10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

OR

[ ]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: 1-11535

(Exact name of registrant as specified in its charter)

Burlington Northern Santa Fe, LLC
State of Organization Delaware	I.R.S. Employer Identification No. 27-1754839
Address of principal executive offices, including zip code 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830 Registrant’s telephone number, including area code (800) 795-2673
Securities registered pursuant to Section 12(b) of the Act:
Title of each class None	Name of each exchange on which registered None
Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Membership Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes [x] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes [ ] No [x]
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 requirement 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.	[x]
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, or smaller reporting company (as defined in Rule 12b-2 of the Act).
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]      Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	Yes [ ] No [x]
Burlington Northern Santa Fe, LLC is an indirect, wholly-owned subsidiary of Berkshire Hathaway Inc.; as a result, there is no market data with respect to registrant’s membership interests.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
100% of the membership interests of Burlington Northern Santa Fe, LLC outstanding as of February 28, 2014 is held by National Indemnity Company, a wholly-owned subsidiary of Berkshire Hathaway Inc.

DOCUMENTS INCORPORATED BY REFERENCE

None

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION (I)(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

i

Table of Contents

Part I	Item 1.	Business	1
	Item 1A.	Risk Factors	2
	Item 1B.	Unresolved Staff Comments	5
	Item 2.	Properties	5
	Item 3.	Legal Proceedings	7
	Item 4.	Mine Safety Disclosures	7
Part II	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
	Item 7.	Management’s Narrative Analysis of Results of Operations	8
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
	Item 8.	Financial Statements and Supplementary Data	13
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47
	Item 9A.	Controls and Procedures	47
	Item 9B.	Other Information	47
Part III	Item 14.	Principal Accountant Fees and Services	48
Part IV	Item 15.	Exhibits and Financial Statement Schedules	49
	Signatures		S-1
	Exhibit Index		E-1

ii

Part I

Item 1. Business

Burlington Northern Santa Fe Corporation was incorporated in the State of Delaware on December 16, 1994. On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation (Berkshire), acquired 100% of the outstanding shares of Burlington Northern Santa Fe Corporation common stock that it did not already own. The acquisition was completed through the merger (Merger) of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC (BNSF). Further information about the Merger is incorporated by reference from Note 1 to the Consolidated Financial Statements.

BNSF is a holding company that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries. Through its subsidiaries, BNSF is engaged primarily in the freight rail transportation business. At December 31, 2013, BNSF and its subsidiaries had more than 43,000 employees. The rail operations of BNSF Railway Company (BNSF Railway), the Company's principal operating subsidiary, comprise one of the largest railroad systems in North America.

BNSF’s internet address is www.bnsf.com. Through this internet website (under the “About BNSF/Financial Information” link), BNSF makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as all amendments to these reports, as soon as reasonably practicable after these reports are electronically filed with or furnished to the Securities and Exchange Commission (SEC). BNSF makes available on its website other previously filed SEC reports, registration statements and exhibits via a link to the SEC’s website at www.sec.gov. The Code of Conduct for officers and salaried employees is also made available on the Company’s website.

Further discussion of the Company’s business, including equipment and its business sectors, is incorporated by reference from Item 2, “Properties.”

1

Item 1A. Risk Factors

The information set forth in Item 1A should be read in conjunction with the rest of the information in this report, including Item 7, Management's Narrative Analysis of Results of Operations, and Item 8, Financial Statements and Supplementary Data.

Changes in government policy could negatively impact demand for the Company’s services, impair its ability to price its services or increase its costs or liability exposure.

Changes in United States and foreign government policies could change the economic environment and affect demand for the Company’s services. For example, changes in clean air laws or regulation of carbon dioxide emissions could reduce the demand for coal and revenues from the coal transportation services provided by BNSF Railway. Also, changes in environmental laws and other laws and regulations could reduce the demand for drilling products and products produced by drilling. United States and foreign government agriculture tariffs or subsidies could affect the demand for grain. Developments and changes in laws and regulations as well as 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, services and access to facilities could adversely impact the Company’s ability to determine prices for rail services and significantly affect the revenues, costs and profitability of the Company’s business. Additionally, because of the significant costs to maintain its rail network, a reduction in profitability could hinder the Company’s ability to maintain, improve or expand its rail network, facilities and equipment. Federal or state spending on infrastructure improvements or incentives that favor other modes of transportation could also adversely affect the Company’s revenues.

The Company’s success depends on its ability to continue to comply with the significant federal, state and local governmental regulations to which it is subject.

The Company is subject to a significant amount of governmental laws and regulation with respect to its rates and practices, taxes, railroad operations and a variety of health, safety, labor, environmental and other matters. Failure to comply with applicable laws and regulations could have a material adverse effect on the Company. Governments may change the legislative and/or regulatory framework within which the Company operates without providing the Company with any recourse for any adverse effects that the change may have on its business. Federal legislation enacted in 2008 mandates the implementation of positive train control technology by December 31, 2015, on certain mainline track where intercity and commuter passenger railroads operate and where toxic-by-inhalation (TIH) hazardous materials are transported. This type of technology is new and deploying it across BNSF Railway’s system and other railroads may pose significant operating and implementation risks and requires significant capital expenditures.

As part of its railroad operations, the Company frequently transports chemicals and other hazardous materials, which could expose it to the risk of significant claims, losses and penalties.

BNSF Railway is required to transport these commodities to the extent of its common carrier obligation. An accidental release of TIH or hazardous commodities could result in a significant loss of life and extensive property damage as well as environmental remediation obligations and penalties. The associated costs could have an adverse effect on the Company’s operating results, financial condition or liquidity as the Company is not insured above a certain threshold. Further, the rates BNSF Railway receives for transporting these commodities do not adequately compensate it should there be some type of accident. In addition, insurance premiums charged for some or all of the coverage currently maintained by the Company could increase dramatically or certain coverage may not be available to the Company in the future if there is a catastrophic event related to rail transportation of these commodities.   

The Company faces intense competition from rail carriers and other transportation providers, and its failure to compete effectively could adversely affect its results of operations, financial condition or liquidity.

The Company operates in a highly competitive business environment. Depending on the specific market, the Company faces intermodal, intramodal, product and geographic competition. This competition from other railroads and motor carriers, as well as barges, ships and pipelines in certain markets, may be reflected in pricing, market share, level of services, reliability and other factors. For example, the Company believes that high service truck lines, due to their ability to deliver non-bulk products on an expedited basis, may have an adverse effect on the Company’s ability to compete for deliveries of non-bulk, time-sensitive freight. While the Company must build or acquire and maintain its rail system, trucks and barges are able to use public rights-of-way maintained by public entities. Any material increase in the capacity and quality of these alternative methods or the passage of legislation granting greater latitude to motor carriers with respect to size and weight restrictions could have an adverse effect on the Company’s results of operations, financial condition or liquidity. In addition, a failure to provide the level of service required by the Company’s customers could result in loss of business to competitors. Changes in the ports used by ocean carriers or the use of all-water routes from the Pacific Rim to the East Coast or other changes in the supply chain could also have an adverse effect on the Company’s volumes and revenues. Further, low natural gas prices could impact future coal demand.

2

The Company is subject to various claims and lawsuits, and increases in the amount or severity of these claims and lawsuits could adversely affect the Company’s operating results, financial condition and liquidity.

As part of its railroad operations, the Company is exposed to various claims and litigation related to commercial disputes, personal injury, property damage, environmental liability and other matters. Personal injury claims by BNSF Railway employees are subject to the Federal Employers’ Liability Act (FELA), rather than state workers’ compensation laws. The Company believes that the FELA system, which includes unscheduled awards and a reliance on the jury system, can contribute to increased expenses. Other proceedings include claims by third parties for punitive as well as compensatory damages, and a few proceedings have been certified or purport to be class actions. Developments in legislative and judicial standards, material changes to litigation trends, or a catastrophic rail accident or series of accidents involving any or all of property damage, personal injury, and environmental liability could have a material adverse effect on the Company’s operating results, financial condition and liquidity.

The Company is subject to stringent environmental laws and regulations, which may impose significant costs on its business operations.

The Company’s operations are subject to extensive federal, state and local environmental laws and regulations concerning, among other things, emissions to the air; discharges to waters; the generation, handling, storage, transportation and disposal of waste and hazardous materials; and the cleanup of hazardous material or petroleum releases. Changes to or limits on carbon dioxide emissions could result in significant capital expenditures to comply with these regulations with respect to BNSF Railway’s locomotives, equipment, vehicles and machinery and its yards and intermodal facilities and the cranes and trucks serving those facilities. Emission regulations could also adversely affect fuel efficiency and increase operating costs. Delays, litigation, local concerns and difficulty in obtaining approvals for projects requiring federal, state or local equivalent permitting could inhibit the Company’s ability to build strategic facilities and rail infrastructure, which could adversely impact growth and operational efficiency. In addition, many 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. Environmental liability can extend to previously owned or operated properties, leased properties and properties owned by third parties, as well as to properties currently owned and used by the Company’s subsidiaries. Environmental liabilities have arisen and may continue to arise from claims asserted by adjacent landowners, other third parties in toxic tort litigation or as a result of environmental incidents. The Company’s subsidiaries have been and may continue to be subject to allegations or findings to the effect that they have violated, or are strictly liable under, these laws or regulations. The Company’s operating results, financial condition or liquidity could be adversely affected as a result of any of the foregoing, and it may be required to incur significant expenses to investigate and remediate environmental contamination. The Company may also incur fines, penalties and other sanctions to resolve any alleged violations of environmental law.

Downturns in the economy could adversely affect demand for the Company’s services.

Significant, extended negative changes in domestic and global economic conditions that impact the producers and consumers of the commodities transported by the Company may have an adverse effect on the Company’s operating results, financial condition or liquidity. Declines in or muted manufacturing activity, economic growth and international trade all could result in reduced revenues in one or more business units.

Negative changes in general economic conditions could lead to disruptions in the credit markets, increase credit risks and could adversely affect the Company’s financial condition or liquidity.

Challenging economic conditions may not only affect revenues due to reduced demand for many goods and commodities, but could result in payment delays, increased credit risk and possible bankruptcies of customers. The Company's business is capital-intensive and the Company may finance a portion of the building and maintenance of infrastructure as well as locomotives and other rail equipment. Economic slowdowns and related credit market disruptions may adversely affect the Company’s cost structure, its timely access to capital to meet financing needs and costs of its financings. The Company could also face increased counterparty risk to its cash investments. Adverse economic conditions could also affect the Company’s costs for insurance or its ability to acquire and maintain adequate insurance coverage for risks associated with the railroad business if insurance companies experience credit downgrades or bankruptcies. Declines in the securities and credit markets could also affect the Company’s pension fund and railroad retirement tax rates, which in turn could increase funding requirements.  

3

Fuel supply availability, fuel prices and dependency on certain key railroad equipment and material suppliers may adversely affect the Company’s results of operations, financial condition or liquidity.

Fuel supply availability could be impacted as a result of limitations in refining capacity, disruptions to the supply chain, rising global demand and international political and economic factors. A significant reduction in fuel availability could impact the Company’s ability to provide transportation services at current levels, increase fuel costs and impact the economy. Each of these factors could have an adverse effect on the Company’s operating results, financial condition or liquidity. If the price of fuel increases substantially, the Company expects to be able to offset a significant portion of these higher fuel costs through its fuel surcharge program. However, to the extent that the Company is unable to maintain, expand and ultimately collect under its existing fuel surcharge program, increases in fuel prices could have an adverse effect on the Company’s operating results, financial condition or liquidity. Due to the capital intensive nature and sophistication of certain railroad equipment and material, prospective new suppliers are subject to high barriers of entry. If railroad equipment and material suppliers discontinue operations, the Company could experience significant cost increases, as well as limited supply of railroad equipment and material necessary for the Company's operations.

Severe weather and natural disasters could disrupt normal business operations, which would result in increased costs and liabilities and decreases in revenues.

The Company’s success is dependent on its ability to operate its railroad system efficiently. Severe weather and natural disasters, such as tornados, flooding and earthquakes, could cause significant business interruptions and result in increased costs and liabilities and decreased revenues. In addition, damages to or loss of use of significant aspects of the Company’s infrastructure due to natural or man-made disruptions could have an adverse effect on the Company’s operating results, financial condition or liquidity for an extended period of time until repairs or replacements could be made. Additionally, during natural disasters, the Company’s workforce may be unavailable, which could result in further delays. Extreme swings in weather could also negatively affect the performance of locomotives and rolling stock.

The Company’s operational dependencies may adversely affect results of operations, financial condition or liquidity.

Due to the integrated nature of the United States’ freight transportation infrastructure, the Company’s operations may be negatively affected by service disruptions of other entities such as ports, passenger trains and other railroads which interchange with the Company. A significant prolonged service disruption of one or more of these entities could have an adverse effect on the Company’s results of operations, financial condition or liquidity.

Acts of terrorism or war, as well as the threat of terrorism or war, may cause significant disruptions in the Company’s business operations.

Terrorist attacks and any government response to those types of attacks and war or risk of war may adversely affect the Company’s results of operations, financial condition or liquidity. The Company’s rail lines and facilities could be direct targets or indirect casualties of an act or acts of terror, which could cause significant business interruption and result in increased costs and liabilities and decreased revenues, which could have an adverse effect on operating results and financial condition. Such effects could be magnified if releases of hazardous materials are involved. Any act of terror, retaliatory strike, sustained military campaign or war or risk of war may have an adverse impact on the Company’s operating results and financial condition by causing unpredictable operating or financial conditions, including disruptions of BNSF Railway or connecting rail lines, loss of critical customers or partners, volatility or sustained increase of fuel prices, fuel shortages, general economic decline and instability or weakness of financial markets. In addition, insurance premiums charged for some or all of the coverage currently maintained by the Company could increase dramatically, the coverage available may not adequately compensate it for certain types of incidents and certain coverages may not be available to the Company in the future.

The Company depends on the stability and availability of its information technology systems.

The Company relies on information technology in all aspects of its business. A significant disruption or failure of its information technology systems could result in service interruptions, safety failures, security violations, regulatory compliance failures and the inability to protect corporate information assets against intruders or other operational difficulties. Although the Company has taken steps to mitigate these risks, including Business Continuity Planning, Disaster Recovery Planning and Business Impact Analysis, a significant disruption or cyber intrusion could lead to misappropriation of assets or data corruption and could adversely affect the Company’s results of operations, financial condition or liquidity. Additionally, if the Company is unable to acquire or implement new technology, it may suffer a competitive disadvantage, which could also have an adverse effect on the Company’s results of operations, financial condition or liquidity.

4

Most of the Company’s employees are represented by unions, and failure to negotiate reasonable collective bargaining agreements may result in strikes, work stoppages or substantially higher ongoing labor costs.

A significant majority of BNSF Railway’s employees are union-represented. BNSF Railway’s union employees work under collective bargaining agreements with various labor organizations. Wages, health and welfare benefits, work rules and other issues have traditionally been addressed through industry-wide negotiations. These negotiations have generally taken place over an extended period of time and have previously not resulted in any extended work stoppages. For ongoing negotiations, the existing agreements have remained in effect and will continue to remain in effect until new agreements are reached or the Railway Labor Act’s procedures (which include mediation, cooling-off periods and the possibility of presidential or congressional intervention) are exhausted. While the negotiations have not yet resulted in any extended work stoppages, if BNSF Railway is unable to negotiate acceptable new agreements, it could result in strikes by the affected workers, loss of business, disruption of operations and increased operating costs as a result of higher wages or benefits paid to union members, any of which could have an adverse effect on the Company’s operating results, financial condition or liquidity.

The unavailability of qualified personnel could adversely affect the Company’s operations.

Changes in demographics, training requirements and the unavailability of qualified personnel, particularly engineers and trainmen, could negatively impact the Company’s ability to meet demand for rail service. Recruiting and retaining qualified personnel, particularly those with expertise in the railroad industry, are vital to operations. Although the Company believes that it has adequate personnel for the current business environment, unpredictable increases in demand for rail services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on operational efficiency and otherwise have an adverse effect on the Company’s operating results, financial condition or liquidity.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Track Configuration

BNSF Railway operates one of the largest railroad networks in North America with approximately 32,500 route miles of track (excluding multiple main tracks, yard tracks and sidings) in 28 states and two Canadian provinces as of December 31, 2013. BNSF Railway owns approximately 23,000 route miles, including easements, and operates on approximately 9,500 route miles of trackage rights that permit BNSF Railway to operate its trains with its crews over other railroads' tracks.

As of December 31, 2013, the total BNSF Railway system, including single and multiple main tracks, yard tracks and sidings, consisted of approximately 51,000 operated miles of track, all of which are owned by or held under easement by BNSF Railway except for approximately 10,500 miles operated under trackage rights.

Property and Facilities

BNSF Railway operates various facilities and equipment to support its transportation system, including its infrastructure and locomotives and freight cars. It also owns or leases other equipment to support rail operations, including containers, chassis and vehicles. Support facilities for rail operations include yards and terminals throughout its rail network, system locomotive shops to perform locomotive servicing and maintenance, a centralized network operations center for train dispatching and network operations monitoring and management in Fort Worth, Texas, regional dispatching centers, computers, telecommunications equipment, signal systems and other support systems. Transfer facilities are maintained for rail-to-rail as well as intermodal transfer of containers, trailers and other freight traffic. These facilities include approximately 30 intermodal hubs located across the system.

As of December 31, 2013, BNSF Railway owned or held under non-cancelable leases exceeding one year approximately 7,000 locomotives and 74,000 freight cars, in addition to maintenance of way and other equipment.

In the ordinary course of business, BNSF incurs significant costs in repairing and maintaining the properties described above. In 2013, BNSF recorded approximately $2 billion in repairs and maintenance expense in the Consolidated Statements of Income.

5

Business Mix

In serving the Midwest, Pacific Northwest, Western, Southwestern and Southeastern regions and ports of the country, BNSF transports, through one operating transportation services segment, a range of products and commodities derived from manufacturing, agricultural and natural resource industries. Over half of the freight revenues of the Company are covered by contractual agreements of varying durations,while the balance is subject to common carrier, published prices or quotations offered by the Company. BNSF’s financial performance is influenced by, among other things, general and industry economic conditions at the international, national and regional levels. The following map illustrates the Company’s primary routes, including trackage rights, which allow BNSF to access major cities and ports in the western and southern United States as well as Canadian and Mexican traffic. In addition to major cities and ports, BNSF efficiently serves many smaller markets by working closely with approximately 200 shortline partners. BNSF has also entered into marketing agreements with other rail carriers, expanding the marketing reach for each railroad and our collective customers.

Consumer Products:

The Consumer Products’ freight business provided approximately 33 percent of freight revenues for the 12 months ended December 31, 2013, and consisted of the following business sectors: Domestic Intermodal (including Truckload/Intermodal Marketing Companies and Expedited Truckload/Less-than-Truckload/Parcel) International Intermodal and Automotive.

Industrial Products:

The Industrial Products’ freight business provided approximately 27 percent of freight revenues for the 12 months ended December 31, 2013, and consisted of the following five business areas: Construction Products, Petroleum Products, Building Products, Chemicals and Plastics Products and Food and Beverages.

Coal:

The transportation of coal contributed approximately 23 percent of freight revenues for the 12 months ended December 31, 2013, with more than 90 percent of all BNSF’s coal tons originating from the Powder River Basin of Wyoming and Montana.

6

Agricultural Products:

The transportation of Agricultural Products provided approximately 17 percent of freight revenues for the 12 months ended December 31, 2013. These products include wheat, corn, fertilizer, bulk foods, ethanol, soybeans, feeds, oil seeds and meals, barley, oats and rye, oils, flour and mill products, specialty grains, malt, and milo.

Government Regulation and Legislation

The Company’s rail operations are subject to the regulatory jurisdiction of the Surface Transportation Board (STB) of the United States Department of Transportation (DOT), the Federal Railroad Administration of the DOT, the Occupational Safety and Health Administration (OSHA), as well as other federal and state regulatory agencies and Canadian regulatory agencies for operations in Canada. The STB has jurisdiction over disputes and complaints involving certain rates, routes and services, the sale or abandonment of rail lines, applications for line extensions and construction and consolidation or merger with, or acquisition of control of rail common carriers. The outcome of STB proceedings can affect the profitability of BNSF’s business.

DOT and OSHA have jurisdiction under several federal statutes over a number of safety and health aspects of rail operations, including the transportation of hazardous materials. State agencies regulate some aspects of rail operations with respect to health and safety in areas not otherwise preempted by federal law.

Further discussion is incorporated by reference from Note 12 to the Consolidated Financial Statements.

Competition

The business environment in which BNSF Railway operates is highly competitive. Depending on the specific market, deregulated motor carriers and other railroads, as well as river barges, ships and pipelines in certain markets, may exert pressure on price and service levels. The presence of advanced, high service truck lines with expedited delivery, subsidized infrastructure and minimal empty mileage continues to affect the market for non-bulk, time-sensitive freight. The potential expansion of longer combination vehicles could further encroach upon markets traditionally served by railroads. In order to remain competitive, BNSF Railway and other railroads continue to develop and implement operating efficiencies to improve productivity.

As railroads streamline, rationalize and otherwise enhance their franchises, competition among rail carriers intensifies. BNSF Railway’s primary rail competitor in the Western region of the United States is the Union Pacific Railroad Company. Other Class I railroads and numerous regional railroads and motor carriers also operate in parts of the same territories served by BNSF Railway.

Based on weekly reporting by the Association of American Railroads, BNSF Railway’s share of the western United States rail traffic in 2013 was 49.5 percent.

Item 3. Legal Proceedings

Beginning May 14, 2007, some 30 similar class action complaints were filed in six federal district courts around the country by rail shippers against BNSF Railway and other Class I railroads alleging that they have conspired to fix fuel surcharges with respect to unregulated freight transportation services in violation of the antitrust laws. The complaints seek injunctive relief and unspecified treble damages. These cases were consolidated and are currently pending in the federal District Court of the District of Columbia for coordinated or consolidated pretrial proceedings. (In re: Rail Freight Fuel Surcharge Antitrust Litigation, MDL No. 1869). Consolidated amended class action complaints were filed against BNSF Railway and three other Class I railroads in April 2008.

On June 21, 2012, the District Court certified the class sought by the plaintiffs. BNSF Railway and the other three Class I railroads appealed the class-certification decision to the U.S. Court of Appeals.

On August 9, 2013, the U.S. Court of Appeals vacated the District Court's class-certification decision and remanded the case to permit the District Court to reconsider its decision in light of the United States Supreme Court case of Comcast Corp. v. Behrend. The Company continues to believe that these claims are without merit and continues to defend against the allegations vigorously. The Company does not believe that the outcome of these proceedings will have a material effect on its financial condition, results of operations or liquidity.

