related parties in the ordinary course of business. The following table summarizes revenues earned by BNSF Railway for services provided to related parties and expenditures to related parties (in millions):

	Three Months Ended June 30,
	2017		2016
Revenues	$	33	$	38
Expenditures	$	94	$	80

	Six Months Ended June 30,
	2017		2016
Revenues	$	71	$	85
Expenditures	$	185	$	165

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Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in accumulated other comprehensive income, a component of equity within the Consolidated Balance Sheets, rather than net income on the Consolidated Statements of Income. Under existing accounting standards, other comprehensive income may include, among other things, unrecognized gains and losses and prior service credit related to pension and other postretirement benefit plans.    

The following tables provide the components of accumulated other comprehensive income / (loss) (AOCI) by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2016	$	122		$	(3	)	$	119
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	(1		)	—			(1		)
Balance at June 30, 2017	$	121		$	(4	)	$	117
Balance at December 31, 2015	$	50		$	(2	)	$	48
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	—			—			—
Balance at June 30, 2016	$	50		$	(3	)	$	47

^a Amounts are net of tax.

Reclassifications out of AOCIb
	Three Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax
	Six Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax

^b Amounts in parenthesis indicate debits to the income statement.

^c This accumulated other comprehensive income component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 8 for additional details).

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Accounting Pronouncements

6 Months Ended

Jun. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Accounting Pronouncements

Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606). The guidance in ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. ASU 2014-09 applies to most contracts with customers. Insurance and leasing contracts are excluded from the scope. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identification of the contract, (b) identification of the performance obligation under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligation and (e) recognition of revenue as the identified performance obligation is satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 is effective for public companies in annual reporting periods beginning after December 15, 2017. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company expects to use the modified retrospective method when implementing this standard in first quarter 2018. The Company has completed a review of the impacts of the application of the new standard to its existing customer contracts. Under the new standard, the Company will continue to recognize transportation revenues based upon the proportion of the service provided as of the balance sheet date. Furthermore, the Company will assess variable consideration at each reporting period. Based on the Company’s review, the adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. At December 31, 2016, BNSF Railway had long-term operating leases with approximately $3.4 billion of remaining minimum lease payments. This new standard will require the present value of these leases to be recorded in the Consolidated Balance Sheets as a right of use asset and lease liability.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07 (ASU 2017-07), Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 requires an entity to present the service cost component of net benefit cost in the same line item as other current employee compensation costs (including being capitalized, if appropriate, as part of an asset). The other components of net benefit cost would be presented separately in the statements of income and below income from operations. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. This new standard will be applied retrospectively for the presentation of the service cost component and other components of net periodic pension and posretirement benefit cost in the income statement. ASU 2017-07 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

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Investments (Tables)

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Trading Securities [Table Text Block]

The following table summarizes the fair value of investments held as of June 30, 2017 and December 31, 2016 (in millions):

	June 30, 2017		December 31, 2016
Debt securities	$	48	$	47
Equity securities	60		60
Total	$	108	$	107

Realized Gain (Loss) on Investments [Table Text Block]

The following table presents gains and losses recognized in earnings for the Company (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Gains	$	3	$	2	$	7	$	7
Losses	—		—		—		(4		)
Net Gain	$	3	$	2	$	7	$	3

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Other Intangible Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2017

Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]

Schedule of Finite-Lived Intangible Assets and Liabilities

Intangible assets and liabilities were as follows (in millions):

	As of June 30, 2017				As of December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	637	$	230	$	637	$	214
Intangible liabilities	$	1,403	$	884	$	1,403	$	836

Schedule of Finite-Lived Intangible Assets and Liabilities Amortization Expense

Amortization of intangible assets and liabilities was as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization of intangible assets	$	8	$	7	$	16	$	15
Amortization of intangible liabilities	$	24	$	25	$	48	$	50

Schedule of Finite-Lived Intangible Assets and Liabilities, Future Amortization Expense

Amortization of intangible assets and liabilities for the next five years is expected to approximate the following (in millions):

	Amortization of intangible assets		Amortization of intangible liabilities
Remainder of 2017	$	15	$	48
2018	$	31	$	90
2019	$	31	$	27
2020	$	31	$	26
2021	$	31	$	24

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following table provides information related to this Partnership (in millions):

	June 30, 2017		December 31, 2016
Unamortized investment balance classified as Other Assets	$	161	$	196
Maximum exposure to loss	$	161	$	196

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Debt (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of Guarantor Obligations

Debt and other obligations of non-consolidated entities guaranteed by the Company as of June 30, 2017, were as follows (dollars in millions):

	Guarantees
	BNSF Railway Ownership Percentage		Principal Amount Guaranteed		Maximum Future Payments		Maximum Recourse Amounta		Remaining Term (in years)	Capitalized Obligations
Kinder Morgan Energy Partners, L.P.	0.5	%	$	190	$	190	$	—	Termination of Ownership	$	2	b
Chevron Phillips Chemical Company LP	—	%	N/Ad		N/Ad		N/Ad		10	$	21	c

^a  Reflects the maximum amount the Company could recover from a third party other than the counterparty.

