Goodwill and Other Intangible Assets and Liabilities

In December 2012, BNSF Logistics, LLC, a wholly-owned, third-party logistics company, made an immaterial acquisition of two companies, resulting in the recognition of $33 million in goodwill. The acquisition valuation is in process and additional analysis of intangibles and other assets and liabilities may result in a change in the total amount of goodwill. The carrying value of goodwill was $14,836 million for both periods ended March 31, 2013 and December 31, 2012.

Amortized intangible assets and liabilities were as follows (in millions):



	As of March 31, 2013				As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets	$	2,013	$	975	$	2,013	$	899
Amortized intangible liabilities	$	2,056	$	905	$	2,056	$	842

Amortized intangible assets primarily consisted of internally developed software and franchise and customer assets. Amortized intangible liabilities primarily consisted of customer and shortline contracts which were in an unfavorable position at the date of Merger.

Amortized 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 March 31,
	2013		2012
Amortization of intangible assets	$	76	$	77
Amortization of intangible liabilities	$	63	$	70

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 2013	$	230	$	189
2014	$	306	$	179
2015	$	54	$	115
2016	$	31	$	101
2017	$	31	$	96