Information concerning certain pending tax-related administrative or adjudicative state proceedings or appeals is incorporated by reference from Note 5 to the Consolidated Financial Statements, and information concerning other claims and litigation is incorporated by reference from Note 12 to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

7

Part II

Item 5. Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

All of the membership interests in Burlington Northern Santa Fe, LLC are owned by a subsidiary of Berkshire Hathaway Inc. and therefore are not traded on any market.

Item 7. Management’s Narrative Analysis of Results of Operations

Management’s narrative analysis relates to the results of operations of Burlington Northern Santa Fe, LLC and its majority-owned subsidiaries (collectively BNSF, Registrant or Company). The principal operating subsidiary of BNSF is BNSF Railway Company (BNSF Railway) through which BNSF derives substantially all of its revenues. 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 year ended December 31, 2013, and a comparative analysis of the year ended December 31, 2012.

Results of Operations

Revenues Summary

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

	Revenues (in millions)				Cars / Units (in thousands)
	Year Ended		Year Ended		Year Ended	Year Ended
	December 31, 2013		December 31, 2012		December 31, 2013	December 31, 2012
Consumer Products	$	7,000	$	6,602	5,033	4,769
Industrial Products	5,703		5,003		1,874	1,691
Coal	4,986		4,860		2,230	2,172
Agricultural Products	3,578		3,730		956	1,029
Total freight revenues	21,267		20,195		10,093	9,661
Other revenues	747		640
Total operating revenues	$	22,014	$	20,835

	Average Revenue Per Car / Unit
	Year Ended		Year Ended
	December 31, 2013		December 31, 2012
Consumer Products	$	1,391	$	1,384
Industrial Products	3,043		2,959
Coal	2,236		2,238
Agricultural Products	3,743		3,625
Total freight revenues	$	2,107	$	2,090

8

Fuel Surcharges

Freight revenues include both revenue for transportation services and fuel surcharges. BNSF’s fuel surcharge program is intended to recover its incremental fuel costs when fuel prices exceed a threshold fuel price. Fuel surcharges are calculated differently depending on the type of commodity transported. BNSF 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 significantly differ.

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

	Year Ended		Year Ended
	December 31, 2013		December 31, 2012
Total fuel expense a	$	4,503	$	4,459
BNSF fuel surcharges	$	2,912	$	2,821

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

Year Ended December 31, 2013 vs. Year Ended December 31, 2012

Revenues

Revenues for the year ended December 31, 2013, were $22,014 million, an increase of $1,179 million, or 6 percent compared with the year ended December 31, 2012. The increase in revenues is due to the following changes in underlying trends in revenues:

• Average revenue per car / unit increased primarily as a result of increased rate per car / unit.

In addition to an increase in average revenue per car / unit, the following changes in underlying trends in volumes also impacted the change in revenues:

• Consumer Products unit volumes increased primarily due to higher domestic intermodal volumes as a result of highway conversion to rail and increased international intermodal volumes from new carrier conversions and higher export demand.

• Industrial Products unit volumes increased primarily due to increased shipments of petroleum products, driven mainly by increased crude unit train loadings.

• Coal unit volumes increased primarily due to increased demand resulting from an increase in natural gas prices and reduced utility stockpiles, partially offset by severe weather issues impacting service levels.

• Agricultural Products unit volumes decreased primarily due to lower grain exports, as a result of the extreme 2012 U.S. drought and strong global competition.

9

Expense Table

The following table presents BNSF’s expense information (in millions):

	Year Ended		Year Ended
	December 31, 2013		December 31, 2012
Compensation and benefits	$	4,651	$	4,505
Fuel	4,503		4,459
Purchased services	2,418		2,374
Depreciation and amortization	1,973		1,889
Equipment rents	822		810
Materials and other	980		786
Total operating expenses	$	15,347	$	14,823
Interest expense	$	729	$	623
Other expense, net	$	10	$	12
Income tax expense	$	2,135	$	2,005

Expenses

Operating expenses for the year ended December 31, 2013, were $15,347 million, an increase of $524 million, or 4 percent, as compared with the year ended December 31, 2012. 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 increased unit volumes and wage inflation.

• Materials and other expense increased as a result of higher property taxes, crew transportation, lodging and other travel costs, derailment-related costs and locomotive material costs, partially offset by expense recorded in the prior year for an unfavorable arbitration ruling.

• There were no significant changes in the underlying trends for fuel, purchased services, depreciation and amortization and equipment rents expenses.

• Interest expense increased primarily due to a higher average debt balance.

• The effective tax rate was 36.0 percent and 37.3 percent for the years ended December 31, 2013 and 2012, respectively. The 2013 effective tax rate includes favorable tax adjustments.

10

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 this 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’s supplier base, and effects due to more stringent regulatory policies such as the regulation of carbon dioxide emissions that could reduce the demand for coal or governmental tariffs or subsidies that could affect the demand for grain, the impact of low natural gas prices on coal demand for electric power plants, changes in environmental laws and other laws and regulations that could affect the demand for drilling products and products produced by drilling, changes in fuel prices and other key materials, the impact of high barriers of entry for prospective new suppliers and disruptions in supply chains for these materials; competition and consolidation within the transportation industry; and changes in crew availability, labor and benefits costs and labor difficulties, including stoppages affecting either BNSF’s operations or customers’ abilities to deliver goods to BNSF for shipment.

• Legal, legislative and regulatory factors: developments and changes in laws and regulations, including those affecting train operations or the marketing of services; the ultimate outcome of shipper and rate claims subject to adjudication; claims; investigations or litigation alleging violations of the antitrust laws; increased economic regulation of the rail industry through legislative action and revised rules and standards applied by the U.S. Surface Transportation Board in various areas including rates and services; developments in environmental investigations or proceedings with respect to rail operations or current or past ownership or control of real property or properties owned by others impacted by BNSF operations; losses resulting from claims and litigation relating to personal injuries, asbestos and other occupational diseases; the release of hazardous materials, environmental contamination and damage to property; regulation, restrictions or caps, or other controls of diesel emissions that could affect operations or increase costs; the availability of adequate insurance to cover the risks associated with operations.

• Operating factors: changes in operating conditions and costs; operational and other difficulties in implementing positive train control technology, including increased compliance or operational costs or penalties; restrictions on development and expansion plans due to environmental concerns; disruptions to BNSF’s technology network including computer systems and software, such as cybersecurity intrusions, misappropriation of assets or sensitive information, corruption of data or operational disruptions; as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of BNSF’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.

11

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Sensitivity

Historically, the Company has used derivative financial instruments to address market risk exposure to fluctuations in interest rates and the risk of volatility in its fuel cost; however, as of December 31, 2013, there are no outstanding derivative instruments.

At December 31, 2013, BNSF maintained fuel inventories for use in normal operations, which were not material to BNSF’s overall financial position and, therefore, represent no significant market exposure. The frequency of BNSF’s fuel inventory turnover also reduces market exposure, should fuel inventories become material to BNSF’s overall financial position. Further information on fuel derivatives is incorporated by reference from Note 4 to the Consolidated Financial Statements.

Interest Rate Sensitivity

At December 31, 2013, the fair value of BNSF’s debt, excluding capital leases and unamortized gains on interest rate swaps, was$16,507 million.

The following table is an estimate of the impact to the fair value of total debt, excluding capital leases and unamortized gains on interest rate swaps, that could result from hypothetical interest rate changes during the twelve-month period ending December 31, 2014, based on debt levels as of December 31, 2013:

Sensitivity Analysis
Hypothetical Change in Interest Rates	Change in Fair Value
	Total Debt
1-percent decrease	$1,752 million increase
1-percent increase	$1,477 million decrease

Information on the Company’s debt, which may be sensitive to interest rate fluctuations, is incorporated by reference from Note 11 to the Consolidated Financial Statements.

12

Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements of BNSF and subsidiary companies, together with the report of the Company’s independent registered public accounting firm, are included as part of this filing.

The following documents are filed as a part of this report:

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	14
Consolidated Statements of Income for years ended December 31, 2013, 2012 and 2011	15
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011	16
Consolidated Balance Sheets as of December 31, 2013 and 2012	17
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011	18
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011	19
Notes to Consolidated Financial Statements	20

13

Report of Independent Registered Public Accounting Firm

To the Board of Managers and Member of

Burlington Northern Santa Fe, LLC

We have audited the accompanying consolidated balance sheets of Burlington Northern Santa Fe, LLC and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the periods ended December 31, 2013, 2012, and 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Burlington Northern Santa Fe, LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the periods ended December 31, 2013, 2012, and 2011 in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas

February 28, 2014

14

Burlington Northern Santa Fe, LLC and Subsidiaries

Consolidated Statements of Income

In millions

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Revenues	$	22,014	$	20,835	$	19,548
Operating expenses:
Compensation and benefits	4,651		4,505		4,315
Fuel	4,503		4,459		4,267
Purchased services	2,418		2,374		2,218
Depreciation and amortization	1,973		1,889		1,807
Equipment rents	822		810		779
Materials and other	980		786		852
Total operating expenses	15,347		14,823		14,238
Operating income	6,667		6,012		5,310
Interest expense	729		623		560
Other expense, net	10		12		9
Income before income taxes	5,928		5,377		4,741
Income tax expense	2,135		2,005		1,769
Net income	$	3,793	$	3,372	$	2,972

See accompanying Notes to Consolidated Financial Statements.

15

Burlington Northern Santa Fe, LLC and Subsidiaries

Consolidated Statements of Comprehensive Income

In millions

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Net income	$	3,793		$	3,372		$	2,972
Other comprehensive income:
Change in amortization of accumulated actuarial losses and prior service costs, net of tax expense of $305 million, tax benefit of $16 million and tax benefit of $125 million, respectively	492			(28		)	(200		)
Change in fuel hedge mark-to-market, net of tax benefit of $0 million, $7 million and $18 million, respectively	—			(11		)	(30		)
Change in accumulated other comprehensive income of equity method investees	(2		)	(3		)	—
Other comprehensive income (loss), net of tax	490			(42		)	(230		)
Total comprehensive income	$	4,283		$	3,330		$	2,742

See accompanying Notes to Consolidated Financial Statements.

16

Burlington Northern Santa Fe, LLC and Subsidiaries

Consolidated Balance Sheets

In millions

	December 31, 2013		December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	2,225	$	1,794
Accounts receivable, net	1,298		1,168
Materials and supplies	835		800
Current portion of deferred income taxes	358		341
Other current assets	87		78
Total current assets	4,803		4,181
Property and equipment, net of accumulated depreciation of $2,232 and $1,626, respectively	52,363		50,070
Goodwill	14,819		14,819
Intangible assets, net	821		1,128
Other assets	2,224		1,816
Total assets	$	75,030	$	72,014
Liabilities and Equity
Current liabilities:
Accounts payable and other current liabilities	$	3,206	$	3,120
Long-term debt due within one year	645		453
Total current liabilities	3,851		3,573
Deferred income taxes	17,224		16,319
Long-term debt	16,361		14,080
Intangible liabilities, net	961		1,214
Casualty and environmental liabilities	677		750
Pension and retiree health and welfare liability	362		786
Other liabilities	982		963
Total liabilities	40,418		37,685
Commitments and contingencies (see Notes 4, 11 and 12)
Equity:
Member's equity	34,367		34,574
Accumulated other comprehensive income (loss)	245		(245		)
Total equity	34,612		34,329
Total liabilities and equity	$	75,030	$	72,014

See accompanying Notes to Consolidated Financial Statements.

17

Burlington Northern Santa Fe, LLC and Subsidiaries

Consolidated Statements of Cash Flows

In millions

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Operating Activities
Net income	$	3,793		$	3,372		$	2,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,973			1,889			1,807
Deferred income taxes	583			660			1,509
Long-term casualty and environmental liabilities, net	(98		)	(190		)	(43		)
Contributions to qualified pension plan	(25		)	(36		)	(36		)
Other, net	(88		)	(314		)	(249		)
Changes in current assets and liabilities:
Accounts receivable, net	(130		)	(6		)	(219		)
Materials and supplies	(35		)	(61		)	(87		)
Other current assets	(6		)	14			(15		)
Accounts payable and other current liabilities	(205		)	105			301
Net cash provided by operating activities	5,762			5,433			5,940
Investing Activities
Capital expenditures excluding equipment	(2,975		)	(2,596		)	(2,726		)
Acquisition of equipment	(943		)	(952		)	(763		)
Partnership investment	—			(130		)	—
Other, net	55			(158		)	33
Net cash used for investing activities	(3,863		)	(3,836		)	(3,456		)
Financing Activities
Proceeds from issuance of long-term debt	3,000			2,500			1,500
Payments on long-term debt	(440		)	(482		)	(596		)
Cash distributions	(4,000		)	(3,750		)	(3,500		)
Other, net	(28		)	(31		)	(15		)
Net cash used for financing activities	(1,468		)	(1,763		)	(2,611		)
Increase (decrease) in cash and cash equivalents	431			(166		)	(127		)
Cash and cash equivalents:
Beginning of period	1,794			1,960			2,087
End of period	$	2,225		$	1,794		$	1,960
Supplemental Cash Flow Information
Interest paid, net of amounts capitalized	$	772		$	707		$	666
Capital investments accrued but not yet paid	$	224		$	123		$	190
Income taxes paid, net of refunds	$	1,752		$	1,194		$	(13	)
Non-cash asset financing	$	—		$	—		$	1

See accompanying Notes to Consolidated Financial Statements.

18

Burlington Northern Santa Fe, LLC and Subsidiaries

Consolidated Statements of Changes in Equity

In millions

	Member's Equity			Accumulated Other Comprehensive (Loss) Income			Total Equity
Balance at December 31, 2010	$	35,480		$	27		$	35,507
Comprehensive income, net of tax	2,972			(230		)	2,742
Cash distributions to Parent	(3,500		)	—			(3,500		)
Balance at December 31, 2011	34,952			(203		)	34,749
Comprehensive income, net of tax	3,372			(42		)	3,330
Cash distributions to Parent	(3,750		)	—			(3,750		)
Balance at December 31, 2012	34,574			(245		)	34,329
Comprehensive income, net of tax	3,793			490			4,283
Cash distributions to Parent	(4,000		)	—			(4,000		)
Balance at December 31, 2013	$	34,367		$	245		$	34,612

See accompanying Notes to Consolidated Financial Statements.

19

Burlington Northern Santa Fe, LLC and Subsidiaries

Notes to Consolidated Financial Statements

1. The Company

Burlington Northern Santa Fe, LLC (BNSF or the Company) is a holding company that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries. BNSF’s principal, wholly-owned subsidiary is BNSF Railway Company (BNSF Railway), which operates one of the largest railroad networks in North America with approximately 32,500 route miles (excluding multiple main tracks, yard tracks and sidings) in 28 states and two Canadian provinces. Through one operating transportation services segment, BNSF Railway transports a wide range of products and commodities including the transportation of Consumer Products, Industrial Products, Coal and Agricultural Products, derived from manufacturing, agricultural and natural resource industries, which constituted 33 percent, 27 percent, 23 percent and 17 percent, respectively, of total freight revenues for the year ended December 31, 2013. These Consolidated Financial Statements include BNSF, BNSF Railway and other majority-owned subsidiaries, all of which are separate legal entities.

Burlington Northern Santa Fe Corporation was incorporated in the State of Delaware on December 16, 1994. On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation (Berkshire), acquired 100% of the outstanding shares of Burlington Northern Santa Fe Corporation common stock that it did not already own. The acquisition was completed through the merger (Merger) of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC. Berkshire’s cost of acquiring BNSF was pushed-down to establish a new accounting basis for BNSF beginning as of February 13, 2010. Earnings per share data is not presented because BNSF has no outstanding issued stock or membership interests to the public.

2. Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of BNSF, including its principal subsidiary BNSF Railway. All intercompany accounts and transactions have been eliminated. The Company evaluates its less than majority-owned investments for consolidation pursuant to authoritative accounting guidance related to the consolidation of variable interest entities (VIEs). The Company consolidates a VIE when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and when the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially be significant to the VIE.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions are periodically reviewed by management. Actual results could differ from those estimates.

Revenue Recognition

Transportation revenues are recognized based upon the proportion of service provided as of the balance sheet date, with related expenses recognized as incurred. Revenues from ancillary services are recognized when performed. Customer incentives, which are primarily provided for shipping a specified cumulative volume or shipping to/from specific locations, are recorded as a reduction to revenue on a pro-rata basis based on actual or projected future customer shipments. When using projected shipments, the Company relies on historic trends as well as economic and other indicators to estimate the liability for customer incentives.

Accounts Receivable, Net

Accounts receivable, net includes accounts receivable reduced by an allowance for bill adjustments and uncollectible accounts. The allowance for bill adjustments and uncollectible accounts is based on historical experience as well as any known trends or uncertainties related to customer billing and account collectibility. Allowances for uncollectible accounts are charged off when it is determined that the counterparty will be unable to pay based on the contractual terms of the receivables.

20

Cash and Cash Equivalents

All short-term investments with original maturities of 90 days or less are considered cash equivalents. Cash equivalents are stated at cost, which approximates market value because of the short maturity of these instruments.

Materials and Supplies

Materials and supplies, which consist mainly of rail, ties and other items for construction and maintenance of property and equipment, as well as diesel fuel, are valued at the lower of average cost or market.

Goodwill and Other Intangible Assets and Liabilities

Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed.

Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test involves a two-step process. The first step is to estimate the fair value of the reporting unit through discounting projected future net cash flows. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, a second step is performed. Under the second step, the identifiable assets and liabilities, including identifiable intangible assets and liabilities, of the reporting unit are estimated at fair value as of the current testing date. The excess of the estimated fair value of the reporting unit over the estimated fair value of net assets establishes the implied value of goodwill. If the carrying amount of goodwill exceeds the implied value of goodwill, an impairment loss is recognized in an amount equal to that excess.

Other 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. Other intangible assets and liabilities are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable or realized.

See Note 8 to the Consolidated Financial Statements for further information related to goodwill and other intangible assets and liabilities.

Property and Equipment, Net

BNSF’s railroad operations are highly capital intensive and its large base of homogeneous, network-type assets turns over on a continuous basis. Each year BNSF develops a capital program for the replacement of assets and for the acquisition or construction of assets that enables BNSF to enhance the efficiency of operations, gain strategic benefit or provide new service offerings to customers. Assets purchased or constructed throughout the year are capitalized if they meet applicable minimum units of property criteria.

Normal repairs and maintenance are charged to operating expense as incurred, while costs incurred that extend the useful life of an asset, improve the safety of BNSF’s operations, or improve operating efficiency are capitalized.

Property and equipment are stated at cost and are depreciated and amortized on a straight-line basis over their estimated useful lives. The Company uses the group method of depreciation in which a single depreciation rate is applied to the gross investment in a particular class of property, despite differences in the service life or salvage value of individual property units within the same class. The Company conducts studies of depreciation rates and the required accumulated depreciation balance as required by the Surface Transportation Board (STB), which is generally every three years for equipment property and every six years for track structure and other roadway property. These detailed studies form the basis for the Company's depreciation methods used in accordance with GAAP. There are no differences between assumptions used in determining average service lives between STB reporting and GAAP.

Depreciation studies take into account the following factors:

• Statistical analysis of historical patterns of use and retirements of each of BNSF’s asset classes;

• Evaluation of any expected changes in current operations and the outlook for continued use of the assets;

• Evaluation of technological advances and changes to maintenance practices; and

• Expected salvage to be received upon retirement.

Changes in the estimated service lives of the assets and their related depreciation rates are implemented prospectively. Currently, BNSF is not aware of any specific factors that would cause significant changes in average useful service lives.

21

Under group depreciation, the historical cost net of salvage of depreciable property that is retired or replaced in the ordinary course of business is charged to accumulated depreciation and no gain or loss is recognized. This historical cost of certain assets is estimated as it is impracticable to track individual, homogeneous network-type assets. Historical costs are estimated by deflating current costs using the Producer Price Index (PPI). The PPI was selected because it closely correlates with the major costs of the items comprising the asset classes. Because of the number of estimates inherent in the depreciation and retirement processes and because it is impossible to precisely estimate each of these variables until a group of property is completely retired, BNSF continually monitors the estimated service lives of its assets and the accumulated depreciation associated with each asset class to ensure its depreciation rates are appropriate.

For retirements of depreciable asset classes that do not occur in the normal course of business, a gain or loss may be recognized in operating expense if the retirement meets each of the following conditions: (i) is unusual, (ii) is material in amount, and (iii) varies significantly from the retirement profile identified through BNSF’s depreciation studies. During the three fiscal years presented, no such gains or losses were recognized due to the retirement of depreciable assets. Gains or losses from disposals of land and non-rail property are recorded at the time of their occurrence.

When BNSF purchases an asset, all costs necessary to make the asset ready for its intended use are capitalized. BNSF self-constructs portions of its track structure and rebuilds certain classes of rolling stock.  Expenditures that significantly increase asset values or extend useful lives are capitalized. In addition to direct labor and material, certain indirect costs such as materials, small tools and project supervision are capitalized. Annually, a study is performed for the purpose of identifying indirect costs that clearly relate to capital projects. From those studies, an overhead application rate is developed. Indirect projects costs are then allocated to capital projects using this overhead application rate.     

BNSF incurs certain direct labor, contract service and other costs associated with the development and installation of internal-use computer software. Costs for newly developed software or significant enhancements to existing software are typically capitalized. Research, preliminary project, operations, maintenance and training costs are charged to operating expense when the work is performed.

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the asset or the period of the related lease.

Leasehold improvements that meet capitalization criteria are capitalized and amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining lease term.

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cash flows.

Planned Major Maintenance Activities

BNSF utilizes the deferral method of accounting for leased locomotive overhauls, which includes the refurbishment of the engine and related components. Accordingly, BNSF has established an asset for overhauls that have been performed. This asset, which is included in property and equipment, net in the Consolidated Balance Sheets, is amortized to expense using the straight-line method until the next overhaul is performed or the end of the lease, whichever comes first, typically between six and eight years. 

Rail Grinding Costs

BNSF uses the direct expense method of accounting for rail grinding costs, under which the Company expenses rail grinding costs as incurred.

Environmental Liabilities

Liabilities for environmental cleanup costs are initially recorded when BNSF’s liability for environmental cleanup is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Estimates for these liabilities are undiscounted.

Personal Injury Claims

Liabilities for personal injury claims are initially recorded when the expected loss is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Liabilities recorded for unasserted personal injury claims, including those related to asbestos, are based on information currently available. Estimates of liabilities for personal injury claims are undiscounted.