^b  Reflects capitalized obligations that are recorded on the Company’s Consolidated Balance Sheet.

^c  Reflects the asset and corresponding liability for the fair value of these guarantees required by authoritative accounting guidance related to guarantees.

^d  There is no cap to the liability that can be sought from BNSF Railway for BNSF Railway’s negligence or the negligence of the indemnified party. However, BNSF Railway could receive reimbursement from certain insurance policies if the liability exceeds a certain amount.

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Loss Contingencies by Contingency

The following table summarizes the activity in the Company’s accrued obligations for asbestos and other personal injury matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	371
Accruals	4			17
Payments	(7		)	(19		)
Ending balance	$	364		$	369

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	367		$	375
Accruals	18			50
Payments	(21		)	(56		)
Ending balance	$	364		$	369

Accrual for Environmental Loss Contingencies

The following table summarizes the activity in the Company’s accrued obligations for environmental matters (in millions):

	Three Months Ended June 30,
	2017			2016
Beginning balance	$	335		$	362
Accruals	(2		)	—
Payments	(7		)	(7		)
Ending balance	$	326		$	355

	Six Months Ended June 30,
	2017			2016
Beginning balance	$	342		$	369
Accruals	(1		)	—
Payments	(15		)	(14		)
Ending balance	$	326		$	355

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Employment Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2017

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

Components of the net cost for the periods presented below for certain employee benefit plans were as follows (in millions):

	Pension Benefits
	Three Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	11		$	11
Interest cost	22			24
Expected return on plan assets	(37		)	(36		)
Net credit recognized	$	(4	)	$	(1	)

	Pension Benefits
	Six Months Ended June 30,
Net Cost (Credit)	2017			2016
Service cost	$	21		$	23
Interest cost	44			48
Expected return on plan assets	(74		)	(72		)
Net credit recognized	$	(9	)	$	(1	)

	Retiree Health and Welfare Benefits
	Three Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	2			2
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	2		$	2

	Retiree Health and Welfare Benefits
	Six Months Ended June 30,
Net Cost	2017			2016
Service cost	$	1		$	1
Interest cost	4			5
Amortization of prior service credits	(1		)	(1		)
Net cost recognized	$	4		$	5

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2017

Related Party Transaction [Line Items]

Schedule of Related Party Transactions [Table Text Block]

The following table summarizes revenues earned by BNSF Railway for services provided to related parties and expenditures to related parties (in millions):

	Three Months Ended June 30,
	2017		2016
Revenues	$	33	$	38
Expenditures	$	94	$	80

	Six Months Ended June 30,
	2017		2016
Revenues	$	71	$	85
Expenditures	$	185	$	165

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2017

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following tables provide the components of accumulated other comprehensive income / (loss) (AOCI) by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2016	$	122		$	(3	)	$	119
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	(1		)	—			(1		)
Balance at June 30, 2017	$	121		$	(4	)	$	117
Balance at December 31, 2015	$	50		$	(2	)	$	48
Other comprehensive (loss) before reclassifications	—			(1		)	(1		)
Amounts reclassified from AOCI	—			—			—
Balance at June 30, 2016	$	50		$	(3	)	$	47

^a Amounts are net of tax.

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

Reclassifications out of AOCIb
	Three Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax
	Six Months Ended June 30,
Details about AOCI Components	2017		2016			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Prior service credits	$	1	$	1		c
	1		1			Total before tax
	—		(1		)	Tax benefit / (expense)
Total reclassifications for the period	$	1	$	—		Net of tax

^b Amounts in parenthesis indicate debits to the income statement.

^c This accumulated other comprehensive income component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 8 for additional details).

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Accounting Policies and Interim Results (Details) - Burlington Northern Santa Fe Corporation [Member]	Jun. 30, 2017	Feb. 12, 2010
Business Acquisition [Line Items]
Acquired remaining outstanding shares, percentage		100.00%
Holders of common stock	1

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Accounts Receivable, Net (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Allowance for bill adjustments and uncollectible accounts	$ 87	$ 87
Accounts receivable greater than 90 days old	1,487	1,508
Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Accounts receivable greater than 90 days old	$ 84	$ 86

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Investments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Schedule of Trading Securities [Line Items]
Trading Securities, Debt	$ 48		$ 48		$ 47
Trading Securities, Equity	60		60		60
Trading Securities, Total	108		108		$ 107
Trading Securities, Recognized Gain	3	$ 2	7	$ 7
Trading Securities, Recognized (Loss)	0	0	0	(4)
Trading Securities, Recognized Net Gain (Loss)	$ 3	$ 2	$ 7	$ 3