22

Income Taxes

Deferred tax assets and liabilities are measured using the tax rates that apply to taxable income in the period in which the deferred tax asset or liability is expected to be realized or paid. Changes in the Company’s estimates regarding the statutory tax rate to be applied to the reversal of deferred tax assets and liabilities could materially affect the effective tax rate. Valuation allowances are established to reduce deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. BNSF has not recorded a valuation allowance, as it believes that the deferred tax assets will be fully realized in the future. Investment tax credits are accounted for using the flow-through method.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

BNSF is included in the U.S. consolidated federal income tax return of Berkshire. BNSF’s tax expense and liabilities have been computed on a stand alone basis, and substantially all of its current federal income taxes payable is remitted each quarter to Berkshire.  

Stock-Based Compensation

The Company recognizes the compensation expense related to the cost of employee services received in exchange for Berkshire equity interests over the award’s vesting period based on the award’s fair value at the appropriate measurement date under authoritative accounting guidance.

Employment Benefit Plans

The Company estimates liabilities and expenses for pension and retiree health and welfare plans. Estimated amounts are based on historical information, current information and estimates regarding future events and circumstances. Significant assumptions used in the valuation of pension and/or retiree health and welfare liabilities include the expected return on plan assets, discount rate, rate of increase in compensation levels and the health care cost trend rate.

Fair Value Measurements

As defined under authoritative accounting guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Different valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not under duress. Nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

The authoritative accounting guidance specifies a three-level hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures.

• Level 1–Quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

• Level 2–Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable market data.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Retrospective Adjustment

Certain prior year amounts in the Consolidated Balance Sheets have been retrospectively adjusted based on completion of the acquisition valuation results of two companies acquired in December 2012 by BNSF Logistics, LLC, a wholly-owned, third-party logistics company. See Note 8 to the Consolidated Financial Statements for further information related to goodwill and intangible assets and liabilities.

23

3. Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02 (ASU 2013-02), Comprehensive Income (Topic 220), Reporting Amounts Reclassified Out of Comprehensive Income. This standard requires issuers to present the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. This reclassification may be presented either on the face of the financial statements where net income is presented or in the notes. ASU 2013-02 is effective prospectively for the Company for the period beginning January 1, 2013. The Company has included the appropriate disclosures related to other comprehensive loss reclassifications in accordance with ASU 2013-02 in Note 16.

In January 2014, the FASB issued ASU 2014-01, Investments - Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects. This standard permits an entity to elect the proportional amortization method of accounting for limited liability investments in qualified affordable housing projects if certain criteria are met. Under the proportional amortization method, the investment is amortized in proportion to the tax benefits received and the net is reported as a component of income tax expense. ASU 2014-01 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. If elected, the proportional amortization method is required to be applied retrospectively. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements.

4. Derivative Activities

Fuel

Fuel costs represented 29 percent, 30 percent and 30 percent of total operating expenses during the years ended December 31, 2013, 2012 and 2011, respectively. The Company may enter into fuel hedge instruments from time to time; however, the Company had no unexpired hedge positions as of December 31, 2013 and 2012.

Derivative Activities

The Company had formally documented the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation included linking the derivatives that were designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments or forecasted transactions. The Company assessed at the time a derivative contract was entered into, and at least quarterly thereafter, whether the derivative item was effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting from ineffectiveness, as defined by authoritative accounting guidance related to derivatives and hedging, was recognized in current period earnings. For derivative instruments that were designated and qualified as cash flow hedges, the effective portion of the gain or loss on the derivative instrument was recorded in accumulated other comprehensive income (AOCI) as a separate component of equity and reclassified into earnings in the period during which the hedge transaction affected earnings. Cash flows related to fuel derivatives are classified as operating activities in the Consolidated Statements of Cash Flows.

The effects of derivative instrument gains and losses for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):

Derivatives in ASC 815-20 Cash Flow Hedging Relationships
	Amount of Gain Recognized in OCI on Derivatives (Effective Portion)
	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	$	—	$	7	$	50
Total derivatives	$	—	$	7	$	50

		Amount of Gain Recognized from AOCI into Income (Effective Portion)
	Location of Gain Recognized from AOCI into Income	Year Ended		Year Ended		Year Ended
		December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	25	$	98
Total derivatives		$	—	$	25	$	98

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		Amount of Loss Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)a
	Location of Loss Recognized in Income on Derivatives	Year Ended		Year Ended			Year Ended
		December 31, 2013		December 31, 2012			December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	(3	)	$	(16	)
Total derivatives		$	—	$	(3	)	$	(16	)

^a  No portion of the loss was excluded from the assessment of hedge effectiveness for the periods then ended.

5. Income Taxes

Income tax expense was as follows (in millions):

	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Current:
Federal	$	1,346		$	1,204	$	220
State	206			141		40
Total current	1,552			1,345		260
Deferred:
Federal	609			591		1,375
State	(26		)	69		134
Total deferred	583			660		1,509
Total	$	2,135		$	2,005	$	1,769

Reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
U.S. Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	2.0		2.5		2.4
Other, net	(1.0	)	(0.2	)	(0.1	)
Effective tax rate	36.0	%	37.3	%	37.3	%

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The components of deferred tax assets and liabilities were as follows (in millions):

	December 31, 2013			December 31, 2012
Deferred tax liabilities:
Property and equipment	$	(17,727	)	$	(17,330	)
Hedging	(11		)	(10		)
Pension and retiree health and welfare benefits	(13		)	—
Other	(347		)	(336		)
Total deferred tax liabilities	(18,098		)	(17,676		)
Deferred tax assets:
Compensation and benefits	371			358
Casualty and environmental	273			303
Intangible assets and liabilities	190			275
Long-term debt fair value adjustment under acquisition method accounting	141			173
Pension and retiree health and welfare benefits	—			332
Other	257			257
Total deferred tax assets	1,232			1,698
Net deferred tax liability	$	(16,866	)	$	(15,978	)
Non-current deferred income tax liability	$	(17,224	)	$	(16,319	)
Current portion of deferred income taxes	358			341
Net deferred tax liability	$	(16,866	)	$	(15,978	)

BNSF is included in the consolidated U.S. federal income tax return of Berkshire. BNSF’s tax expense and liabilities have been computed on a stand alone basis, and substantially all of its currently payable income taxes are remitted each quarter to Berkshire. See Note 14 to the Consolidated Financial Statements for information related to income taxes paid to Berkshire during 2013.

All U.S. federal income tax returns of BNSF are closed through the tax period ending February 12, 2010. BNSF is currently under examination for the period February 13 - December 31, 2010 and the year 2011.

BNSF and its subsidiaries have various state income tax returns in the process of examination, administrative appeal or litigation. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

Uncertain Tax Positions

The amount of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 was $56 million, $48 million, and $110 million, respectively. The amount of unrecognized tax benefits at December 31, 2013, that would affect the Company’s effective tax rate if recognized was $38 million. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	48		$	110		$	112
Additions for tax positions related to current year	16			12			47
Additions (reductions) for tax positions taken in prior years	1			(2		)	(40		)
Additions (reductions) for tax positions as a result of:
Settlements	1			(53		)	8
Lapse of statute of limitations	(10		)	(19		)	(17		)
Ending balance	$	56		$	48		$	110

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It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however, BNSF does not expect the change to have a significant impact on the results of operations, the financial position or the cash flows of the Company.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income tax expense in the Consolidated Statements of Income, which is consistent with the recognition of these items in prior reporting periods. The Company had recorded a liability of approximately $6 million and $7 million for interest and penalties for the years ended December 31, 2013 and 2012, respectively. For the years ended December 31, 2013, 2012 and 2011, the Company recognized a reduction of approximately $1 million, $8 million and $4 million in interest and penalty expense, respectively.

6. 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 December 31, 2013 and 2012, $54 million and $48 million, respectively, of such allowances had been recorded.

At December 31, 2013 and 2012, $50 million and $36 million, respectively, of accounts receivable were greater than 90 days old.

7. Property and Equipment, Net

Property and equipment, net (in millions), and the corresponding ranges of estimated useful lives were as follows:

							2013
	December 31, 2013			December 31, 2012			Range of Estimated Useful Life
Land for transportation purposes	$	5,973		$	5,950		—
Track structure	18,207			17,319			15 – 50 years
Other roadway	21,891			20,936			5 – 100 years
Locomotives	5,241			4,505			5 – 33 years
Freight cars and other equipment	2,053			1,744			8 – 37 years
Computer hardware, software and other	257			279			5 – 9 years
Construction in progress	973			963			—
Total cost	54,595			51,696
Less accumulated depreciation and amortization	(2,232		)	(1,626		)
Property and equipment, net	$	52,363		$	50,070

The Consolidated Balance Sheets at December 31, 2013 and 2012, included $910 million, net of $366 million of amortization, and $1,001 million, net of $269 million of amortization, respectively, for property and equipment under capital leases, primarily for rolling stock.

The Company capitalized $29 million, $24 million and $20 million of interest for the years ended December 31, 2013, 2012 and 2011, respectively.

8. Goodwill and Other Intangible Assets and Liabilities

During the years ended December 31, 2013, 2012 and 2011, no impairment losses related to goodwill were incurred. As of December 31, 2013 and 2012, there were no accumulated impairment losses related to goodwill.

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The changes in the carrying amount of goodwill were as follows (in millions):

	December 31, 2013		December 31, 2012			December 31, 2012
			(As Adjusted)			(As Reported)
Beginning balance	$	14,819	$	14,803		$	14,803
Additions	—		33			33
Acquisition valuation	—		(17		)	—
Ending balance	$	14,819	$	14,819		$	14,836

In December 2012, BNSF Logistics, LLC, made an immaterial acquisition of two companies. During the fourth quarter of 2013, the Company completed the acquisition valuation which resulted in a reduction of the December 31, 2012 goodwill carrying value. The reduction to goodwill was offset by an increase of $14 million and $1 million to the provisional values of intangible assets and other current assets, respectively, and a decrease of $2 million to the provisional values of accounts payable and other current liabilities.

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

	As of December 31, 2013				As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	2,030	$	1,209	$	2,027	$	899
Intangible liabilities	$	2,056	$	1,095	$	2,056	$	842

Intangible assets primarily consisted of internally developed software and 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):

	December 31, 2013		December 31, 2012
Amortization of intangible assets	$	310	$	306
Amortization of intangible liabilities	$	253	$	282

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
2014	$	310	$	179
2015	$	56	$	115
2016	$	33	$	101
2017	$	33	$	96
2018	$	31	$	90

9.   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 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.

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As of December 31, 2013, the assets of the unconsolidated Partnership totaled approximately $410 million. 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. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information as of December 31, 2013 (in millions):

Unamortized investment balance classified as Other Assets		Remaining commitment classified as Other Liabilities		Maximum exposure to loss
$	376	$	18	$	376

The remaining commitment of $18 million is expected to be paid in 2014.

10. Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of the following (in millions):

	December 31, 2013		December 31, 2012
Compensation and benefits payable	$	821	$	673
Accounts payable	311		310
Property and income tax liabilities	290		541
Accrued interest	243		208
Rents and leases	161		168
Customer incentives	151		155
Casualty and environmental liabilities	145		170
Other	1,084		895
Total	$	3,206	$	3,120

11. Debt

Debt outstanding was as follows (in millions):

	December 31, 2013 a					December 31, 2012 a
Notes and debentures, due 2014 to 2097	$	15,344		5.2	%	$	12,600		5.4	%
Equipment obligations, due 2014 to 2027	122			5.7		153			5.9
Capitalized lease obligations, due 2014 to 2028	854			6.0		971			6.0
Mortgage bonds, due 2014 to 2047	82			4.5		85			4.7
Financing obligations, due 2014 to 2028	266			6.3		296			6.2
Unamortized fair value adjustment under acquisition method accounting, discount and other, net	338					428
Total	17,006					14,533
Less current portion of long-term debt	(645		)	6.8	%	(453		)	5.1	%
Long-term debt	$	16,361				$	14,080

^a  Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

There were no outstanding interest rate hedges at December 31, 2013 and 2012.

As of December 31, 2013, certain BNSF Railway properties and other assets were subject to liens securing $82 million of mortgage debt. Certain locomotives and rolling stock of BNSF Railway were subject to equipment obligations and capital leases.

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The Company is required to maintain certain financial covenants in conjunction with $500 million of certain issued and outstanding junior subordinated notes. As of December 31, 2013, the Company was in compliance with these covenants. In the event of non-compliance, the Company would be required to pay any accrued and unpaid interest.

The fair value of BNSF’s long-term 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 for debt of the same remaining maturities (Level 2 inputs). Capital leases, interest rate hedges and unamortized gains on interest rate swaps have been excluded from the calculation of fair value for both 2013 and 2012.

The following table provides fair value information for the Company’s debt obligations including principal cash flows, related weighted average interest rates by contractual maturity dates and fair value. The Company had no outstanding variable rate debt at December 31, 2013.

	December 31, 2013
	Maturity Date																		Total Including Capital Leases			Total Excluding Capital Leases a,b		Fair Value Excluding Capital Leases b
	2014			2015			2016			2017			2018			Thereafter
Fixed-rate debt (in millions)	$	645		$	363		$	383		$	715		$	720		$	14,180		$	17,006		$	16,066	$	16,507
Average interest rate	6.8		%	5.2		%	6.6		%	5.7		%	5.8		%	5.1		%	5.3		%

^a Amount also excludes unamortized fair value adjustment under acquisition method accounting related to capital leases.

^b Amount also excludes unamortized gains on interest rate swaps.

As of December 31, 2012, the fair value excluding capital leases and unamortized gains on interest rate swaps of fixed-rate debt was $15,291 million.

Notes and Debentures

2013

BNSF filed a new automatic shelf registration with the Securities and Exchange Commission (SEC) for the issuance of debt securities which became effective as of its filing on May 10, 2013. The automatic shelf will remain effective for three years.

In August 2013, BNSF issued $800 million of 3.850 percent debentures due September 1, 2023 and $700 million of 5.150 percent debentures due September 1, 2043. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In March 2013, BNSF issued $700 million of 3.00 percent debentures due March 15, 2023 and $800 million of 4.45 percent debentures due March 15, 2043. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In January and July 2013, the Board of Managers (the Board) of the Company authorized an additional $1 billion and $3 billion, respectively, of debt securities that may be issued pursuant to the debt shelf registration statement filed with the SEC. As of December 31, 2013, $1.75 billion remained authorized by the Board to be issued through the SEC debt shelf offering process.

2012

In August 2012, BNSF issued $600 million of 3.050 percent debentures due September 1, 2022 and $650 million of 4.375 percent debentures due September 1, 2042. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In March 2012, BNSF issued $625 million of 3.05 percent debentures due March 15, 2022 and $625 million of 4.40 percent debentures due March 15, 2042. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

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2011

In August 2011, BNSF issued $450 million of 3.45 percent debentures due September 15, 2021 and $300 million of 4.95 percent debentures due September 15, 2041. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In May 2011, BNSF issued $250 million of 4.10 percent debentures due June 1, 2021 and $500 million of 5.40 percent debentures due June 1, 2041. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

Capital Leases

BNSF Railway did not enter into any material capital leases during 2013, 2012 or 2011.

Guarantees

As of December 31, 2013, BNSF 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 December 31, 2013, were as follows (dollars in millions):

	Guarantees
	BNSF Ownership Percentage		Principal Amount Guaranteed			Maximum Future Payments			Maximum Recourse Amount		a	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/A		d	N/A		d	N/A		d	4	$	6	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 for BNSF’s negligence or the negligence of the indemnified party. However, BNSF 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, 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 or the exercise of the call rights by the general partners of SFPP.

Chevron Phillips Chemical Company LP

In 2007, BNSF entered into an indemnity agreement with Chevron Phillips Chemical Company LP (Chevron Phillips), granting certain rights of indemnity from BNSF, in order to facilitate access to a new 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.

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Indemnities

In the ordinary course of business, BNSF 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. However, 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 equipment lease transactions in which the structure of the lease contains VIEs. 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 equipment 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 $4 billion as of December 31, 2013. The future minimum lease payments are included in future operating lease payments disclosed in Note 12.

In the event the leased equipment is destroyed, BNSF Railway is obligated to either replace the equipment or pay a fixed loss amount. The inclusion of the fixed loss amount is a standard clause within equipment 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 equipment 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 equipment. 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 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 VIE leases are classified as operating leases, there are no assets or liabilities related to the VIEs recorded in the Company's Consolidated Balance Sheet.

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12. Commitments and Contingencies

Lease Commitments

BNSF has substantial lease commitments for locomotives, freight cars, trailers and containers, office buildings, operating facilities and other property, and many of these leases provide the option to purchase the leased item at fair market value at the end of the lease. However, some provide fixed price purchase options. Future minimum lease payments as of December 31, 2013, are summarized as follows (in millions):

December 31,	Capital Leases			Operating Leases		a
2014	$	146		$	569
2015	113			536
2016	201			521
2017	76			463
2018	73			409
Thereafter	500			2,101
Total	1,109			$	4,599
Less amount representing interest	(255		)
Present value of minimum lease payments	$	854

^a Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

Lease rental expense for all operating leases, excluding per diem leases, was $594 million, $629 million and $591 million for the years ended December 31, 2013, 2012 and 2011, respectively. When rental payments are not made on a straight-line basis, the Company recognizes rental expense on a straight-line basis over the lease term. Contingent rentals and sublease rentals were not significant.

Other Commitments

In the normal course of business, the Company enters into long-term contractual requirements for future goods and services needed for the operations of the business. Such commitments are not in excess of expected requirements and are not reasonably likely to result in performance penalties or payments that would have a material adverse effect on the Company’s liquidity.

Personal Injury and Environmental Costs

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 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 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. 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 BNSF 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 by 1985.

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BNSF assesses its unasserted asbestos liability exposure on an annual basis during the third quarter. BNSF 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.

Key elements of the assessment include:

• Because BNSF did not have detailed employment records in order to compute the population of potentially exposed employees, it computed an estimate using Company employee data from 1970 forward and estimated the BNSF employee base from 1938-1969 using railroad industry historical census data and estimating BNSF’s representation in the total railroad population.

• The projected incidence of disease was estimated based on epidemiological studies using employees’ age, duration and intensity of exposure while employed.

• An estimate of the future anticipated claims filing rate by type of disease (non-malignant, cancer and mesothelioma) was computed using the Company’s average historical claim filing rates observed in 2009-2012.

• An estimate of the future anticipated dismissal rate by type of claim was computed using the Company’s historical average dismissal rates observed in 2010-2012.

• An estimate of the future anticipated settlement by type of disease was computed using the Company’s historical average of dollars paid per claim for pending and future claims using the average settlement by type of incidence observed during 2010-2012.

From these assumptions, BNSF projected the incidence of each type of disease to the estimated population to arrive at an estimate of the total number of employees that could potentially assert a claim. Historical claim filing rates were applied for each type of disease to the total number of employees that could potentially assert a claim to determine the total number of anticipated claim filings by disease type. Historical dismissal rates, which represent claims that are closed without payment, were then applied to calculate the number of future claims by disease type that would likely require payment by the Company. Finally, the number of such claims was multiplied by the average settlement value to estimate BNSF’s future liability for unasserted asbestos claims.

The most sensitive assumptions for this accrual are the estimated future filing rates and estimated average claim values. Asbestos claim filings are typically sporadic and may include large batches of claims solicited by law firms. To reflect these factors, BNSF used a multi-year calibration period (i.e., average historical filing rates observed in 2009-2012) because it believed it would be most representative of its future claim experience. In addition, for non-malignant claims, the number of future claims to be filed against BNSF declines at a rate consistent with both mortality and age as there is a decreasing propensity to file a claim as the population ages. BNSF believes the average claim values by type of disease from the historical period 2010-2012 are most representative of future claim values. Non-malignant claims, which represent approximately 90 percent of the total number and 65 percent of the cost of estimated future asbestos claims, were priced by age of the projected claimants. Historically, the ultimate settlement value of these types of claims is most sensitive to the age of the claimant.

During the third quarters of 2013, 2012 and 2011, the Company analyzed recent filing and payment trends to ensure the assumptions used by BNSF to estimate its future asbestos liability were reasonable. In 2013 and 2011, management determined that the liability remained appropriate and no change was recorded. In 2012, management recorded a decrease in expense of $15 million due primarily to favorable settlements. The Company plans to update its study again in the third quarter of 2014.

Throughout the year, BNSF 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’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 specific data that was the basis for the study. BNSF projects that approximately 60, 80 and 95 percent of the future unasserted asbestos claims will be filed within the next 10, 15 and 25 years, respectively.

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Other Personal Injury

BNSF 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 has not experienced any significant adverse trends related to these types of claims in recent years.

Key elements of the actuarial assessment include:

• Size and demographics (employee age and craft) of the workforce.

• Activity levels (manhours by employee craft and carloadings).

• Expected claim frequency rates by type of claim (employee FELA or third-party liability) based on historical claim frequency trends.

• Expected dismissal rates by type of claim based on historical dismissal rates.

• Expected average paid amounts by type of claim for open and incurred but not reported claims that eventually close with payment.

From these assumptions, BNSF estimates the number of open claims by accident year that will likely require payment by the Company. The projected number of open claims by accident year that will require payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF’s estimated liability for all asserted claims. Additionally, BNSF estimates the number of its incurred but not reported claims that will likely result in payment based upon historical emergence patterns by type of claim. The estimated number of projected claims by accident year requiring payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF’s estimated liability for incurred but not reported claims.

BNSF 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):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	462		$	540		$	575
Accruals	21			58			77
Payments	(96		)	(136		)	(112		)
Ending balance	$	387		$	462		$	540

At December 31, 2013 and 2012, $85 million and $105 million were included in current liabilities, respectively. In addition, 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 $340 million to $455 million. However, BNSF believes that the $387 million recorded at December 31, 2013, is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

The amounts recorded by BNSF 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.

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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 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

The Company has a consolidated, wholly-owned subsidiary, Burlington Northern Santa Fe Insurance Company, Ltd. (BNSF IC) that provides 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. BNSF IC has entered into annual reinsurance treaty agreements with several other companies. The treaty agreements insure workers compensation, general liability, auto liability and FELA risk. In accordance with the agreements, BNSF IC cedes a portion of its FELA exposure through the treaty and assumes a proportionate share of the entire risk. Each year BNSF IC reviews the objectives and performance of the treaty to determine its continued participation in the treaty. The treaty agreements provide for certain protections against the risk of treaty participants’ non-performance. On an on-going basis, BNSF and/or the treaty manager reviews the credit-worthiness of each of the participants. BNSF does not believe its exposure to treaty participants’ non-performance is material at this time. BNSF IC typically invests in time deposits and money market accounts. At December 31, 2013, there was approximately $480 million related to these third-party investments, which were classified as cash and cash equivalents on the Company’s Consolidated Balance Sheet, as compared with approximately $485 million at December 31, 2012.

Environmental

The Company’s operations, as well as those of its competitors, are subject to extensive federal, state and local environmental regulation. BNSF’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’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 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 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 may be considered a PRP under certain other laws. Accordingly, under CERCLA and other federal and state statutes, BNSF may be held jointly and severally liable for all environmental costs associated with a particular site. If there are other PRPs, BNSF 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 is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for 244 sites, including 16 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’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 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 workplans 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. The most significant assumptions are the possible remediation workplans and estimates of the costs and likelihood of each possible outcome for the larger 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 property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF 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’s recorded liability for third-party tort claims as of both December 31, 2013 and 2012, was $13 million.

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On a quarterly basis, BNSF 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 PRP's 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):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	458		$	570		$	578
Accruals	19			(17		)	43
Payments	(42		)	(95		)	(51		)
Ending balance	$	435		$	458		$	570

At December 31, 2013 and 2012, $60 million and $65 million, respectively, was included in current liabilities.

During the third quarters of 2013, 2012 and 2011, the Company analyzed recent data and trends to ensure the assumptions used by BNSF to estimate its future environmental liability were reasonable. As a result of this study, in the third quarters of 2013, 2012 and 2011, management recorded additional expense of $12 million, $3 million and $29 million as of the respective June 30 measurement dates. The Company plans to update its study again in the third quarter of 2014.

In 2012, settlements with various parties resulted in reductions in expense of approximately $30 million.

BNSF’s environmental liabilities are not discounted. BNSF anticipates that the majority of the accrued costs at December 31, 2013, will be paid over the next ten years, and no individual site is considered to be material.

Liabilities recorded for environmental costs represent BNSF’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’s best estimate of all probable costs, without reduction for anticipated recoveries from third parties, BNSF’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 $330 million to $600 million. However, BNSF believes that the $435 million recorded at December 31, 2013, 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 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 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 a few proceedings 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 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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13. Employment Benefit Plans

BNSF provides a funded, noncontributory qualified pension plan, the BNSF Retirement Plan, which covers most non-union employees, and an unfunded non-tax-qualified pension plan, the BNSF Supplemental Retirement Plan, which covers certain officers and other employees. The benefits under these pension plans are based on years of credited service and the highest consecutive sixty months of compensation for the last ten years of salaried employment with BNSF. The Company also provides two funded, noncontributory qualified pension plans which cover certain union employees of the former The Atchison, Topeka and Santa Fe Railway Company. The benefits under these pension plans are based on elections made at the time the plans were implemented. BNSF’s funding policy is to contribute annually not less than the regulatory minimum and not more than the maximum amount deductible for income tax purposes with respect to the funded plans.

Certain salaried employees of BNSF who have met age and years of service requirements are eligible for medical benefits, including prescription drug coverage, during retirement. The postretirement medical and prescription drug benefit is contributory and provides benefits to retirees and their covered dependents. Retiree contributions are adjusted annually. The plan also contains fixed deductibles, coinsurance and out-of-pocket limitations. In addition, a basic life insurance plan is noncontributory and covers retirees only. Optional life insurance coverage is available for some retirees; however, the retiree is responsible for the full cost. BNSF’s policy is to fund the life insurance premiums and medical benefits as they come due. Generally, employees beginning salaried employment with BNSF subsequent to September 22, 1995, are not eligible for medical benefits during retirement. These benefits are collectively referred to as retiree health and welfare benefits.

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

	Pension Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Service cost	$	47		$	39		$	32
Interest cost	89			100			102
Expected return on plan assets	(124		)	(118		)	(120		)
Amortization of net loss	17			10			—
Settlements	(1		)	—			1
Net cost recognized	$	28		$	31		$	15

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Service cost	$	1		$	1	$	1
Interest cost	12			13		14
Amortization of prior service credits	(1		)	—		—
Amortization of net loss	5			1		—
Net cost recognized	$	17		$	15	$	15

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The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases and expected healthcare cost trend rate increases. The following table shows the change in projected benefit obligation (in millions):

	Pension Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	2,517		$	2,324
Service cost	47			39
Interest cost	89			100
Actuarial (gain) loss	(234		)	212
Plan amendment	(7		)	—
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Projected benefit obligation at end of period	2,220			2,517
Component representing future salary increases	(106		)	(130		)
Accumulated benefit obligation at end of period	$	2,114		$	2,387

	Retiree Health and Welfare Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	314		$	293
Service cost	1			1
Interest cost	12			13
Plan participants’ contributions	3			5
Actuarial (gain) loss	(29		)	31
Plan amendment	—			(5		)
Prior service credits	(7		)	—
Medicare subsidy	—			2
Benefits paid	(22		)	(26		)
Projected benefit obligation at end of period	$	272		$	314

BNSF’s pension plans had plan assets in excess of accumulated and projected benefit obligations at December 31, 2013 and accumulated and projected benefit obligations in excess of plan assets at December 31, 2012.

The following tables show the change in plan assets of the plans (in millions):

	Pension Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	2,014		$	1,817
Actual return on plan assets	625			302
Employer contributionsa	43			53
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Fair value of plan assets at measurement date	$	2,490		$	2,014

^a  Other than contributions to the qualified pension plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

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	Retiree Health and Welfare Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	—		$	—
Employer contributionsa	19			21
Plan participants’ contributions	3			5
Benefits paid	(22		)	(26		)
Fair value of plan assets at measurement date	$	—		$	—

^a  Employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

The following table shows the funded status, defined as plan assets less the projected benefit obligation (in millions):

	Pension Benefits					Retiree Health and Welfare Benefits
	December 31, 2013		December 31, 2012			December 31, 2013			December 31, 2012
Funded status (plan assets less projected benefit obligations)	$	270	$	(503	)	$	(272	)	$	(314	)

Of the combined pension and retiree health and welfare benefits liability of $2 million and $817 million recognized as of December 31, 2013 and 2012, respectively, $30 million and $31 million was included in other current liabilities as of December 31, 2013 and 2012, respectively.

Actuarial gains and losses and prior service credits are recognized in the Consolidated Balance Sheets through an adjustment to AOCI. The following table shows the pre-tax change in AOCI attributable to the components of the net cost and the change in benefit obligation (in millions):

	Pension Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	330		$	311		$	2
Amortization of actuarial loss	(17		)	(10		)	—
Plan amendment	(7		)	—			—
Actuarial (gain) loss	(734		)	29			310
Settlements	1			—			(1		)
Ending balance	$	(427	)	$	330		$	311

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	60		$	35		$	19
Amortization of actuarial loss	(5		)	(1		)	—
Amortization of prior service credits	1			—			—
Plan amendment	—			(5		)	—
Prior service credits	(7		)	—			—
Actuarial (gain) loss	(29		)	31			16
Ending balance	$	20		$	60		$	35

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Less than $1 million, net of tax, of the actuarial losses and prior service credits from defined benefit pension plans and approximately $1 million, net of tax, and $2 million, net of tax, of the actuarial losses and prior service credits, respectively, from retiree health and welfare benefit plans in AOCI are required to be amortized into net periodic benefit cost over the next fiscal year. Pre-tax amounts currently recognized in AOCI consist of the following (in millions):

	Pension Benefits						Retiree Health and Welfare Benefits
	2013			2012			2013			2012
Net actuarial (gain) loss	$	(420	)	$	331		$	31		$	65
Plan amendment	(7		)	—			(5		)	(5		)
Prior service costs	—			—			(6		)	—
Settlements	—			(1		)	—			—
Pre-tax amount recognized in AOCI at December 31,	$	(427	)	$	330		$	20		$	60
After-tax amount recognized in AOCI at December 31,	$	(263	)	$	204		$	12		$	37

The assumptions used in accounting for the BNSF plans were as follows:

	Pension Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Expected long-term rate of return on plan assets	6.75	%	6.75	%	7.50	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Retiree Health and Welfare Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Pension Benefits				Retiree Health and Welfare Benefits
Assumptions Used to Determine Benefit Obligations	December 31, 2013		December 31, 2012		December 31, 2013		December 31, 2012
Discount rate	4.50	%	3.75	%	4.50	%	3.75	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%	3.80	%

BNSF determined the discount rate based on a yield curve that utilizes year-end market yields of high-quality corporate bonds whose maturities match expected payments. The discount rate used for the 2014 calculation of net benefit cost increased to 4.50 percent for both pension and retiree health and welfare benefits, which reflects market conditions at the December 31, 2013, measurement date.

Pension plan assets are generally invested with the long-term objective of earning sufficient amounts to cover expected benefit obligations, while assuming a prudent level of risk. Allocations may change as a result of changing market conditions and investment opportunities. The expected rates of return on plan assets reflect subjective assessments of expected invested asset returns over a period of several years. Generally, past investment returns are not given significant consideration when establishing assumptions for expected long-term rates of returns on plan assets. Actual experience will differ from the assumed rates. The expected rate of return on plan assets was 6.75 percent for 2013 and will be 6.75 percent for 2014. During 2012, BNSF changed the investment management of the BNSF Retirement Plan to an affiliated company.

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The following table is an estimate of the impact on future net benefit cost that could result from hypothetical changes to the most sensitive assumptions, the discount rate and rate of return on plan assets:

Sensitivity Analysis
	Change in Net Benefit Cost
Hypothetical Discount Rate Change	Pension				Retiree Health and Welfare
50 basis point decrease	Less than $1 million			decrease	$	1	million	increase
50 basis point increase	Less than $1 million			increase	$	1	million	decrease
Hypothetical Rate of Return on Plan Assets Change	Pension
50 basis point decrease	$	10	million	increase
50 basis point increase	$	10	million	decrease

The following table presents assumed health care cost trend rates:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Assumed health care cost trend rate for next year (participants under 65)	8.20	%	8.40	%	8.70	%
Assumed health care cost trend rate for next year (participants over 65)a	3.00	%	3.00	%	8.70	%
Rate to which health care cost trend rate is expected to decline and remainb	4.50	%	4.50	%	4.50	%
Year that the rate reaches the ultimate trend rateb	2028		2028		2028

^a Effective January 1, 2013, Medicare-eligible retirees who are enrolled in the retiree medical program received a contribution to a Health Reimbursement Account, which can be used to reimburse plan participants for health insurance premiums and to pay eligible out-of-pocket expenses.

^b For the years ended December 31, 2013 and 2012, the ultimate trend rate only applies to participants under 65.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage point change in assumed health care cost trend rates would have the following effects (in millions):

	One Percentage- Point Increase		One Percentage- Point Decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on postretirement benefit obligation	$	19	$	(16	)

Investments are stated at fair value. The various types of investments are valued as follows:

(i) Equity securities are valued at the last trade price at primary exchange close time on the last business day of the year (Level 1 input). If the last trade price is not available, values are based on bid, ask/offer quotes from contracted pricing vendors, brokers, or investment managers (Level 3 input or Level 2 if corroborated).

(ii) Corporate debt securities, government debt securities, and collateralized obligations and mortgage backed securities are valued based on institutional bid evaluations from contracted vendors. Where available, vendors use observable market-based data to evaluate prices (Level 2 input). This also applies to U.S. Treasury securities included in cash and cash equivalents. If observable market-based data is not available, unobservable inputs such as extrapolated data, proprietary models, and indicative quotes are used to arrive at estimated prices representing the price a dealer would pay for the security (Level 3 input).

(iii) Shares of real estate commingled funds are valued at the quarterly net asset value of units held at year end. Net asset value is based on significant unobservable inputs such as discount rates, capitalization rates and cash flows (Level 3 input).

(iv) Registered investment companies and common/collective trusts are valued at the daily net asset value of shares held at year end. Net asset value is considered a Level 1 input if net asset value is computed daily and redemptions at this value are available to all shareholders without restriction. Net asset value is considered a Level 2 input if the fund may

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restrict share redemptions under limited circumstances or if net asset value is not computed daily. Net asset value is considered a Level 3 input if shares could not be redeemed on the reporting date and net asset value can not be corroborated by trading activity.

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2013, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2013		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securitiesb	$	2,240	$	2,240	$	—	$	—
Corporate debt securities	16		—		16		—
Registered investment companies	60		60		—		—
U.S. government debt securities	10		—		10		—
Real estate	—		—		—		—
Collateralized obligations and mortgage backed securities (MBS)	2		—		2		—
Cash and cash equivalents	162		—		162		—
Totalc	$	2,490	$	2,300	$	190	$	—

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2013, four U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represent approximately 62 percent of total plan assets.

^c Excludes less than $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF's funded pension plans for the year ended December 31, 2013 (in millions):

Level 3 Inputs	Total			Real Estate
Balance as of December 31, 2012	$	32		$	32
Purchases, sales and settlements	(32		)	(32		)
Balance as of December 31, 2013	$	—		$	—

Comparative Prior Year Information

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2012, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2012		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securities b	$	1,364	$	1,364	$	—	$	—
Corporate debt securities	13		—		13		—
Registered investment companies	54		54		—		—
U.S. government debt securities	13		—		13		—
Real estate	32		—		—		32
Collateralized obligations and mortgage backed securities (MBS)	1		—		1		—
Cash and cash equivalents	536		—		536		—
Total c	$	2,013	$	1,418	$	563	$	32

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2012, three U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represented approximately 45 percent of total plan assets.

^c Excludes $1 million accrued for dividend and interest receivable.

43

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF’s funded pension plans for the year ended December 31, 2012 (in millions):

Level 3 Inputs	Total			U.S. Government Debt Securities			Real Estate
Balance as of December 31, 2011	$	130		$	1		$	129
Actual return on plan assets:
Relating to assets still held at reporting date	1			—			1
Relating to assets sold during the period	3			—			3
Purchases, sales and settlements	(102		)	(1		)	(101		)
Balance as of December 31, 2012	$	32		$	—		$	32

The Company is not required to make contributions to the BNSF Retirement Plan in 2014. The Company is required to make contributions of $7 million to its other funded pension plans. The Company expects to make benefit payments in 2014 of $9 million from its unfunded non-qualified pension plan.

The following table shows expected benefit payments from its defined benefit pension plans and expected claim payments for the retiree health and welfare plan for the next five fiscal years and the aggregate five years thereafter (in millions):

Fiscal year	Expected Pension Plan Benefit Payments		a	Expected Retiree Health and Welfare Payments
2014	$	166		$	22
2015	$	156		$	22
2016	$	156		$	21
2017	$	156		$	21
2018	$	153		$	20
2019-2023	$	719		$	92

^a Primarily consists of the BNSF Retirement Plan payments, which are made from the plan trust and do not represent an immediate cash outflow to the Company.

Defined Contribution Plans

BNSF sponsors qualified 401(k) plans that cover substantially all employees and a non-qualified defined contribution plan that covers certain officers and other employees. BNSF matched 50 percent of the first six percent of non-union employees’ contributions and matched 25 percent on the first four percent of a limited number of union employees’ contributions, which are subject to certain percentage limits of the employees’ earnings, at each pay period. Non-union employees are also eligible to receive an annual discretionary matching contribution of up to 30 percent of the first six percent of their contributions. Employer contributions are subject to a five-year length of service vesting schedule. BNSF’s 401(k) matching expense was $34 million, $32 million and $31 million during the years ended December 31, 2013, 2012 and 2011, respectively.

Effective January 1, 2014, BNSF will increase its match of the first six percent of non-union employees' contributions from 50 percent to 75 percent. The increased match replaces the discretionary matching contribution of up to 30 percent discussed above.

Other

Under collective bargaining agreements, BNSF participates in multi-employer benefit plans that provide certain postretirement health care and life insurance benefits for eligible union employees. Insurance premiums paid attributable to retirees, which are generally expensed as incurred, were $65 million, $71 million and $73 million during the years ended December 31, 2013, 2012 and 2011, respectively. The average number of employees covered under these plans were 37 thousand, 36 thousand and 35 thousand during the years ended December 31, 2013, 2012 and 2011, respectively.

44

14. Related Party Transactions

The companies identified as affiliates of BNSF include Berkshire and its subsidiaries. For the year ended December 31, 2013 and 2012, the Company declared and paid distributions of $4 billion and $3.75 billion, respectively, to its parent company. For the year ended December 31, 2013 and 2012, the Company received tax refunds of $8 million and $0 million, respectively, from Berkshire, and made cash payments of $1,560 million and $1,033 million, respectively, for income taxes to Berkshire.

BNSF engages in various arm's-length transactions with affiliates in the ordinary course of business. The following table summarizes revenues earned by BNSF for services provided to affiliates and expenditures to affiliates (in millions):

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Revenues	$	150	$	50	$	41
Expenditures	$	20	$	23	$	15

15. Stock-Based Compensation

Prior to the Merger, BNSF shareholders approved the Burlington Northern Santa Fe 1999 Stock Incentive Plan and subsequent amendments which authorized BNSF common stock to be issued in connection with stock options, restricted stock, restricted stock units and performance stock.

Following the Merger, no further grants of BNSF stock were made under the BNSF stock-based compensation plans and each outstanding stock option or share award of BNSF common stock was converted into an option or restricted stock unit of Berkshire Class B Common Stock, in accordance with a formula to convert such awards.

Certain outstanding option awards provided for a reload feature if the eligible employee paid all or a portion of the purchase price with Berkshire stock. In that event, the employee was issued new options to purchase additional shares of Berkshire Class B Common Stock equal to the number of shares of stock surrendered in such payment.

Stock Options

All stock options granted in the period presented relate to reload grants. No remaining options at December 31, 2013 provide for a reload feature. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.

A summary of the status of stock options is presented below (options in thousands, aggregate intrinsic value in millions):

	Options		Weighted Average Exercise Prices		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance at December 31, 2012	6,931		$	59.00	4.47	$	213
Granted	1		114.75
Exercised	(1,482	)	56.15
Balance at December 31, 2013	5,450		$	59.78	3.77	$	320
Options exercisable at December 31, 2013	5,449		$	59.77	3.77	$	320

The total intrinsic value of options exercised was $75 million, $95 million and $55 million during the years ended December 31, 2013, 2012 and 2011, respectively.

45

16. Accumulated Other Comprehensive Income

The following table provides the changes of accumulated other comprehensive (loss) income by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2012	$	(241	)	$	(4	)	$	(245	)
Other comprehensive income before reclassifications	478			(2		)	476
Amounts reclassified from accumulated other comprehensive income	14			—			14
Balance at December 31, 2013	$	251		$	(6	)	$	245

^a Amounts are net of tax. See Note 13 for additional details.

Reclassifications out of Accumulated Other Comprehensive Income
	Year Ended
Details about Accumulated Other Comprehensive Income Components	December 31, 2013			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Actuarial losses	$	22		b
Prior service costs	(1		)	b
	21			Total before tax
	(7		)	Tax expense/(benefit)
Total reclassifications for the period	$	14		Net of tax

^b This accumulated other comprehensive loss component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 13 for additional details).

17. Quarterly Financial Data—Unaudited

Dollars in millions

2013	Fourth		Third		Second		First
Revenues	$	5,757	$	5,651	$	5,322	$	5,284
Operating income	$	1,882	$	1,740	$	1,577	$	1,468
Net income	$	1,122	$	989	$	884	$	798

2012	Fourth		Third		Second		First
Revenues	$	5,428	$	5,343	$	5,062	$	5,002
Operating income	$	1,640	$	1,669	$	1,438	$	1,265
Net income	$	932	$	937	$	802	$	701

46

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this annual report on Form 10-K, the Company's principal executive officer and principal financial officer have concluded that BNSF’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 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’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of BNSF is responsible for establishing and maintaining adequate internal control over financial reporting. BNSF’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of BNSF’s financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States of America.

Management assessed the effectiveness of BNSF’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (1992). Based on management’s assessment, management concluded that as of December 31, 2013, BNSF’s internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

As of the period covered by this report, the Company has concluded that there have been no changes in BNSF’s internal control over financial reporting that occurred during BNSF’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, BNSF’s internal control over financial reporting.  

Item 9B. Other Information

None.

47

Part III 

Item 14. Principal Accountant Fees and Services

Independent Registered Public Accounting Firm Fees

The following table presents the fees incurred by BNSF, including its majority-owned subsidiaries, for services provided by Deloitte & Touche LLP, the independent registered public accounting firm, for the twelve months ended December 31, 2013 and 2012 (in thousands):

	2013		2012
Audit fees	$	2,200	$	2,045
Audit-related fees	—		97
Tax fees	—		—
All other fees	15		—
Total	$	2,215	$	2,142

Audit Fees 

Audit fees consist of professional services for audits of financial statements, quarterly reviews, internal control reviews, comfort letters provided in conjunction with the issuance of debt, and agreed-upon procedures performed on the Annual Report R-1 filed by BNSF Railway with the Surface Transportation Board.

Audit-Related Fees

Audit-related fees consist of professional services for consultation on accounting standards and transactions and agreed-upon procedures.

Tax Fees

Tax fees consist of professional services for tax compliance, tax audit and tax planning for specific transactions or potential transactions of the Company. No tax fees were billed in 2013.

All Other Fees

All other fees consist of subscription-related fees.

Pre-Approval Policies and Procedures

The Registrant is an indirect, wholly-owned subsidiary of Berkshire Hathaway Inc. and does not have an audit committee. During 2013 and 2012, the Audit Committee of Berkshire Hathaway Inc. pre-approved all fees and services provided by the independent registered public accounting firm, subject to the exceptions for non-audit services described in the Securities Exchange Act of 1934 and rules and regulations thereunder.

48

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

1. Consolidated Financial Statements—see Item 8.

Schedules are omitted because they are not required or applicable, or the required information is included in the Consolidated Financial Statements or related notes.

2. Exhibits:

See Index to Exhibits beginning on page E-1 for a description of the exhibits filed as a part of this Report on Form

10-K.

49

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Burlington Northern Santa Fe, LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Burlington Northern Santa Fe, LLC
		By:	/s/   Matthew K. Rose
Dated:	February 28, 2014		Matthew K. Rose Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Burlington Northern Santa Fe, LLC and in the capacities and on the date indicated.