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Other Intangible Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Amortized intangible assets, gross carrying amount	$ 637		$ 637		$ 637
Amortized intangible assets, accumulated amortization	230		230		214
Amortized intangible liabilities, gross carrying amount	1,403		1,403		1,403
Amortized intangible liabilities, accumulated amortization	884		884		$ 836
Amortization of intangible assets	8	$ 7	16	$ 15
Amortization of intangible liabilities	24	$ 25	48	$ 50
Finite-Lived Intangible Assets and Liabilities, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Amortization of intangible assets, Remainder of 2017	15		15
Amortization of intangible liabilities, Remainder of 2017	48		48
Amortization of intangible assets, 2018	31		31
Amortization of intangible liabilities, 2018	90		90
Amortization of intangible assets, 2019	31		31
Amortization of intangible liabilities, 2019	27		27
Amortization of intangible assets, 2020	31		31
Amortization of intangible liabilities, 2020	26		26
Amortization of intangible assets, 2021	31		31
Amortization of intangible liabilities, 2021	$ 24		$ 24

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Other Assets Low Income Housing (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Jul. 31, 2010	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Company limited partner holding interest, percentage	99.90%
Tax credits, reduction to income tax expense		$ 17	$ 23
Unamortized investment balance classified as Other Assets		161		$ 196
Maximum exposure to loss		$ 161		$ 196
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
General partner holding interest, percentage	0.10%

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Other Assets Right-of-use Fixed Assets (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Right to use fixed assets	$ 920	$ 895
Accumulated amortization on right-to-use fixed assets	7,923	6,124
Right to use fixed assets [Member]
Property, Plant and Equipment [Line Items]
Accumulated amortization on right-to-use fixed assets	$ 276	$ 265

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Debt Fair Value of Debt Instruments (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Fair value of debt excluding capital leases	$ 1,107	$ 1,127
Book value of debt excluding capital leases and the associated unamortized fair value adjustment	$ 994	$ 1,024

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Debt Guarantees (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Kinder Morgan Energy Partners, L.P. | Payment Guarantee
Guarantor Obligations [Line Items]
BNSF Railway Ownership Percentage	0.50%
Principal Amount Guaranteed	$ 190
Maximum Future Payments	190
Maximum Recourse Amount	0	[1]
Capitalized Obligations	$ 2	[2]
Chevron Phillips Chemical Company, LP | Indemnification Agreement
Guarantor Obligations [Line Items]
BNSF Railway Ownership Percentage	0.00%
Remaining Term (in years)	10 years
Capitalized Obligations	$ 21	[3]

[1] Reflects the maximum amount the Company could recover from a third party other than the counterparty.

[2] Reflects capitalized obligations that are recorded on the Company’s Consolidated Balance Sheet.

[3] Reflects the asset and corresponding liability for the fair value of these guarantees required by authoritative accounting guidance related to guarantees.

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Debt Variable Interest Entities - Leases (Details) $ in Billions	Jun. 30, 2017 USD ($)
Variable Interest Entity, Not Primary Beneficiary | Equipment [Member]
Operating Leased Assets [Line Items]
Future minimum lease payments	$ 2

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Commitments and Contingencies Personal Injury (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Unasserted Claim
Asbestos and Personal Injury [Abstract]
Percent of future unasserted asbestos claims to be filed within the next ten years	65.00%		65.00%
Percent of future unasserted asbestos claims to be filed within the next fifteen years	80.00%		80.00%
Percent of future unasserted asbestos claims to be filed within the next twenty-five years	95.00%		95.00%
Length in Years for 65 Percent of Future Unasserted Asbestos Claims to be Filed			10 years
Length in years for 80 percent of future unasserted asbestos claims to be filed			15 years
Length in years for 95 percent of future unasserted asbestos claims to be filed			25 years
Personal Injury [Member]
Asbestos and Personal Injury [Abstract]
Accrued obligations for asbestos and other personal injury matters, current liabilities	$ 80		$ 80		$ 85
Loss Contingency Accrual [Roll Forward]
Beginning balance	367	$ 371	367	$ 375
Accruals	4	17	18	50
Payments	(7)	(19)	(21)	(56)
Ending balance	364	$ 369	364	$ 369
Personal Injury [Member] | Minimum [Member]
Asbestos and Personal Injury [Abstract]
Future costs to settle claims and associated liability	320		320
Personal Injury [Member] | Maximum [Member]
Asbestos and Personal Injury [Abstract]
Future costs to settle claims and associated liability	$ 435		$ 435