Signature		Title
	/s/    Matthew K. Rose	Chairman and Chief Executive Officer
	Matthew K. Rose	(Principal Executive Officer), and Manager
	/s/    Carl R. Ice	President and Chief Operating Officer
	Carl R. Ice	(Principal Executive Officer), and Manager
	/s/    Julie A. Piggott	Executive Vice President and Chief Financial Officer
	Julie A. Piggott	(Principal Financial Officer), and Manager
	/s/    Jon I. Stevens	Vice President and Controller
	Jon I. Stevens	(Principal Accounting Officer)
	/s/    Stevan B. Bobb	Manager
	Stevan B. Bobb
	/s/    Warren E. Buffett*	Manager
	Warren E. Buffett
	/s/    Gregory C. Fox	Manager
	Gregory C. Fox
	/s/    Marc D. Hamburg*	Manager
	Marc D. Hamburg
	/s/    Roger Nober	Manager
	Roger Nober

		*By:	/s/   Judy K. Carter
Dated:	February 28, 2014		Judy K. Carter Secretary

S-1

Burlington Northern Santa Fe, LLC and Subsidiaries

Exhibit Index

			Incorporated by Reference (if applicable)
Exhibit Number and Description			Form	File Date	File No.	Exhibit
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
	2.1	Agreement and Plan of Merger by and among Berkshire Hathaway Inc., R Acquisition Company, LLC, and Burlington Northern Santa Fe Corporation, dated November 2, 2009. Ø	8-K	11/3/2009	1-11535	2.1
(3)	Articles of Incorporation and Bylaws
	3.1	Certificate of Formation dated November 2, 2009.	8-K	2/16/2010	1-11535	3.1
	3.2	Amended and Restated Limited Liability Operating Agreement of Burlington Northern Santa Fe, LLC, dated February 12, 2010.	8-K	2/16/2010	1-11535	3.4
	3.3	Written Consent of the Sole Member, dated April 8, 2010, amending the Amended and Restated Limited Liability Operating Agreement.	8-K	4/8/2010	1-11535	3.1
(4)	Instruments defining the rights of security holders, including indentures
	4.1	Indenture, dated as of December 1, 1995, between BNSF and The First National Bank of Chicago, as Trustee.	S-3	2/8/1999	333-72013	4
	4.2	Form of BNSF’s 6 3/4% Debentures Due March 15, 2029.	10-K	3/31/1999	1-11535	4.3
	4.3	Form of BNSF’s 6.70% Debentures Due August 1, 2028.	10-K	3/31/1999	1-11535	4.4
	4.4	Form of BNSF’s 8.125% Debentures Due April 15, 2020.	10-K	2/12/2001	1-11535	4.6
	4.5	Form of BNSF’s 7.95% Debentures Due August 15, 2030.	10-K	2/12/2001	1-11535	4.7
	4.6	Officers’ Certificate of Determination as to the terms of BNSF’s 4.875% Notes Due January 15, 2015, including Exhibit A thereto, the form of the Notes.	8-K	12/9/2004	1-11535	4.1
	4.7	Indenture, dated as of December 8, 2005, between BNSF and U.S. Bank Trust National Association, as Trustee.	S-3 ASR	12/8/2005	333-130214	4.1
	4.8	Certificate of Trust of BNSF Funding Trust I, executed and filed by U.S. Bank Trust National Association, Linda Hurt and James Gallegos, as Trustees.	S-3 ASR	12/8/2005	333-130214	4.3
	4.9	Amended and Restated Declaration of Trust of BNSF Funding Trust I, dated as of December 15, 2005.	8-K	12/15/2005	1-11535	4.4
	4.10	Guarantee Agreement between BNSF and U.S. Bank Trust National Association, as Guarantee Trustee, dated as of December 15, 2005.	8-K	12/15/2005	1-11535	4.5
	4.11	First Supplemental Indenture, dated as of December 15, 2005, between BNSF and U.S. Bank Trust National Association, as Trustee.	8-K	12/15/2005	1-11535	4.6
	4.12	Agreement as to Expenses and Liabilities dated as of December 15, 2005, between BNSF and BNSF Funding Trust I.	8-K	12/15/2005	1-11535	4.4 (Exhibit C)
	4.13	Form of BNSF Funding Trust I’s 6.613% Trust Preferred Securities.	8-K	12/15/2005	1-11535	4.4 (Exhibit D)
	4.14	Officer’s Certificate of Determination as to the terms of BNSF’s 6.20% Debentures Due August 15, 2036, including the form of the Debentures.	10-Q	10/24/2006	1-11535	4.1
	4.15	First Supplemental Indenture, dated as of April 13, 2007, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Trust Company, N.A., as Trustee.	8-K	4/13/2007	1-11535	4.1
	4.16	Officer’s Certificate of Determination as to the terms of BNSF’s 5.65% Debentures due May 1, 2017, and 6.15% Debentures Due May 1, 2037, including the forms of the Debentures.	8-K	4/13/2007	1-11535	4.2
	4.17	Second Supplemental Indenture, dated as of March 14, 2008, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	3/14/2008	1-11535	4.1

E-1

		Incorporated by Reference (if applicable)
Exhibit Number and Description		Form	File Date	File No.	Exhibit
4.18	Officer’s Certificate of Determination as to the terms of BNSF’s 5.75% Notes due March 18, 2018, including the form of the Notes.	8-K	3/14/2008	1-11535	4.2
4.19	Third Supplemental Indenture, dated as of December 3, 2008, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	12/3/2008	1-11535	4.1
4.20	Officer’s Certificate of Determination as to the terms of BNSF’s 7.00% Debentures due February 1, 2014.	8-K	12/3/2008	1-11535	4.2
4.21	Fourth Supplemental Indenture, dated as of September 24, 2009, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee including the form of BNSF’s 4.700% Notes due October 1, 2019.	8-K	9/24/2009	1-11535	4.1
4.22	Certificate of Determination as to the terms of BNSF’s 4.700% Notes due October 1, 2019.	8-K	9/24/2009	1-11535	4.2
4.23	Fifth Supplemental Indenture, dated as of February 11, 2010, by and among Burlington Northern Santa Fe Corporation, R Acquisition Company, LLC and The Bank of New York Mellon Trust Company, N.A.	8-K	2/16/2010	1-11535	4.1
4.24	Second Supplemental Indenture, dated as of February 11, 2010, by and among Burlington Northern Santa Fe Corporation, R Acquisition Company, LLC and U.S. Bank Trust National Association.	8-K	2/16/2010	1-11535	4.2
4.25	Sixth Supplemental Indenture, dated as of May 17, 2010, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	5/17/2010	1-11535	4.1
4.26	Certificate of Determination as to the terms of BNSF’s 5.75% Debentures due May 1, 2040.	8-K	5/17/2010	1-11535	4.2
4.27	Seventh Supplemental Indenture, dated as of September 10, 2010, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	9/10/2010	1-11535	4.1
4.28	Certificate of Determination as to the terms of BNSF’s 3.60% Debentures due September 1, 2020 and 5.05% Debentures due March 1, 2041.	8-K	9/10/2010	1-11535	4.2
4.29	Eighth Supplemental Indenture, dated as of May 19, 2011, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	5/19/2011	1-11535	4.1
4.30	Certificate of Determination as to the terms of BNSF's 4.10% Debentures due June 1, 2021 and 5.40% Debentures due June 1, 2041.	8-K	5/19/2011	1-11535	4.2
4.31	Ninth Supplemental Indenture, dated as of August 22, 2011, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	8/22/2011	1-11535	4.1
4.32	Certificate of Determination as to the terms of BNSF's 3.45% Debentures due September 15, 2021 and 4.95% Debentures due September 15, 2041.	8-K	8/22/2011	1-11535	4.2
4.33	Tenth Supplemental Indenture, dated as of March 2, 2012, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	3/2/2012	1-11535	4.1
4.34	Certificate of Determination as to the terms of BNSF's 3.05% Debentures due March 15, 2022 and 4.40% Debentures due March 15, 2042.	8-K	3/2/2012	1-11535	4.2
4.35	Eleventh Supplemental Indenture, dated as of August 23, 2012, to Indenture dated as of December 1, 1995 between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	8/23/2012	1-11535	4.1
4.36	Certificate of Determination as to the terms of BNSF's 3.050% Debentures due September 1, 2022 and 4.375% Debentures due September 1, 2042.	8-K	8/23/2012	1-11535	4.2
4.37	Twelfth Supplemental Indenture, dated as of March 12, 2013, to Indenture dated as of December 1, 1995 between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	3/12/2013	1-11535	4.1

E-2

			Incorporated by Reference (if applicable)
Exhibit Number and Description			Form	File Date	File No.	Exhibit
	4.38	Certificate of Determination as to the terms of BNSF's 3.00% Debentures due March 15, 2023 and 4.45% Debentures due March 15, 2043.	8-K	3/12/2013	1-11535	4.2
	4.39	Thirteenth Supplemental Indenture, dated as of August 22, 2013, to Indenture dated December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	8/22/2013	1-11535	4.1
	4.40	Certificate of Determination as to the terms of BNSF's 3.850% Debentures due September 1, 2023 and 5.150% Debentures due September 1, 2043.	8-K	8/22/2013	1-11535	4.2
	Certain instruments evidencing long-term indebtedness of BNSF are not being filed as exhibits to this Report because the total amount of securities authorized under any single such instrument does not exceed 10% of BNSF’s total assets. BNSF will furnish copies of any material instruments upon request of the Securities and Exchange Commission.
(10)	Material Contracts
	10.23	Replacement Capital Covenant, dated as of December 15, 2005, by BNSF in favor of and for the benefit of each Covered Debtholder (as defined therein).	10-K	2/17/2006	1-11535	10.41
(12)	Statements re: Computation of Ratios
	12.1	Computation of Ratio of Earnings to Fixed Charges.‡
(23)	Consents of experts and counsel
	23.1	Consent of Deloitte & Touche LLP. ‡
(24)	Power of Attorney
	24.1	Power of Attorney.‡
(31)	Rule 13a-14(a)/15d-14(a) Certifications
	31.1	Principal Executive Officer’s Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).‡
	31.2	Principal Financial Officer’s Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).‡
(32)	Section 1350 Certifications
	32.1	Certification Pursuant to Rule 13a-14(b) and 18 U.S.C. § 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).‡
(101)	XBRL-Related Documents
	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    Document    101.PRE - XBRL Taxonomy Extension Presentation    Linkbase Document The following financial information from Burlington Northern Santa Fe, LLC's Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL includes: (i) the Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011, (iii) the Consolidated Balance Sheets as of December 31, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011, and (v) the Notes to the Consolidated Financial Statements. ‡

‡ Filed herewith

Ø References to BNSF refer to Burlington Northern Santa Fe Corporation for all periods through February 12, 2010, and to Burlington Northern Santa Fe, LLC for all periods on or after February 13, 2010.

E-3

EX-12.1

Exhibit 12.1

Burlington Northern Santa Fe, LLC and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

In millions, except ratio amounts

(Unaudited)

	2013a		2012a		2011a		February 13 - December 31, 2010a		January 1 - February 12, 2010a		2009a
Earnings:
Income before income taxes	$	5,928	$	5,377	$	4,741	$	3,611	$	377	$	2,641
Add:
Interest and other fixed charges, excluding capitalized interest	729		623		560		435		72		613
Reasonable approximation of portion of rent under long-term operating leases representative of an interest factor	189		197		249		225		35		268
Distributed income of investees accounted for under the equity method	7		6		6		5		−		5
Amortization of capitalized interest	2		1		1		−		1		4
Less:
Equity in earnings of investments accounted for under the equity method	14		14		15		15		1		12
Total earnings available for fixed charges	$	6,841	$	6,190	$	5,542	$	4,261	$	484	$	3,519
Fixed charges:
Interest and fixed charges	$	758	$	647	$	580	$	448	$	73	$	631
Reasonable approximation of portion of rent under long-term operating leases representative of an interest factor	189		197		249		225		35		268
Total fixed charges	$	947	$	844	$	829	$	673	$	108	$	899
Ratio of earnings to fixed charges	7.22x		7.33x		6.69x		6.33x		4.48x		3.91x

^a For the periods through February 12, 2010, amounts relate to Burlington Northern Santa Fe Corporation. For all periods on or after February 13, 2010, amounts relate to Burlington Northern Santa Fe, LLC.

E-4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-188502 on Form S-3 of our report dated February 28, 2014, relating to the consolidated financial statements of Burlington Northern Santa Fe, LLC and subsidiaries, appearing in this Annual Report on Form 10-K of Burlington Northern Santa Fe, LLC and subsidiaries for the year ended December 31, 2013.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas

February 28, 2014

E-5

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

WHEREAS, BURLINGTON NORTHERN SANTA FE, LLC, a Delaware limited liability company (the “Company”), will file with the U.S. Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the fiscal year ended December 31, 2013; and

WHEREAS, the undersigned serve the Company in the capacity indicated;

NOW, THEREFORE, the undersigned hereby constitutes and appoints JULIE A. PIGGOTT or JUDY K. CARTER, her attorney with full power to act for her in her name, place and stead, to sign her name in the capacity set forth below, to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2013, and to any and all amendments to such Annual Report on Form 10-K, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been executed by the undersigned this 28^th day of February, 2014.

/s/ Warren E. Buffett	/s/ Marc D. Hamburg
Warren E. Buffett, Manager	Marc D. Hamburg, Manager
/s/ Matthew K. Rose	/s/ Carl R. Ice
Matthew K. Rose, Manager and Chairman and Chief Executive Officer	Carl R. Ice, Manager and President and Chief Operating Officer
/s/ Gregory C. Fox	/s/ Julie A. Piggott
Gregory C. Fox, Manager	Julie A. Piggott, Manager and Executive Vice President and Chief Financial Officer
/s/ Stevan B. Bobb	/s/ Roger Nober
Stevan B. Bobb, Manager	Roger Nober, Manager

E-6

EX-31.1

Exhibit 31.1

Principal Executive Officer’s Certifications

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

I, Matthew K. Rose, certify that:

1. I have reviewed this annual report on Form 10-K of Burlington Northern Santa Fe, LLC;

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.

		/s/    Matthew K. Rose
Date:	February 28, 2014	Matthew K. Rose          Chairman and          Chief Executive Officer

E-7

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 annual report on Form 10-K of Burlington Northern Santa Fe, LLC;

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.

		/s/    Julie A. Piggott
Date:	February 28, 2014	Julie A. Piggott          Executive Vice President and          Chief Financial Officer

E-8

EX-32.1

Exhibit 32.1

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

(Section 906 of Sarbanes-Oxley Act of 2002)

Burlington Northern Santa Fe, LLC

In connection with the Annual Report of Burlington Northern Santa Fe, LLC (the “Company”) on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Matthew K. Rose, Chairman 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/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.

Dated: February 28, 2014

/s/    Matthew K. Rose	/s/    Julie A. Piggott
Matthew K. Rose          Chairman and          Chief Executive Officer	Julie A. Piggott           Executive Vice President and           Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Burlington Northern Santa Fe, LLC and will be retained by Burlington Northern Santa Fe, LLC and furnished to the Securities and Exchange Commission or its staff upon request.

E-9

XML

Quarterly Financial Data - Unaudited (Tables)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Quaterly Financial Data Unaudited [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

2013	Fourth		Third		Second		First
Revenues	$	5,757	$	5,651	$	5,322	$	5,284
Operating income	$	1,882	$	1,740	$	1,577	$	1,468
Net income	$	1,122	$	989	$	884	$	798

2012	Fourth		Third		Second		First
Revenues	$	5,428	$	5,343	$	5,062	$	5,002
Operating income	$	1,640	$	1,669	$	1,438	$	1,265
Net income	$	932	$	937	$	802	$	701

XML

Debt Debt Outstanding (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Debt Instrument [Line Items]
Total Debt	$ 17,006	[1]	$ 14,533	[1]
Total Debt, Weighted Average Interest Rate	5.30%
Total long-term debt	16,361	[1]	14,080	[1]
Current portion of debt	(645)	[1]	(453)	[1]
Short-term Debt, Weighted Average Interest Rate	6.80%	[1]	5.10%	[1]
Notes and Debentures [Member]
Debt Instrument [Line Items]
Total Debt	15,344	[1]	12,600	[1]
Total Debt, Weighted Average Interest Rate	5.20%	[1]	5.40%	[1]
Equipment Obligations [Member]
Debt Instrument [Line Items]
Total Debt	122	[1]	153	[1]
Total Debt, Weighted Average Interest Rate	5.70%	[1]	5.90%	[1]
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Total Debt	854	[1]	971	[1]
Total Debt, Weighted Average Interest Rate	6.00%	[1]	6.00%	[1]
Mortgage Bonds [Member]
Debt Instrument [Line Items]
Total Debt	82	[1]	85	[1]
Total Debt, Weighted Average Interest Rate	4.50%	[1]	4.70%	[1]
Financing Obligation [Member]
Debt Instrument [Line Items]
Total Debt	266	[1]	296	[1]
Total Debt, Weighted Average Interest Rate	6.30%	[1]	6.20%	[1]
Unamortized Fair Value Adjustment [Member]
Debt Instrument [Line Items]
Total Debt	$ 338	[1]	$ 428	[1]

[1] Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

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Accounts Receivable, Net (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for bill adjustments and uncollectible accounts	$ 54	$ 48
Accounts receivable greater than 90 days old	$ 50	$ 36

XML

Employment Benefit Plans Other Details (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Description of 401(k) plans and non-qualified defined contribution plan	BNSF sponsors qualified 401(k) plans that cover substantially all employees and a non-qualified defined contribution plan that covers certain officers and other employees. BNSF matched 50 percent of the first six percent of non-union employees’ contributions and matched 25 percent on the first four percent of a limited number of union employees’ contributions, which are subject to certain percentage limits of the employees’ earnings, at each pay period. Non-union employees are also eligible to receive an annual discretionary matching contribution of up to 30 percent of the first six percent of their contributions. Employer contributions are subject to a five-year length of service vesting schedule.
401(k) matching expense	$ 34	$ 32	$ 31
Collective bargaining agreements description	Under collective bargaining agreements, BNSF participates in multi-employer benefit plans that provide certain postretirement health care and life insurance benefits for eligible union employees.
Multiemployer Plan, insurance premiums	65	71	73
Average number of employees covered under multi-employer benefit plans	37,000	36,000	35,000
Funded Pension Plan [Member] | Pension Plan, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year	7
Unfunded Non-Qualified Pension Plan [Member] | Pension Plan, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year	$ 9

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Debt Debt Obligation Maturities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Debt Maturities [Abstract]
Debt maturities - 2014	$ 645
Debt maturities - 2015	363
Debt maturities - 2016	383
Debt maturities - 2017	715
Debt maturities - 2018	720
Debt maturities - Thereafter	14,180
Total Debt	17,006	[1]	14,533	[1]
Total Debt excluding capital leases	16,066	[2],[3]
Total Debt excluding capital leases, Fair Value	$ 16,507	[3]	$ 15,291	[3]
Weighted Average Interest Rate on Debt and Capital Lease Obligations [Abstract]
Weighted Average Interest Rate On Debt And Capital Lease Obligations - 2014	6.80%
Weighted Average Interest Rate On Debt And Capital Lease Obligations - 2015	5.20%
Weighted Average Interest Rate On Debt And Capital Lease Obligations - 2016	6.60%
Weighted Average Interest Rate On Debt And Capital Lease Obligations - 2017	5.70%
Weighted Average Interest Rate On Debt And Capital Lease Obligations - 2018	5.80%
Weighted Average Interest Rate On Debt And Capital Lease Obligations - Thereafter	5.10%
Total Debt, Weighted Average Interest Rate	5.30%

[1] Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

[2] Amount also excludes unamortized fair value adjustment under acquisition method accounting related to capital leases.

[3] Amount also excludes unamortized gains on interest rate swaps.

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Income Taxes Reconciliaton of Changes in Unrecognized Tax Benefits Liabilities / (Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning Balance	$ 48	$ 110	$ 112
Additions for tax positions related to current year	16	12	47
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	1
Reductions for tax positions taken in prior years		(2)	(40)
Additions for tax positions as a result of settlements	1		8
Reductions for tax positions as a result of settlements		(53)
Reductions for tax positions as a result of lapse of statute of limitations	(10)	(19)	(17)
Ending Balance	56	48	110
Unrecognized Tax Benefits	56	48	110
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 38

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Debt outstanding was as follows (in millions):

	December 31, 2013 a					December 31, 2012 a
Notes and debentures, due 2014 to 2097	$	15,344		5.2	%	$	12,600		5.4	%
Equipment obligations, due 2014 to 2027	122			5.7		153			5.9
Capitalized lease obligations, due 2014 to 2028	854			6.0		971			6.0
Mortgage bonds, due 2014 to 2047	82			4.5		85			4.7
Financing obligations, due 2014 to 2028	266			6.3		296			6.2
Unamortized fair value adjustment under acquisition method accounting, discount and other, net	338					428
Total	17,006					14,533
Less current portion of long-term debt	(645		)	6.8	%	(453		)	5.1	%
Long-term debt	$	16,361				$	14,080

^a  Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

Schedule of Maturities of Long-term Debt [Table Text Block]

The following table provides fair value information for the Company’s debt obligations including principal cash flows, related weighted average interest rates by contractual maturity dates and fair value. The Company had no outstanding variable rate debt at December 31, 2013.

	December 31, 2013
	Maturity Date																		Total Including Capital Leases			Total Excluding Capital Leases a,b		Fair Value Excluding Capital Leases b
	2014			2015			2016			2017			2018			Thereafter
Fixed-rate debt (in millions)	$	645		$	363		$	383		$	715		$	720		$	14,180		$	17,006		$	16,066	$	16,507
Average interest rate	6.8		%	5.2		%	6.6		%	5.7		%	5.8		%	5.1		%	5.3		%

^a Amount also excludes unamortized fair value adjustment under acquisition method accounting related to capital leases.

^b Amount also excludes unamortized gains on interest rate swaps.

Schedule of Guarantor Obligations

Debt and other obligations of non-consolidated entities guaranteed by the Company as of December 31, 2013, were as follows (dollars in millions):

	Guarantees
	BNSF Ownership Percentage		Principal Amount Guaranteed			Maximum Future Payments			Maximum Recourse Amount		a	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/A		d	N/A		d	N/A		d	4	$	6	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 for BNSF’s negligence or the negligence of the indemnified party. However, BNSF could receive reimbursement from certain insurance policies if the liability exceeds a certain amount.

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Stock-Based Compensation Stock Options (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of options outstanding, Beginning of period	6,931
Options, Granted in the period	1
Options, Exercised in the period	(1,482)
Number of options outstanding, End of period	5,450	6,931
Options, Exercisable	5,449
Weighted Average Exercise Price, Beginning of period	$ 59.00
Options, Grants in Period, Weighted Average Exercise Price	$ 114.75
Options, Exercises in Period, Weighted Average Exercise Price	$ 56.15
Weighted Average Exercise Price, End of period	$ 59.78	$ 59.00
Options, Exercisable, Weighted Average Exercise Price	$ 59.77
Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 9 months 7 days	4 years 5 months 19 days
Aggregate Intrinsic Value, Beginning of period	$ 213
Aggregate Intrinsic Value, End of period	320	213
Options, Exercisable, Aggregate Intrinsic Value	320
Total intrinsic value of options exercised	$ 75	$ 95	$ 55

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Debt Debt Capital Leases (Details) (Capital Lease Obligations [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Capital leases entered into to finance maintenance of way and other vehicles and equipment	$ 0	$ 0	$ 0

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Quarterly Financial Data - Unaudited (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
schedule of quarterly financial information Unaudited [Line Items]
Revenue, Net	$ 5,757	$ 5,651	$ 5,322	$ 5,284	$ 5,428	$ 5,343	$ 5,062	$ 5,002	$ 22,014	$ 20,835	$ 19,548
Operating Income (Loss)	1,882	1,740	1,577	1,468	1,640	1,669	1,438	1,265	6,667	6,012	5,310
Net income	$ 1,122	$ 989	$ 884	$ 798	$ 932	$ 937	$ 802	$ 701	$ 3,793	$ 3,372	$ 2,972

XML

Employment Benefit Plans Expected Benefit Payments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Pension Plan, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Expected benefit payments, 2014	$ 166	[1]
Expected benefit payments, 2015	156	[1]
Expected benefit payments, 2016	156	[1]
Expected benefit payments, 2017	156	[1]
Expected benefit payments, 2018	153	[1]
Expected benefit payments, 2019 - 2023	719	[1]
Retiree Health and Welfare Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected benefit payments, 2014	22
Expected benefit payments, 2015	22
Expected benefit payments, 2016	21
Expected benefit payments, 2017	21
Expected benefit payments, 2018	20
Expected benefit payments, 2019 - 2023	$ 92

[1] Primarily consists of the BNSF Retirement Plan payments, which are made from the plan trust and do not represent an immediate cash outflow to the Company.

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Quarterly Financial Data - Unaudited

12 Months Ended

Dec. 31, 2013

Quaterly Financial Data Unaudited [Abstract]

Quarterly Financial Information [Text Block]

Quarterly Financial Data—Unaudited

Dollars in millions

2013	Fourth		Third		Second		First
Revenues	$	5,757	$	5,651	$	5,322	$	5,284
Operating income	$	1,882	$	1,740	$	1,577	$	1,468
Net income	$	1,122	$	989	$	884	$	798

2012	Fourth		Third		Second		First
Revenues	$	5,428	$	5,343	$	5,062	$	5,002
Operating income	$	1,640	$	1,669	$	1,438	$	1,265
Net income	$	932	$	937	$	802	$	701

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Goodwill and Other Intangible Assets and Liablities Schedule of Goodwill (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012 (As Adjusted)	Dec. 31, 2012 (As Reported)
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 14,819	$ 14,803	$ 14,803
Goodwill, Acquired During Period	0	33	33
Acquisition Valuation	0	(17)	0
Goodwill, Ending Balance	$ 14,819	$ 14,819	$ 14,836

XML

Derivative Activities Fuel - Effects of Derivative Instruments Gains and Losses (Details) (Cash Flow Hedging, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (OCI) on Derivatives (Effective Portion)	$ 0		$ 7		$ 50
Amount of Gain or (Loss) Recognized from AOCL into Income (Effective Portion)	0		25		98
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)	0	[1]	(3)	[1]	(16)	[1]
Fuel Contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (OCI) on Derivatives (Effective Portion)	0		7		50
Fuel Contracts | Fuel Expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized from AOCL into Income (Effective Portion)	0		25		98
Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)	$ 0	[1]	$ (3)	[1]	$ (16)	[1]

[1] No portion of the loss was excluded from the assessment of hedge effectiveness for the periods then ended.

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Accumulated Other Comprehensive Loss Reclassification out of Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Tax expense (benefit)									$ 2,135		$ 2,005	$ 1,769
Net of tax	1,122	989	884	798	932	937	802	701	3,793		3,372	2,972
Accumulated Defined Benefit Plans Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Actuarial losses									22	[1]
Prior service costs									(1)	[1]
Total before tax									21
Tax expense (benefit)									(7)
Net of tax									$ 14

[1] This accumulated other comprehensive loss component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 13 for additional details).

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the status of stock options is presented below (options in thousands, aggregate intrinsic value in millions):

	Options		Weighted Average Exercise Prices		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance at December 31, 2012	6,931		$	59.00	4.47	$	213
Granted	1		114.75
Exercised	(1,482	)	56.15
Balance at December 31, 2013	5,450		$	59.78	3.77	$	320
Options exercisable at December 31, 2013	5,449		$	59.77	3.77	$	320

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Other Assets (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Jul. 31, 2010	Dec. 31, 2013
Variable Interest Entity [Line Items]
Unconsolidated Partnership, assets		$ 410
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Company limited partner holding interest, percentage	99.90%
Unamortized investment balance classified as Other Assets		376
Remaining commitments classified as Other Liabilities		18
Maximum exposure to loss		$ 376
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
General partner holding interest, percentage	0.10%

XML

Employment Benefit Plans Assumptions Used (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Pension Plan, Defined Benefit	Dec. 31, 2012 Pension Plan, Defined Benefit	Dec. 31, 2011 Pension Plan, Defined Benefit	Dec. 31, 2013 Retiree Health and Welfare Benefits		Dec. 31, 2012 Retiree Health and Welfare Benefits		Dec. 31, 2011 Retiree Health and Welfare Benefits		Dec. 31, 2014 Scenario, Forecast [Member]	Dec. 31, 2014 Scenario, Forecast [Member] Pension Plan, Defined Benefit
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount Rate - expense	3.75%	4.50%	5.25%	3.75%		4.50%		5.25%		4.50%
Expected Long-term Return on Assets - expense	6.75%	6.75%	7.50%								6.75%
Rate of Compensation Increase - expense	3.80%	3.80%	3.80%	3.80%		3.80%		3.80%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount Rate - benefit obligations	4.50%	3.75%		4.50%		3.75%
Rate of Compensation Increase - benefit obligations	3.80%	3.80%		3.80%		3.80%
Assumptions Sensitivity Analysis [Abstract]
Effect of 50 basis point decrease in discount rate (Less than $1 million for Pension)	$ (1)			$ 1
Effect of 50 basis point increase in discount rate (Less than $1 million for Pension)	1			(1)
Effect of 50 basis point decrease in rate of return on plan assets	10
Effect of 50 basis point increase in rate of return on plan assets	(10)
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Assumed health care cost trend rate for next year (participants under 65)				8.20%		8.40%		8.70%
Assumed health care cost trend rate for next year (participants over 65)				3.00%	[1]	3.00%	[1]	8.70%	[1]
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate				4.50%	[2]	4.50%	[2]	4.50%	[2]
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate				2028	[2]	2028	[2]	2028	[2]
Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components				1
Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components				(1)
Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation				19
Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation				$ (16)

[1] Effective January 1, 2013, Medicare-eligible retirees who are enrolled in the retiree medical program received a contribution to a Health Reimbursement Account, which can be used to reimburse plan participants for health insurance premiums and to pay eligible out-of-pocket expenses.

[2] For the years ended December 31, 2013 and 2012, the ultimate trend rate only applies to participants under 65.

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Commitments and Contingencies - Personal Injury (Details) (USD $) In Millions, unless otherwise specified						12 Months Ended								3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 Asbestos, non-malignant [Member]	Dec. 31, 2013 Unasserted Claim	Dec. 31, 2013 Personal Injury	Dec. 31, 2012 Personal Injury	Dec. 31, 2011 Personal Injury	Dec. 31, 2013 Time Deposits, and Money Market Funds [Member] BNSF Insurance Company	Dec. 31, 2012 Time Deposits, and Money Market Funds [Member] BNSF Insurance Company	Dec. 31, 2013 Current Liabilities [Member]	Dec. 31, 2012 Current Liabilities [Member]	Sep. 30, 2012 Asbestos liability annual study update [Member]
Asbestos and Personal Injury [Abstract]
Percent of total number of future asbestos claims					90.00%
Percent of total cost of future asbestos claims					65.00%
Reduction in expense due to settlements of personal injury liabiltiies														$ 15
Percent of future unasserted asbestos claims to be filed within the next ten years						60.00%
Percent of future unasserted asbestos claims to be filed within the next fifteen years						80.00%
Percent of future unasserted asbestos claims to be filed within the next twenty-five years						95.00%
Length in Years for 60 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 Claims to be Filed						25 years
Accrued obligations for asbestos and other personal injury matters, current liabilities												85	105
Future costs to settle personal injury claims, minimum							340
Future costs to settle personal injury claims, maximum							455
Loss Contingency Accrual [Roll Forward]
Beginning balance	145	170					462	540	575
Accruals							21	58	77
Payments							(96)	(136)	(112)
Ending balance	145	170					387	462	540
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 2,225	$ 1,794	$ 1,960	$ 2,087						$ 480	$ 485

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Income Taxes Interest and Penalties (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Examination [Line Items]
Income Tax Examination, Description	All U.S. federal income tax returns of BNSF are closed through the tax period ending February 12, 2010. BNSF is currently under examination for the period February 13 - December 31, 2010 and the year 2011.
Total accrued liabilities for interest and penalites	$ 6	$ 7
Total interest and penalties recognized as expense (benefit)	$ (1)	$ (8)	$ (4)

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The Company

12 Months Ended

Dec. 31, 2013

1. The Company [Abstract]

Nature of Operations [Text Block]

The Company

Burlington Northern Santa Fe, LLC (BNSF or the Company) is a holding company that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries. BNSF’s principal, wholly-owned subsidiary is BNSF Railway Company (BNSF Railway), which operates one of the largest railroad networks in North America with approximately 32,500 route miles (excluding multiple main tracks, yard tracks and sidings) in 28 states and two Canadian provinces. Through one operating transportation services segment, BNSF Railway transports a wide range of products and commodities including the transportation of Consumer Products, Industrial Products, Coal and Agricultural Products, derived from manufacturing, agricultural and natural resource industries, which constituted 33 percent, 27 percent, 23 percent and 17 percent, respectively, of total freight revenues for the year ended December 31, 2013. These Consolidated Financial Statements include BNSF, BNSF Railway and other majority-owned subsidiaries, all of which are separate legal entities.

Burlington Northern Santa Fe Corporation was incorporated in the State of Delaware on December 16, 1994. On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation (Berkshire), acquired 100% of the outstanding shares of Burlington Northern Santa Fe Corporation common stock that it did not already own. The acquisition was completed through the merger (Merger) of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC. Berkshire’s cost of acquiring BNSF was pushed-down to establish a new accounting basis for BNSF beginning as of February 13, 2010. Earnings per share data is not presented because BNSF has no outstanding issued stock or membership interests to the public.

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Commitments and Contingencies - Environmental (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2013 sites	Dec. 31, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Accrued obligations for environmental matters, current liabilities				$ 60	$ 65
Reduction In Expense Due to Settlements of Environmental Liabilities					30
Estimated time frame for accrued cost distributions				10 years
Environmental Issue
Loss Contingencies [Line Items]
Number of alleged environmental contamination sites (in sites)				244
Number of environmental superfund sites (in sites)				16
Liability for third-party tort claims				13
Additional Expense Based on Actuarial Study Results	12	3	29
Future costs for environmental liabilities, minimum				330
Future costs for environmental liabilities, maximum				600
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning balance				458	570	578
Accruals				19	(17)	43
Payments				(42)	(95)	(51)
Ending balance				$ 435	$ 458	$ 570

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Income Taxes Income Tax Expense (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Contingency [Line Items]
Current Federal Tax Expense (Benefit)	$ 1,346	$ 1,204	$ 220
Current State and Local Tax Expense (Benefit)	206	141	40
Current Income Tax Expense (Benefit)	1,552	1,345	260
Deferred Federal Income Tax Expense (Benefit)	609	591	1,375
Deferred State and Local Income Tax Expense (Benefit)	(26)	69	134
Deferred Income Tax Expense (Benefit)	583	660	1,509
Income Tax Expense (Benefit), Continuing Operations	$ 2,135	$ 2,005	$ 1,769

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2013

Property and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment, net (in millions), and the corresponding ranges of estimated useful lives were as follows:

							2013
	December 31, 2013			December 31, 2012			Range of Estimated Useful Life
Land for transportation purposes	$	5,973		$	5,950		—
Track structure	18,207			17,319			15 – 50 years
Other roadway	21,891			20,936			5 – 100 years
Locomotives	5,241			4,505			5 – 33 years
Freight cars and other equipment	2,053			1,744			8 – 37 years
Computer hardware, software and other	257			279			5 – 9 years
Construction in progress	973			963			—
Total cost	54,595			51,696
Less accumulated depreciation and amortization	(2,232		)	(1,626		)
Property and equipment, net	$	52,363		$	50,070

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income tax expense was as follows (in millions):

	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Current:
Federal	$	1,346		$	1,204	$	220
State	206			141		40
Total current	1,552			1,345		260
Deferred:
Federal	609			591		1,375
State	(26		)	69		134
Total deferred	583			660		1,509
Total	$	2,135		$	2,005	$	1,769

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
U.S. Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	2.0		2.5		2.4
Other, net	(1.0	)	(0.2	)	(0.1	)
Effective tax rate	36.0	%	37.3	%	37.3	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of deferred tax assets and liabilities were as follows (in millions):

	December 31, 2013			December 31, 2012
Deferred tax liabilities:
Property and equipment	$	(17,727	)	$	(17,330	)
Hedging	(11		)	(10		)
Pension and retiree health and welfare benefits	(13		)	—
Other	(347		)	(336		)
Total deferred tax liabilities	(18,098		)	(17,676		)
Deferred tax assets:
Compensation and benefits	371			358
Casualty and environmental	273			303
Intangible assets and liabilities	190			275
Long-term debt fair value adjustment under acquisition method accounting	141			173
Pension and retiree health and welfare benefits	—			332
Other	257			257
Total deferred tax assets	1,232			1,698
Net deferred tax liability	$	(16,866	)	$	(15,978	)
Non-current deferred income tax liability	$	(17,224	)	$	(16,319	)
Current portion of deferred income taxes	358			341
Net deferred tax liability	$	(16,866	)	$	(15,978	)

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	48		$	110		$	112
Additions for tax positions related to current year	16			12			47
Additions (reductions) for tax positions taken in prior years	1			(2		)	(40		)
Additions (reductions) for tax positions as a result of:
Settlements	1			(53		)	8
Lapse of statute of limitations	(10		)	(19		)	(17		)
Ending balance	$	56		$	48		$	110

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Debt Notes and Debentures (Details) (USD $)																	0 Months Ended	1 Months Ended
	Dec. 31, 2013		Dec. 31, 2013 Mortgage Bonds [Member]		Aug. 31, 2013 Corporate Debt Securities Three Point Eight Five Zero Percent Debentures Due September 1, 2023 [Member]	Aug. 31, 2013 Corporate Debt Securities Five Point One Five Zero Percent Debentures Due September 1, 2043 [Member]	Mar. 31, 2013 Corporate Debt Securities Three Point Zero Percent Debentures Due March 15, 2023 [Member]	Mar. 31, 2013 Corporate Debt Securities Four Point Four Five Percent Debentures Due March 15, 2043 [Member]	Aug. 31, 2012 Corporate Debt Securities Three Point Zero Five Percent Debentures Due September 1, 2022 [Member]	Aug. 31, 2012 Corporate Debt Securities Four Point Three Seven Five Percent Debentures Due September 1, 2042 [Member]	Mar. 31, 2012 Corporate Debt Securities Three Point Zero Five Percent Debentures Due March 15, 2022	Mar. 31, 2012 Corporate Debt Securities Four Point Four Zero Percent Debentures Due March 15, 2042 [Member]	Aug. 31, 2011 Corporate Debt Securities Three Point Four Five Percent Debentures Due September 15, 2021 [Member]	Aug. 31, 2011 Corporate Debt Securities Four Point Nine Five Percent Debentures Due September 15, 2041 [Member]	May 31, 2011 Corporate Debt Securities Four Point One Zero Percent Debentures Due June 1, 2021 [Member]	May 31, 2011 Corporate Debt Securities Five Point Four Zero Percent Debentures Due June 1, 2041 [Member]	Jul. 31, 2013 SEC Debt Shelf Registration	Jan. 31, 2013 SEC Debt Shelf Registration	Dec. 31, 2013 SEC Debt Shelf Registration	Dec. 31, 2013 Junior Subordinated Debt
Debt Instrument [Line Items]
Debentures issued amount					$ 800,000,000	$ 700,000,000	$ 700,000,000	$ 800,000,000	$ 600,000,000	$ 650,000,000	$ 625,000,000	$ 625,000,000	$ 450,000,000	$ 300,000,000	$ 250,000,000	$ 500,000,000
Debentures interest rate					3.85%	5.15%	3.00%	4.45%	3.05%	4.375%	3.05%	4.40%	3.45%	4.95%	4.10%	5.40%
Additional debt securities authorized for issuance by the Board of Managers																	3,000,000,000	1,000,000,000
Remaining amount of debt securities that may be issued																			1,750,000,000
Subordinated notes related to financial covenants																				500,000,000
Total Debt excluding capital leases	$ 16,066,000,000	[1],[2]	$ 82,000,000	[3]

[1] Amount also excludes unamortized fair value adjustment under acquisition method accounting related to capital leases.

[2] Amount also excludes unamortized gains on interest rate swaps.

[3] Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

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Income Taxes Reconciliation of Statutory and Effective Tax Rates (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal Statutory Income Tax Rate	35.00%	35.00%	35.00%
State income taxes, net of federal tax benefit	2.00%	2.50%	2.40%
Other, net	(1.00%)	(0.20%)	(0.10%)
Effective Tax Rate	36.00%	37.30%	37.30%

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Goodwill and Other Intangible Assets and Liablities (Tables)

12 Months Ended

Dec. 31, 2013

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

Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill were as follows (in millions):

	December 31, 2013		December 31, 2012			December 31, 2012
			(As Adjusted)			(As Reported)
Beginning balance	$	14,819	$	14,803		$	14,803
Additions	—		33			33
Acquisition valuation	—		(17		)	—
Ending balance	$	14,819	$	14,819		$	14,836

Schedule of Finite-Lived Intangible Assets and Liabilities

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

	As of December 31, 2013				As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	2,030	$	1,209	$	2,027	$	899
Intangible liabilities	$	2,056	$	1,095	$	2,056	$	842

Schedule of Finite-Lived Intangible Assets and Liabilities Amortization Expense

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

	December 31, 2013		December 31, 2012
Amortization of intangible assets	$	310	$	306
Amortization of intangible liabilities	$	253	$	282

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
2014	$	310	$	179
2015	$	56	$	115
2016	$	33	$	101
2017	$	33	$	96
2018	$	31	$	90

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following table provides information as of December 31, 2013 (in millions):

Unamortized investment balance classified as Other Assets		Remaining commitment classified as Other Liabilities		Maximum exposure to loss
$	376	$	18	$	376

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Consolidated Statements of Changes in Equity (USD $) In Millions, unless otherwise specified	Total	Members Equity	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2010	$ 35,507	$ 35,480	$ 27
Increase (Decrease) in Member's Equity [Roll Forward]
Comprehensive income, net of tax	2,742
Cash distributions to Parent	(3,500)	(3,500)	0
Balance at Dec. 31, 2011	34,749	34,952	(203)
Increase (Decrease) in Member's Equity [Roll Forward]
Comprehensive income, net of tax	3,330
Cash distributions to Parent	(3,750)	(3,750)	0
Balance at Dec. 31, 2012	34,329	34,574	(245)
Increase (Decrease) in Member's Equity [Roll Forward]
Comprehensive income, net of tax	4,283
Cash distributions to Parent	(4,000)	(4,000)	0
Balance at Dec. 31, 2013	$ 34,612	$ 34,367	$ 245

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Accounts Payable and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accounts payable and other current liabilities consisted of the following (in millions):

	December 31, 2013		December 31, 2012
Compensation and benefits payable	$	821	$	673
Accounts payable	311		310
Property and income tax liabilities	290		541
Accrued interest	243		208
Rents and leases	161		168
Customer incentives	151		155
Casualty and environmental liabilities	145		170
Other	1,084		895
Total	$	3,206	$	3,120

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The Company (Details)		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Consumer Products [Member]	Dec. 31, 2013 Industrial Products [Member]	Dec. 31, 2013 Coal [Member]	Dec. 31, 2013 Agricultural Products [Member]	Feb. 12, 2010 Northern Sante Fe Corporation [Member]
Nature Of Operations [Line Items]
Rail Route Network Distance	32,500
Number of States in which Entity Operates	28
Number of Canadian Provinces In Which Entity Operates	2
Percentage of Total Freight Revenues		33.00%	27.00%	23.00%	17.00%
Business Combination, Step Acquisition, Remaining Equity Interest Acquired, Percentage						100.00%

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Accounts Payable and Other Current Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Other Current Liablities [Line Items]
Compensation and benefits payable	$ 821	$ 673
Accounts payable	311	310
Property and income tax liabilities	290	541
Accrued interest	243	208
Rents and leases	161	168
Customer incentives	151	155
Casualty and environmental liabilities	145	170
Other	1,084	895
Total	$ 3,206	$ 3,120

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Cash distributions	$ 4,000	$ 3,750	$ 3,500
Revenue from Related Parties	150	50	41
Related Party Transaction Expenditures From Transactions with Affiliates	20	23	15
Parent Company
Related Party Transaction [Line Items]
Cash distributions	4,000	3,750
Tax refund from parent company	8	0
Tax payments to parent company	$ 1,560	$ 1,033

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Consolidated Statements of Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues	$ 22,014	$ 20,835	$ 19,548
Operating expenses:
Compensation and benefits	4,651	4,505	4,315
Fuel	4,503	4,459	4,267
Purchased services	2,418	2,374	2,218
Depreciation and amortization	1,973	1,889	1,807
Equipment rents	822	810	779
Materials and other	980	786	852
Total operating expenses	15,347	14,823	14,238
Operating income	6,667	6,012	5,310
Interest expense	729	623	560
Other expense, net	10	12	9
Income before income taxes	5,928	5,377	4,741
Income tax expense	2,135	2,005	1,769
Net income	$ 3,793	$ 3,372	$ 2,972

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Income Taxes Components of Deferred Tax Assets / (Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Components of Deferred Tax Assets and Liabilities [Line Items]
Deferred Tax Liabilities, Property and Equipment	$ (17,727)	$ (17,330)
Deferred Tax Liabilities, Hedging	(11)	(10)
Deferred Tax Liability, Pension and Retiree Health and Welfare	(13)	0
Deferred Tax Liabilities, Other	(347)	(336)
Deferred Tax Liabilities, Gross	(18,098)	(17,676)
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits	371	358
Deferred Tax Assets, Tax Deferred Expense, Casualty and environmental	273	303
Deferred Tax Asset, Tax Deferred Expense, Intangible Assets and Liabilities	190	275
Deferred Tax Assets, Tax Deferred Expense, Long-term Debt Fair Value Adjustment	141	173
Deferred Tax Asset, Deferred Tax Expense, Pension and Retiree Health and Welfare Benefits	0	332
Deferred Tax Assets, Other	257	257
Deferred Tax Assets, Gross	1,232	1,698
Deferred Tax Liabilities, Net	(16,866)	(15,978)
Deferred Tax Liabilities, Net, Noncurrent	(17,224)	(16,319)
Deferred Tax Assets, Net, Current	$ 358	$ 341

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
ASSETS
Accumulated depreciation	$ 2,232	$ 1,626

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Debt Variable Interest Entities - Leases (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Operating Leased Assets [Line Items]
Future minimum lease payments	$ 4,599	[1]
Variable Interest Entity, Not Primary Beneficiary | Reporting Entity | Equipment
Operating Leased Assets [Line Items]
Future minimum lease payments	$ 4,000

[1] Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

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Employment Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

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

	Pension Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Service cost	$	47		$	39		$	32
Interest cost	89			100			102
Expected return on plan assets	(124		)	(118		)	(120		)
Amortization of net loss	17			10			—
Settlements	(1		)	—			1
Net cost recognized	$	28		$	31		$	15

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Service cost	$	1		$	1	$	1
Interest cost	12			13		14
Amortization of prior service credits	(1		)	—		—
Amortization of net loss	5			1		—
Net cost recognized	$	17		$	15	$	15

Schedule of Net Funded Status [Table Text Block]

The following table shows the change in projected benefit obligation (in millions):

	Pension Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	2,517		$	2,324
Service cost	47			39
Interest cost	89			100
Actuarial (gain) loss	(234		)	212
Plan amendment	(7		)	—
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Projected benefit obligation at end of period	2,220			2,517
Component representing future salary increases	(106		)	(130		)
Accumulated benefit obligation at end of period	$	2,114		$	2,387

	Retiree Health and Welfare Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	314		$	293
Service cost	1			1
Interest cost	12			13
Plan participants’ contributions	3			5
Actuarial (gain) loss	(29		)	31
Plan amendment	—			(5		)
Prior service credits	(7		)	—
Medicare subsidy	—			2
Benefits paid	(22		)	(26		)
Projected benefit obligation at end of period	$	272		$	314

BNSF’s pension plans had plan assets in excess of accumulated and projected benefit obligations at December 31, 2013 and accumulated and projected benefit obligations in excess of plan assets at December 31, 2012.