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Commitments and Contingencies Insurance (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Insurance [Line Items]
Expense related to insurance premiums	$ 36	$ 35
Unamortized insurance premiums	43		$ 5
Insurance claims receivable	1		$ 3
BNSF Insurance Company [Member]
Insurance [Line Items]
Insurance coverage premiums written, net of reimbursements from third parties	74	70
Insurance claims paid	$ 12	$ 59

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Commitments and Contingencies Environmental (Details) - Environmental Issue [Member] $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) sites	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) sites	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Loss Contingencies [Line Items]
Number of alleged environmental contamination sites (in sites) | sites	217		217
Number of environmental superfund sites (in sites) | sites	17		17
Liability for third-party environmental tort claims	$ 9		$ 9		$ 12
Accrued obligations for environmental matters, current liabilities	$ 40		$ 40		$ 40
Years in which accrued environmental costs will be paid over	10		10
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning balance	$ 335	$ 362	$ 342	$ 369
Accruals	(2)	0	(1)	0
Payments	(7)	(7)	(15)	(14)
Ending balance	326	$ 355	326	$ 355
Minimum [Member]
Loss Contingencies [Line Items]
Future costs to settle claims and associated liability	260		260
Maximum [Member]
Loss Contingencies [Line Items]
Future costs to settle claims and associated liability	$ 435		$ 435

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Employment Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension Plan [Member]
Net Cost
Service cost	$ 11	$ 11	$ 21	$ 23
Interest cost	22	24	44	48
Expected return on plan assets	(37)	(36)	(74)	(72)
Net cost (credit) recognized	(4)	(1)	(9)	(1)
Retiree Health and Welfare Benefits [Member]
Net Cost
Service cost	1	1	1	1
Interest cost	2	2	4	5
Amortization of prior service credits	(1)	(1)	(1)	(1)
Net cost (credit) recognized	$ 2	$ 2	$ 4	$ 5

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Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Intercompany notes receivable	$ 17,779		$ 17,779		$ 16,119
Change in intercompany notes receivable			1,660	$ 1,132
Revenues earned for services provided to related parties	33	$ 38	71	85
Expenditures to related parties	94	$ 80	185	165
Parent Company
Related Party Transaction [Line Items]
Federal and state income tax payments, net of refunds			882	$ 477
Tax payable to parent by reporting entity	538		538		482
Intercompany notes receivable	17,779		17,779		16,119
Change in intercompany notes receivable			1,660
Loans to parent company			1,688
Repayment of loans from parent company			28
Affiliated Entity
Related Party Transaction [Line Items]
Intercompany receivables	292		292		322
Intercompany payables	$ 39		$ 39		$ 16
Effective Federal Funds Rate [Member] | Parent Company
Related Party Transaction [Line Items]
Intercompany notes variable interest rate, percent above the monthly average of the daily Federal Funds rate			1.00%

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Accumulated Other Comprehensive Income AOCI by Component (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017		Jun. 30, 2016
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract]
Balance				$ 54,138
Balance		$ 54,643		54,643
Equity Method Investee [Member]
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract]
Balance				(3)		$ (2)
Other Comprehensive Income (Loss) before Reclassifications				(1)		(1)
Amounts reclassified from AOCI				0		0
Balance		(4)	$ (3)	(4)		(3)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract]
Balance	[1]			122		50
Other Comprehensive Income (Loss) before Reclassifications	[1]			0		0
Amounts reclassified from AOCI	[2]	(1)	0	(1)	[1]	0	[1]
Balance	[1]	121	50	121		50
AOCI Attributable to Parent [Member]
Other Comprehensive Income (Loss) Net of Tax, Period Change [Abstract]
Balance				119		48
Other Comprehensive Income (Loss) before Reclassifications				(1)		(1)
Amounts reclassified from AOCI				(1)		0
Balance		$ 117	$ 47	$ 117		$ 47

[1] Amounts are net of tax.

[2] Amounts in parenthesis indicate debits to the income statement.

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Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017		Jun. 30, 2016
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Prior Service Credits, Total before tax	[1],[2]	$ 1	$ 1	$ 1		$ 1
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Prior Service Credits, Total before tax	[1]	1	1	1		1
Tax benefit / (expense)	[1]	0	(1)	0		(1)
Net of Tax	[1]	$ 1	$ 0	$ 1	[3]	$ 0	[3]

[1] Amounts in parenthesis indicate debits to the income statement.

[2] This accumulated other comprehensive income component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 8 for additional details).

[3] Amounts are net of tax.

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Accounting Pronouncements Future Minimum Payments Due on Operating Leases (Details) $ in Billions	Dec. 31, 2016 USD ($)
Adjustments for New Accounting Pronouncement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Future minimum lease payments	$ 3.4