The following tables show the change in plan assets of the plans (in millions):

	Pension Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	2,014		$	1,817
Actual return on plan assets	625			302
Employer contributionsa	43			53
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Fair value of plan assets at measurement date	$	2,490		$	2,014

^a  Other than contributions to the qualified pension plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

	Retiree Health and Welfare Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	—		$	—
Employer contributionsa	19			21
Plan participants’ contributions	3			5
Benefits paid	(22		)	(26		)
Fair value of plan assets at measurement date	$	—		$	—

^a  Employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

The following table shows the funded status, defined as plan assets less the projected benefit obligation (in millions):

	Pension Benefits					Retiree Health and Welfare Benefits
	December 31, 2013		December 31, 2012			December 31, 2013			December 31, 2012
Funded status (plan assets less projected benefit obligations)	$	270	$	(503	)	$	(272	)	$	(314	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

The following table shows the pre-tax change in AOCI attributable to the components of the net cost and the change in benefit obligation (in millions):

	Pension Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	330		$	311		$	2
Amortization of actuarial loss	(17		)	(10		)	—
Plan amendment	(7		)	—			—
Actuarial (gain) loss	(734		)	29			310
Settlements	1			—			(1		)
Ending balance	$	(427	)	$	330		$	311

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	60		$	35		$	19
Amortization of actuarial loss	(5		)	(1		)	—
Amortization of prior service credits	1			—			—
Plan amendment	—			(5		)	—
Prior service credits	(7		)	—			—
Actuarial (gain) loss	(29		)	31			16
Ending balance	$	20		$	60		$	35

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

Pre-tax amounts currently recognized in AOCI consist of the following (in millions):

	Pension Benefits						Retiree Health and Welfare Benefits
	2013			2012			2013			2012
Net actuarial (gain) loss	$	(420	)	$	331		$	31		$	65
Plan amendment	(7		)	—			(5		)	(5		)
Prior service costs	—			—			(6		)	—
Settlements	—			(1		)	—			—
Pre-tax amount recognized in AOCI at December 31,	$	(427	)	$	330		$	20		$	60
After-tax amount recognized in AOCI at December 31,	$	(263	)	$	204		$	12		$	37

Schedule of Assumptions Used [Table Text Block]

The assumptions used in accounting for the BNSF plans were as follows:

	Pension Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Expected long-term rate of return on plan assets	6.75	%	6.75	%	7.50	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Retiree Health and Welfare Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Pension Benefits				Retiree Health and Welfare Benefits
Assumptions Used to Determine Benefit Obligations	December 31, 2013		December 31, 2012		December 31, 2013		December 31, 2012
Discount rate	4.50	%	3.75	%	4.50	%	3.75	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%	3.80	%

Sensitivity analysis of impact on future net benefit cost resulting from hypothetical change in assumptions [Text Block]

The following table is an estimate of the impact on future net benefit cost that could result from hypothetical changes to the most sensitive assumptions, the discount rate and rate of return on plan assets:

Sensitivity Analysis
	Change in Net Benefit Cost
Hypothetical Discount Rate Change	Pension				Retiree Health and Welfare
50 basis point decrease	Less than $1 million			decrease	$	1	million	increase
50 basis point increase	Less than $1 million			increase	$	1	million	decrease
Hypothetical Rate of Return on Plan Assets Change	Pension
50 basis point decrease	$	10	million	increase
50 basis point increase	$	10	million	decrease

Schedule of Health Care Cost Trend Rates [Table Text Block]

The following table presents assumed health care cost trend rates:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Assumed health care cost trend rate for next year (participants under 65)	8.20	%	8.40	%	8.70	%
Assumed health care cost trend rate for next year (participants over 65)a	3.00	%	3.00	%	8.70	%
Rate to which health care cost trend rate is expected to decline and remainb	4.50	%	4.50	%	4.50	%
Year that the rate reaches the ultimate trend rateb	2028		2028		2028

^a Effective January 1, 2013, Medicare-eligible retirees who are enrolled in the retiree medical program received a contribution to a Health Reimbursement Account, which can be used to reimburse plan participants for health insurance premiums and to pay eligible out-of-pocket expenses.

^b For the years ended December 31, 2013 and 2012, the ultimate trend rate only applies to participants under 65.

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block]

A one percentage point change in assumed health care cost trend rates would have the following effects (in millions):

	One Percentage- Point Increase		One Percentage- Point Decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on postretirement benefit obligation	$	19	$	(16	)

Schedule of Allocation of Plan Assets [Table Text Block]

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2013, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2013		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securitiesb	$	2,240	$	2,240	$	—	$	—
Corporate debt securities	16		—		16		—
Registered investment companies	60		60		—		—
U.S. government debt securities	10		—		10		—
Real estate	—		—		—		—
Collateralized obligations and mortgage backed securities (MBS)	2		—		2		—
Cash and cash equivalents	162		—		162		—
Totalc	$	2,490	$	2,300	$	190	$	—

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2013, four U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represent approximately 62 percent of total plan assets.

^c Excludes less than $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF's funded pension plans for the year ended December 31, 2013 (in millions):

Level 3 Inputs	Total			Real Estate
Balance as of December 31, 2012	$	32		$	32
Purchases, sales and settlements	(32		)	(32		)
Balance as of December 31, 2013	$	—		$	—

Comparative Prior Year Information

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2012, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2012		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securities b	$	1,364	$	1,364	$	—	$	—
Corporate debt securities	13		—		13		—
Registered investment companies	54		54		—		—
U.S. government debt securities	13		—		13		—
Real estate	32		—		—		32
Collateralized obligations and mortgage backed securities (MBS)	1		—		1		—
Cash and cash equivalents	536		—		536		—
Total c	$	2,013	$	1,418	$	563	$	32

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2012, three U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represented approximately 45 percent of total plan assets.

^c Excludes $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF’s funded pension plans for the year ended December 31, 2012 (in millions):

Level 3 Inputs	Total			U.S. Government Debt Securities			Real Estate
Balance as of December 31, 2011	$	130		$	1		$	129
Actual return on plan assets:
Relating to assets still held at reporting date	1			—			1
Relating to assets sold during the period	3			—			3
Purchases, sales and settlements	(102		)	(1		)	(101		)
Balance as of December 31, 2012	$	32		$	—		$	32

Schedule of Expected Benefit Payments Years 2014 - 2023 [Table Text Block]

The following table shows expected benefit payments from its defined benefit pension plans and expected claim payments for the retiree health and welfare plan for the next five fiscal years and the aggregate five years thereafter (in millions):

Fiscal year	Expected Pension Plan Benefit Payments		a	Expected Retiree Health and Welfare Payments
2014	$	166		$	22
2015	$	156		$	22
2016	$	156		$	21
2017	$	156		$	21
2018	$	153		$	20
2019-2023	$	719		$	92

^a Primarily consists of the BNSF Retirement Plan payments, which are made from the plan trust and do not represent an immediate cash outflow to the Company.

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Employment Benefit Plans Change in Plan Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	$ 30		$ 31
Pension and Other Postretirement Defined Benefit Plans, Liabilities	2		817
Pension Plan, Defined Benefit
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	2,014		1,817
Actual return on plan assets	625		302
Employer contributions	43	[1]	53	[1]
Benefits paid	(176)		(141)
Administration expenses	(1)		(1)
Settlements	(15)		(16)
Ending balance	2,490		2,014
Funded status (plan assets less projected benefit obligations)	270		(503)
Retiree Health and Welfare Benefits
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	0		0
Employer contributions	19	[2]	21	[2]
Plan participants' contributions	3		5
Benefits paid	(22)		(26)
Ending balance	0		0
Funded status (plan assets less projected benefit obligations)	$ (272)		$ (314)

[1] Other than contributions to the qualified pension plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

[2] Employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The companies identified as affiliates of BNSF include Berkshire and its subsidiaries. For the year ended December 31, 2013 and 2012, the Company declared and paid distributions of $4 billion and $3.75 billion, respectively, to its parent company. For the year ended December 31, 2013 and 2012, the Company received tax refunds of $8 million and $0 million, respectively, from Berkshire, and made cash payments of $1,560 million and $1,033 million, respectively, for income taxes to Berkshire.

BNSF engages in various arm's-length transactions with affiliates in the ordinary course of business. The following table summarizes revenues earned by BNSF for services provided to affiliates and expenditures to affiliates (in millions):

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Revenues	$	150	$	50	$	41
Expenditures	$	20	$	23	$	15

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

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

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Revenues	$	150	$	50	$	41
Expenditures	$	20	$	23	$	15

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Accumulated Other Comprehensive Loss (Notes)

12 Months Ended

Dec. 31, 2013

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

Comprehensive Income (Loss) Note [Text Block]

Accumulated Other Comprehensive Income

The following table provides the changes of accumulated other comprehensive (loss) income by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2012	$	(241	)	$	(4	)	$	(245	)
Other comprehensive income before reclassifications	478			(2		)	476
Amounts reclassified from accumulated other comprehensive income	14			—			14
Balance at December 31, 2013	$	251		$	(6	)	$	245

^a Amounts are net of tax. See Note 13 for additional details.

Reclassifications out of Accumulated Other Comprehensive Income
	Year Ended
Details about Accumulated Other Comprehensive Income Components	December 31, 2013			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Actuarial losses	$	22		b
Prior service costs	(1		)	b
	21			Total before tax
	(7		)	Tax expense/(benefit)
Total reclassifications for the period	$	14		Net of tax

^b This accumulated other comprehensive loss component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 13 for additional details).

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Employment Benefit Plans Plan Assets (Details) (USD $)	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Accrued dividend and interest receivable	$ 1,000,000		$ 1,000,000
Pension Plan, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,490,000,000	[1]	2,013,000,000	[2]
Pension Plan, Defined Benefit | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,300,000,000	[1],[3]	1,418,000,000	[2],[3]
Pension Plan, Defined Benefit | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	190,000,000	[1],[3]	563,000,000	[2],[3]
Pension Plan, Defined Benefit | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[1],[3]	32,000,000	[2],[3]	130,000,000
Pension Plan, Defined Benefit | Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	16,000,000		13,000,000
Pension Plan, Defined Benefit | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	16,000,000	[3]	13,000,000	[3]
Pension Plan, Defined Benefit | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Registered investment companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	60,000,000		54,000,000
Pension Plan, Defined Benefit | Registered investment companies [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	60,000,000	[3]	54,000,000	[3]
Pension Plan, Defined Benefit | Registered investment companies [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Registered investment companies [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | US Government Agencies Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	10,000,000		13,000,000
Pension Plan, Defined Benefit | US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	10,000,000	[3]	13,000,000	[3]
Pension Plan, Defined Benefit | US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]	1,000,000
Pension Plan, Defined Benefit | Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0		32,000,000
Pension Plan, Defined Benefit | Real Estate [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Real Estate [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Real Estate [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	32,000,000	[3]	129,000,000
Pension Plan, Defined Benefit | Collateralized Mortgage Backed Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,000,000		1,000,000
Pension Plan, Defined Benefit | Collateralized Mortgage Backed Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Collateralized Mortgage Backed Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,000,000	[3]	1,000,000	[3]
Pension Plan, Defined Benefit | Collateralized Mortgage Backed Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	162,000,000		536,000,000
Pension Plan, Defined Benefit | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
Pension Plan, Defined Benefit | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	162,000,000	[3]	536,000,000	[3]
Pension Plan, Defined Benefit | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3]	0	[3]
UNITED STATES | Pension Plan, Defined Benefit | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,240,000,000	[4]	1,364,000,000	[5]
UNITED STATES | Pension Plan, Defined Benefit | Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	2,240,000,000	[3],[4]	1,364,000,000	[3],[5]
UNITED STATES | Pension Plan, Defined Benefit | Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	0	[3],[4]	0	[3],[5]
UNITED STATES | Pension Plan, Defined Benefit | Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets Excluding Accrued Dividend And Interest Receivable	$ 0	[3],[4]	$ 0	[3],[5]

[1] Excludes less than $1 million accrued for dividend and interest receivable.

[2] Excludes $1 million accrued for dividend and interest receivable.

[3] See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

[4] As of December 31, 2013, four U.S. equity securities each exceeded 10 percent of total plan assets. These investments represent approximately 62 percent of total plan assets.

[5] As of December 31, 2012, three U.S. equity securities each exceeded 10 percent of total plan assets. These investments represented approximately 45 percent of total plan assets.

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
OPERATING ACTIVITIES
Net income	$ 3,793	$ 3,372	$ 2,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,973	1,889	1,807
Deferred income taxes	583	660	1,509
Long-term casualty and environmental liabilities, net	(98)	(190)	(43)
Contributions to qualified pension plan	(25)	(36)	(36)
Other, net	(88)	(314)	(249)
Changes in current assets and liabilities:
Accounts receivable, net	(130)	(6)	(219)
Materials and supplies	(35)	(61)	(87)
Other current assets	(6)	14	(15)
Accounts payable and other current liabilities	(205)	105	301
Net cash provided by operating activities	5,762	5,433	5,940
INVESTING ACTIVITIES
Capital expenditures excluding equipment	(2,975)	(2,596)	(2,726)
Acquisition of equipment	(943)	(952)	(763)
Partnership Investment	0	(130)	0
Other, net	55	(158)	33
Net cash used for investing activities	(3,863)	(3,836)	(3,456)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	3,000	2,500	1,500
Payments on long-term debt	(440)	(482)	(596)
Cash distributions	4,000	3,750	3,500
Other, net	(28)	(31)	(15)
Net cash used for financing activities	(1,468)	(1,763)	(2,611)
Increase/(decrease) in cash and cash equivalents	431	(166)	(127)
Cash and cash equivalents:
Beginning of period	1,794	1,960	2,087
End of period	2,225	1,794	1,960
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of amounts capitalized	772	707	666
Capital investments accrued but not yet paid	224	123	190
Income taxes paid, net of refunds	1,752	1,194	(13)
Non-cash asset financing	$ 0	$ 0	$ 1

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net Income	$ 3,793	$ 3,372	$ 2,972
Other comprehensive income:
Change in amortization of accumulated actuarial losses and prior service costs, net of tax expense of $305 million, tax benefit of $16 million and tax benefit of $125 million, respectively	492	(28)	(200)
Change in fuel hedge mark-to-market, net of tax benefit of $0 million, tax benefit of $7 million and $18 million, respectively	0	(11)	(30)
Change in accumulated other comprehensive income (loss) of equity method investees	(2)	(3)	0
Other Comprehensive Income (Loss), Net of Tax	490	(42)	(230)
Total comprehensive income	$ 4,283	$ 3,330	$ 2,742

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Other Assets

12 Months Ended

Dec. 31, 2013

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 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.

As of December 31, 2013, the assets of the unconsolidated Partnership totaled approximately $410 million. 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. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information as of December 31, 2013 (in millions):

Unamortized investment balance classified as Other Assets		Remaining commitment classified as Other Liabilities		Maximum exposure to loss
$	376	$	18	$	376

The remaining commitment of $18 million is expected to be paid in 2014.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 28, 2014	Jun. 28, 2013
Entity Information [Line Items]
Entity Registrant Name	BURLINGTON NORTHERN SANTA FE, LLC
Entity Central Index Key	0000934612
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		0
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 0

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Accounts Payable and Other Current Liabilities

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of the following (in millions):

	December 31, 2013		December 31, 2012
Compensation and benefits payable	$	821	$	673
Accounts payable	311		310
Property and income tax liabilities	290		541
Accrued interest	243		208
Rents and leases	161		168
Customer incentives	151		155
Casualty and environmental liabilities	145		170
Other	1,084		895
Total	$	3,206	$	3,120

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Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in amortization of accumulated actuarial losses, net of tax (benefit)/expense	$ 305	$ (16)	$ (125)
Change in fuel hedge mark-to-market, net of tax expense/(benefit)	$ 0	$ (7)	$ (18)

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Derivative Activities

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fuel

Derivative Activities

Fuel

Fuel costs represented 29 percent, 30 percent and 30 percent of total operating expenses during the years ended December 31, 2013, 2012 and 2011, respectively. The Company may enter into fuel hedge instruments from time to time; however, the Company had no unexpired hedge positions as of December 31, 2013 and 2012.

Derivative Activities

The Company had formally documented the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation included linking the derivatives that were designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments or forecasted transactions. The Company assessed at the time a derivative contract was entered into, and at least quarterly thereafter, whether the derivative item was effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting from ineffectiveness, as defined by authoritative accounting guidance related to derivatives and hedging, was recognized in current period earnings. For derivative instruments that were designated and qualified as cash flow hedges, the effective portion of the gain or loss on the derivative instrument was recorded in accumulated other comprehensive income (AOCI) as a separate component of equity and reclassified into earnings in the period during which the hedge transaction affected earnings. Cash flows related to fuel derivatives are classified as operating activities in the Consolidated Statements of Cash Flows.

The effects of derivative instrument gains and losses for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):

Derivatives in ASC 815-20 Cash Flow Hedging Relationships
	Amount of Gain Recognized in OCI on Derivatives (Effective Portion)
	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	$	—	$	7	$	50
Total derivatives	$	—	$	7	$	50

		Amount of Gain Recognized from AOCI into Income (Effective Portion)
	Location of Gain Recognized from AOCI into Income	Year Ended		Year Ended		Year Ended
		December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	25	$	98
Total derivatives		$	—	$	25	$	98

		Amount of Loss Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)a
	Location of Loss Recognized in Income on Derivatives	Year Ended		Year Ended			Year Ended
		December 31, 2013		December 31, 2012			December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	(3	)	$	(16	)
Total derivatives		$	—	$	(3	)	$	(16	)

^a  No portion of the loss was excluded from the assessment of hedge effectiveness for the periods then ended.

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Accounting Pronouncements

12 Months Ended

Dec. 31, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02 (ASU 2013-02), Comprehensive Income (Topic 220), Reporting Amounts Reclassified Out of Comprehensive Income. This standard requires issuers to present the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. This reclassification may be presented either on the face of the financial statements where net income is presented or in the notes. ASU 2013-02 is effective prospectively for the Company for the period beginning January 1, 2013. The Company has included the appropriate disclosures related to other comprehensive loss reclassifications in accordance with ASU 2013-02 in Note 16.

In January 2014, the FASB issued ASU 2014-01, Investments - Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects. This standard permits an entity to elect the proportional amortization method of accounting for limited liability investments in qualified affordable housing projects if certain criteria are met. Under the proportional amortization method, the investment is amortized in proportion to the tax benefits received and the net is reported as a component of income tax expense. ASU 2014-01 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. If elected, the proportional amortization method is required to be applied retrospectively. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Stock-Based Compensation

Prior to the Merger, BNSF shareholders approved the Burlington Northern Santa Fe 1999 Stock Incentive Plan and subsequent amendments which authorized BNSF common stock to be issued in connection with stock options, restricted stock, restricted stock units and performance stock.

Following the Merger, no further grants of BNSF stock were made under the BNSF stock-based compensation plans and each outstanding stock option or share award of BNSF common stock was converted into an option or restricted stock unit of Berkshire Class B Common Stock, in accordance with a formula to convert such awards.

Certain outstanding option awards provided for a reload feature if the eligible employee paid all or a portion of the purchase price with Berkshire stock. In that event, the employee was issued new options to purchase additional shares of Berkshire Class B Common Stock equal to the number of shares of stock surrendered in such payment.

Stock Options

All stock options granted in the period presented relate to reload grants. No remaining options at December 31, 2013 provide for a reload feature. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.

A summary of the status of stock options is presented below (options in thousands, aggregate intrinsic value in millions):

	Options		Weighted Average Exercise Prices		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance at December 31, 2012	6,931		$	59.00	4.47	$	213
Granted	1		114.75
Exercised	(1,482	)	56.15
Balance at December 31, 2013	5,450		$	59.78	3.77	$	320
Options exercisable at December 31, 2013	5,449		$	59.77	3.77	$	320

The total intrinsic value of options exercised was $75 million, $95 million and $55 million during the years ended December 31, 2013, 2012 and 2011, respectively.

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Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

Debt outstanding was as follows (in millions):

	December 31, 2013 a					December 31, 2012 a
Notes and debentures, due 2014 to 2097	$	15,344		5.2	%	$	12,600		5.4	%
Equipment obligations, due 2014 to 2027	122			5.7		153			5.9
Capitalized lease obligations, due 2014 to 2028	854			6.0		971			6.0
Mortgage bonds, due 2014 to 2047	82			4.5		85			4.7
Financing obligations, due 2014 to 2028	266			6.3		296			6.2
Unamortized fair value adjustment under acquisition method accounting, discount and other, net	338					428
Total	17,006					14,533
Less current portion of long-term debt	(645		)	6.8	%	(453		)	5.1	%
Long-term debt	$	16,361				$	14,080

^a  Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

There were no outstanding interest rate hedges at December 31, 2013 and 2012.

As of December 31, 2013, certain BNSF Railway properties and other assets were subject to liens securing $82 million of mortgage debt. Certain locomotives and rolling stock of BNSF Railway were subject to equipment obligations and capital leases.

The Company is required to maintain certain financial covenants in conjunction with $500 million of certain issued and outstanding junior subordinated notes. As of December 31, 2013, the Company was in compliance with these covenants. In the event of non-compliance, the Company would be required to pay any accrued and unpaid interest.

The fair value of BNSF’s long-term 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 for debt of the same remaining maturities (Level 2 inputs). Capital leases, interest rate hedges and unamortized gains on interest rate swaps have been excluded from the calculation of fair value for both 2013 and 2012.

The following table provides fair value information for the Company’s debt obligations including principal cash flows, related weighted average interest rates by contractual maturity dates and fair value. The Company had no outstanding variable rate debt at December 31, 2013.

	December 31, 2013
	Maturity Date																		Total Including Capital Leases			Total Excluding Capital Leases a,b		Fair Value Excluding Capital Leases b
	2014			2015			2016			2017			2018			Thereafter
Fixed-rate debt (in millions)	$	645		$	363		$	383		$	715		$	720		$	14,180		$	17,006		$	16,066	$	16,507
Average interest rate	6.8		%	5.2		%	6.6		%	5.7		%	5.8		%	5.1		%	5.3		%

^a Amount also excludes unamortized fair value adjustment under acquisition method accounting related to capital leases.

^b Amount also excludes unamortized gains on interest rate swaps.

As of December 31, 2012, the fair value excluding capital leases and unamortized gains on interest rate swaps of fixed-rate debt was $15,291 million.

Notes and Debentures

2013

BNSF filed a new automatic shelf registration with the Securities and Exchange Commission (SEC) for the issuance of debt securities which became effective as of its filing on May 10, 2013. The automatic shelf will remain effective for three years.

In August 2013, BNSF issued $800 million of 3.850 percent debentures due September 1, 2023 and $700 million of 5.150 percent debentures due September 1, 2043. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In March 2013, BNSF issued $700 million of 3.00 percent debentures due March 15, 2023 and $800 million of 4.45 percent debentures due March 15, 2043. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In January and July 2013, the Board of Managers (the Board) of the Company authorized an additional $1 billion and $3 billion, respectively, of debt securities that may be issued pursuant to the debt shelf registration statement filed with the SEC. As of December 31, 2013, $1.75 billion remained authorized by the Board to be issued through the SEC debt shelf offering process.

2012

In August 2012, BNSF issued $600 million of 3.050 percent debentures due September 1, 2022 and $650 million of 4.375 percent debentures due September 1, 2042. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In March 2012, BNSF issued $625 million of 3.05 percent debentures due March 15, 2022 and $625 million of 4.40 percent debentures due March 15, 2042. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

2011

In August 2011, BNSF issued $450 million of 3.45 percent debentures due September 15, 2021 and $300 million of 4.95 percent debentures due September 15, 2041. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

In May 2011, BNSF issued $250 million of 4.10 percent debentures due June 1, 2021 and $500 million of 5.40 percent debentures due June 1, 2041. The net proceeds from the sale of the debentures were used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness and distributions.

Capital Leases

BNSF Railway did not enter into any material capital leases during 2013, 2012 or 2011.

Guarantees

As of December 31, 2013, BNSF 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 December 31, 2013, were as follows (dollars in millions):

	Guarantees
	BNSF Ownership Percentage		Principal Amount Guaranteed			Maximum Future Payments			Maximum Recourse Amount		a	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/A		d	N/A		d	N/A		d	4	$	6	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 for BNSF’s negligence or the negligence of the indemnified party. However, BNSF 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, 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 or the exercise of the call rights by the general partners of SFPP.

Chevron Phillips Chemical Company LP

In 2007, BNSF entered into an indemnity agreement with Chevron Phillips Chemical Company LP (Chevron Phillips), granting certain rights of indemnity from BNSF, in order to facilitate access to a new 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 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. However, 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 equipment lease transactions in which the structure of the lease contains VIEs. 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 equipment 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 $4 billion as of December 31, 2013. The future minimum lease payments are included in future operating lease payments disclosed in Note 12.

In the event the leased equipment is destroyed, BNSF Railway is obligated to either replace the equipment or pay a fixed loss amount. The inclusion of the fixed loss amount is a standard clause within equipment 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 equipment 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 equipment. 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 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 VIE leases are classified as operating leases, there are no assets or liabilities related to the VIEs recorded in the Company's Consolidated Balance Sheet.

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment, Net

Property and equipment, net (in millions), and the corresponding ranges of estimated useful lives were as follows:

							2013
	December 31, 2013			December 31, 2012			Range of Estimated Useful Life
Land for transportation purposes	$	5,973		$	5,950		—
Track structure	18,207			17,319			15 – 50 years
Other roadway	21,891			20,936			5 – 100 years
Locomotives	5,241			4,505			5 – 33 years
Freight cars and other equipment	2,053			1,744			8 – 37 years
Computer hardware, software and other	257			279			5 – 9 years
Construction in progress	973			963			—
Total cost	54,595			51,696
Less accumulated depreciation and amortization	(2,232		)	(1,626		)
Property and equipment, net	$	52,363		$	50,070

The Consolidated Balance Sheets at December 31, 2013 and 2012, included $910 million, net of $366 million of amortization, and $1,001 million, net of $269 million of amortization, respectively, for property and equipment under capital leases, primarily for rolling stock.

The Company capitalized $29 million, $24 million and $20 million of interest for the years ended December 31, 2013, 2012 and 2011, respectively.

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Commitments and Contingencies Lease Commitments - Future Minimum Lease Payments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Schedule of Future Minimum Lease Payments for Capital and Operating Leases [Line Items]
Rent Expense for Operating Leases	$ 594		$ 629	$ 591
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Minimum capital lease payments - 2014	146
Minimum capital lease payments - 2015	113
Minimum capital lease payments - 2016	201
Minimum capital lease payments - 2017	76
Minimum capital lease payments - 2018	73
Minimum capital lease payments - Thereafter	500
Total minimum capital leases payments	1,109
Capital lease payments - amount representing interest	(255)
Present value of minimum capital lease payments	854
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Minimum operating lease payments - 2014	569	[1]
Minimum operating lease payments - 2015	536	[1]
Minimum operating lease payments - 2016	521	[1]
Minimum operating lease payments - 2017	463	[1]
Minimum operating lease payments - 2018	409	[1]
Minimum operating lease payments - Thereafter	2,101	[1]
Total minimum operating lease payments	$ 4,599	[1]

[1] Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

Income tax expense was as follows (in millions):

	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Current:
Federal	$	1,346		$	1,204	$	220
State	206			141		40
Total current	1,552			1,345		260
Deferred:
Federal	609			591		1,375
State	(26		)	69		134
Total deferred	583			660		1,509
Total	$	2,135		$	2,005	$	1,769

Reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
U.S. Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	2.0		2.5		2.4
Other, net	(1.0	)	(0.2	)	(0.1	)
Effective tax rate	36.0	%	37.3	%	37.3	%

The components of deferred tax assets and liabilities were as follows (in millions):

	December 31, 2013			December 31, 2012
Deferred tax liabilities:
Property and equipment	$	(17,727	)	$	(17,330	)
Hedging	(11		)	(10		)
Pension and retiree health and welfare benefits	(13		)	—
Other	(347		)	(336		)
Total deferred tax liabilities	(18,098		)	(17,676		)
Deferred tax assets:
Compensation and benefits	371			358
Casualty and environmental	273			303
Intangible assets and liabilities	190			275
Long-term debt fair value adjustment under acquisition method accounting	141			173
Pension and retiree health and welfare benefits	—			332
Other	257			257
Total deferred tax assets	1,232			1,698
Net deferred tax liability	$	(16,866	)	$	(15,978	)
Non-current deferred income tax liability	$	(17,224	)	$	(16,319	)
Current portion of deferred income taxes	358			341
Net deferred tax liability	$	(16,866	)	$	(15,978	)

BNSF is included in the consolidated U.S. federal income tax return of Berkshire. BNSF’s tax expense and liabilities have been computed on a stand alone basis, and substantially all of its currently payable income taxes are remitted each quarter to Berkshire. See Note 14 to the Consolidated Financial Statements for information related to income taxes paid to Berkshire during 2013.

All U.S. federal income tax returns of BNSF are closed through the tax period ending February 12, 2010. BNSF is currently under examination for the period February 13 - December 31, 2010 and the year 2011.

BNSF and its subsidiaries have various state income tax returns in the process of examination, administrative appeal or litigation. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

Uncertain Tax Positions

The amount of unrecognized tax benefits for the years ended December 31, 2013, 2012 and 2011 was $56 million, $48 million, and $110 million, respectively. The amount of unrecognized tax benefits at December 31, 2013, that would affect the Company’s effective tax rate if recognized was $38 million. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	48		$	110		$	112
Additions for tax positions related to current year	16			12			47
Additions (reductions) for tax positions taken in prior years	1			(2		)	(40		)
Additions (reductions) for tax positions as a result of:
Settlements	1			(53		)	8
Lapse of statute of limitations	(10		)	(19		)	(17		)
Ending balance	$	56		$	48		$	110

It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however, BNSF does not expect the change to have a significant impact on the results of operations, the financial position or the cash flows of the Company.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income tax expense in the Consolidated Statements of Income, which is consistent with the recognition of these items in prior reporting periods. The Company had recorded a liability of approximately $6 million and $7 million for interest and penalties for the years ended December 31, 2013 and 2012, respectively. For the years ended December 31, 2013, 2012 and 2011, the Company recognized a reduction of approximately $1 million, $8 million and $4 million in interest and penalty expense, respectively.

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Accounts Receivable, Net

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

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 December 31, 2013 and 2012, $54 million and $48 million, respectively, of such allowances had been recorded.

At December 31, 2013 and 2012, $50 million and $36 million, respectively, of accounts receivable were greater than 90 days old.

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Goodwill and Other Intangible Assets and Liablities

12 Months Ended

Dec. 31, 2013

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

Other Intangible Assets and Liabilities

Goodwill and Other Intangible Assets and Liabilities

During the years ended December 31, 2013, 2012 and 2011, no impairment losses related to goodwill were incurred. As of December 31, 2013 and 2012, there were no accumulated impairment losses related to goodwill.

The changes in the carrying amount of goodwill were as follows (in millions):

	December 31, 2013		December 31, 2012			December 31, 2012
			(As Adjusted)			(As Reported)
Beginning balance	$	14,819	$	14,803		$	14,803
Additions	—		33			33
Acquisition valuation	—		(17		)	—
Ending balance	$	14,819	$	14,819		$	14,836

In December 2012, BNSF Logistics, LLC, made an immaterial acquisition of two companies. During the fourth quarter of 2013, the Company completed the acquisition valuation which resulted in a reduction of the December 31, 2012 goodwill carrying value. The reduction to goodwill was offset by an increase of $14 million and $1 million to the provisional values of intangible assets and other current assets, respectively, and a decrease of $2 million to the provisional values of accounts payable and other current liabilities.

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

	As of December 31, 2013				As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets	$	2,030	$	1,209	$	2,027	$	899
Intangible liabilities	$	2,056	$	1,095	$	2,056	$	842

Intangible assets primarily consisted of internally developed software and 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):

	December 31, 2013		December 31, 2012
Amortization of intangible assets	$	310	$	306
Amortization of intangible liabilities	$	253	$	282

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
2014	$	310	$	179
2015	$	56	$	115
2016	$	33	$	101
2017	$	33	$	96
2018	$	31	$	90

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Employment Benefit Plans Change in Benefit Obligation (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Plan, Defined Benefit
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of period	$ 2,517	$ 2,324
Service cost	47	39	32
Interest cost	89	100	102
Actuarial (gain) loss	(234)	212
Plan amendment	(7)	0
Benefits paid	(176)	(141)
Administrative expenses	(1)	(1)
Settlements	(15)	(16)
Projected benefit obligation at end of period	2,220	2,517	2,324
Component representing future salary increases	(106)	(130)
Accumulated benefit obligation at end of period	2,114	2,387
Retiree Health and Welfare Benefits
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of period	314	293
Service cost	1	1	1
Interest cost	12	13	14
Actuarial (gain) loss	(29)	31
Plan amendment	0	(5)
Prior service credits	(7)	0	0
Benefits paid	(22)	(26)
Plan participants' contributions	3	5
Medicare Subsidy	0	2
Projected benefit obligation at end of period	$ 272	$ 314	$ 293

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Employment Benefit Plans Change in AOCL (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	$ 30	$ 31
Pension Plan, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Future amortization of actuarial loss and prior service credits	1
Defined Benefit Plan, Change in Accumulated Other Comprehensive Income Loss [Roll Forward]
Beginning balance	330	311	2
Amortization of actuarial loss	(17)	(10)	0
Plan amendment	(7)	0	0
Actuarial (gain) loss	(734)	29	310
Settlements	1	0	(1)
Ending balance	(427)	330	311
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Net actuarial (gain) loss	(420)	331
Plan amendment	(7)	0
Prior Service Costs	0	0
Settlements	0	(1)
Pre-tax amount recognized in AOCL at December 31,	(427)	330	311
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax [Abstract]
After-tax amount recognized in AOCL at December 31,	(263)	204
Retiree Health and Welfare Benefits
Defined Benefit Plan Disclosure [Line Items]
Future Amortization of Gain (Loss)	1
Future amortization of prior service costs (credits)	2
Defined Benefit Plan, Change in Accumulated Other Comprehensive Income Loss [Roll Forward]
Beginning balance	60	35	19
Amortization of actuarial loss	(5)	(1)	0
Amortization of prior service credits	1	0	0
Plan amendment	0	(5)	0
Actuarial (gain) loss	(29)	31	16
Prior service credits	(7)	0	0
Ending balance	20	60	35
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Net actuarial (gain) loss	31	65
Plan amendment	(5)	(5)
Prior Service Costs	(6)	0
Settlements	0	0
Pre-tax amount recognized in AOCL at December 31,	20	60	35
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), after Tax [Abstract]
After-tax amount recognized in AOCL at December 31,	$ 12	$ 37

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Employee Benefit Plans, Net Cost (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Plan, Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 47	$ 39	$ 32
Interest cost	89	100	102
Expected return on plan assets	(124)	(118)	(120)
Amortization of net loss	17	10	0
Settlements	(1)	0	1
Net cost recognized	28	31	15
Retiree Health and Welfare Benefits
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	1	1	1
Interest cost	12	13	14
Amortization of prior service credits	(1)	0	0
Amortization of net loss	5	1	0
Net cost recognized	$ 17	$ 15	$ 15

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments for Capital and Operating Leases [Table Text Block]

Future minimum lease payments as of December 31, 2013, are summarized as follows (in millions):

December 31,	Capital Leases			Operating Leases		a
2014	$	146		$	569
2015	113			536
2016	201			521
2017	76			463
2018	73			409
Thereafter	500			2,101
Total	1,109			$	4,599
Less amount representing interest	(255		)
Present value of minimum lease payments	$	854

^a Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

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):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	462		$	540		$	575
Accruals	21			58			77
Payments	(96		)	(136		)	(112		)
Ending balance	$	387		$	462		$	540

Accrued Obligations for Environmental Matters

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

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	458		$	570		$	578
Accruals	19			(17		)	43
Payments	(42		)	(95		)	(51		)
Ending balance	$	435		$	458		$	570

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Goodwill and Other Intangible Assets and Liablities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross carrying amount	$ 2,030	$ 2,027
Intangible assets, accumulated amortization	1,209	899
Intangible liabilities, gross carrying amount	2,056	2,056
Intangible liabilities, accumulated amortization	1,095	842
Amortization of Intangible Assets	310	306
Amortization of Intangible Liabilities	253	282
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Amortization of intangible assets, 2014	310
Amortization of intangible liabilities, 2014	179
Amortization of intangible assets, 2015	56
Amortization of intangible liabilities, 2015	115
Amortization of intangible assets, 2016	33
Amortization of intangible liabilities, 2016	101
Amortization of intangible assets, 2017	33
Amortization of intangible liabilities, 2017	96
Amortization of intangible assets, 2018	31
Amortization of intangible liabilities, 2018	$ 90

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Employment Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Employment Benefit Plans

Employment Benefit Plans

BNSF provides a funded, noncontributory qualified pension plan, the BNSF Retirement Plan, which covers most non-union employees, and an unfunded non-tax-qualified pension plan, the BNSF Supplemental Retirement Plan, which covers certain officers and other employees. The benefits under these pension plans are based on years of credited service and the highest consecutive sixty months of compensation for the last ten years of salaried employment with BNSF. The Company also provides two funded, noncontributory qualified pension plans which cover certain union employees of the former The Atchison, Topeka and Santa Fe Railway Company. The benefits under these pension plans are based on elections made at the time the plans were implemented. BNSF’s funding policy is to contribute annually not less than the regulatory minimum and not more than the maximum amount deductible for income tax purposes with respect to the funded plans.

Certain salaried employees of BNSF who have met age and years of service requirements are eligible for medical benefits, including prescription drug coverage, during retirement. The postretirement medical and prescription drug benefit is contributory and provides benefits to retirees and their covered dependents. Retiree contributions are adjusted annually. The plan also contains fixed deductibles, coinsurance and out-of-pocket limitations. In addition, a basic life insurance plan is noncontributory and covers retirees only. Optional life insurance coverage is available for some retirees; however, the retiree is responsible for the full cost. BNSF’s policy is to fund the life insurance premiums and medical benefits as they come due. Generally, employees beginning salaried employment with BNSF subsequent to September 22, 1995, are not eligible for medical benefits during retirement. These benefits are collectively referred to as retiree health and welfare benefits.

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

	Pension Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Service cost	$	47		$	39		$	32
Interest cost	89			100			102
Expected return on plan assets	(124		)	(118		)	(120		)
Amortization of net loss	17			10			—
Settlements	(1		)	—			1
Net cost recognized	$	28		$	31		$	15

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended		Year Ended
	December 31, 2013			December 31, 2012		December 31, 2011
Service cost	$	1		$	1	$	1
Interest cost	12			13		14
Amortization of prior service credits	(1		)	—		—
Amortization of net loss	5			1		—
Net cost recognized	$	17		$	15	$	15

The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases and expected healthcare cost trend rate increases. The following table shows the change in projected benefit obligation (in millions):

	Pension Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	2,517		$	2,324
Service cost	47			39
Interest cost	89			100
Actuarial (gain) loss	(234		)	212
Plan amendment	(7		)	—
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Projected benefit obligation at end of period	2,220			2,517
Component representing future salary increases	(106		)	(130		)
Accumulated benefit obligation at end of period	$	2,114		$	2,387

	Retiree Health and Welfare Benefits
Change in Benefit Obligation	December 31, 2013			December 31, 2012
Projected benefit obligation at beginning of period	$	314		$	293
Service cost	1			1
Interest cost	12			13
Plan participants’ contributions	3			5
Actuarial (gain) loss	(29		)	31
Plan amendment	—			(5		)
Prior service credits	(7		)	—
Medicare subsidy	—			2
Benefits paid	(22		)	(26		)
Projected benefit obligation at end of period	$	272		$	314

BNSF’s pension plans had plan assets in excess of accumulated and projected benefit obligations at December 31, 2013 and accumulated and projected benefit obligations in excess of plan assets at December 31, 2012.

The following tables show the change in plan assets of the plans (in millions):

	Pension Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	2,014		$	1,817
Actual return on plan assets	625			302
Employer contributionsa	43			53
Benefits paid	(176		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(15		)	(16		)
Fair value of plan assets at measurement date	$	2,490		$	2,014

^a  Other than contributions to the qualified pension plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

	Retiree Health and Welfare Benefits
Change in Plan Assets	December 31, 2013			December 31, 2012
Fair value of plan assets at beginning of period	$	—		$	—
Employer contributionsa	19			21
Plan participants’ contributions	3			5
Benefits paid	(22		)	(26		)
Fair value of plan assets at measurement date	$	—		$	—

^a  Employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

The following table shows the funded status, defined as plan assets less the projected benefit obligation (in millions):

	Pension Benefits					Retiree Health and Welfare Benefits
	December 31, 2013		December 31, 2012			December 31, 2013			December 31, 2012
Funded status (plan assets less projected benefit obligations)	$	270	$	(503	)	$	(272	)	$	(314	)

Of the combined pension and retiree health and welfare benefits liability of $2 million and $817 million recognized as of December 31, 2013 and 2012, respectively, $30 million and $31 million was included in other current liabilities as of December 31, 2013 and 2012, respectively.

Actuarial gains and losses and prior service credits are recognized in the Consolidated Balance Sheets through an adjustment to AOCI. The following table shows the pre-tax change in AOCI attributable to the components of the net cost and the change in benefit obligation (in millions):

	Pension Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	330		$	311		$	2
Amortization of actuarial loss	(17		)	(10		)	—
Plan amendment	(7		)	—			—
Actuarial (gain) loss	(734		)	29			310
Settlements	1			—			(1		)
Ending balance	$	(427	)	$	330		$	311

	Retiree Health and Welfare Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	60		$	35		$	19
Amortization of actuarial loss	(5		)	(1		)	—
Amortization of prior service credits	1			—			—
Plan amendment	—			(5		)	—
Prior service credits	(7		)	—			—
Actuarial (gain) loss	(29		)	31			16
Ending balance	$	20		$	60		$	35

Less than $1 million, net of tax, of the actuarial losses and prior service credits from defined benefit pension plans and approximately $1 million, net of tax, and $2 million, net of tax, of the actuarial losses and prior service credits, respectively, from retiree health and welfare benefit plans in AOCI are required to be amortized into net periodic benefit cost over the next fiscal year. Pre-tax amounts currently recognized in AOCI consist of the following (in millions):

	Pension Benefits						Retiree Health and Welfare Benefits
	2013			2012			2013			2012
Net actuarial (gain) loss	$	(420	)	$	331		$	31		$	65
Plan amendment	(7		)	—			(5		)	(5		)
Prior service costs	—			—			(6		)	—
Settlements	—			(1		)	—			—
Pre-tax amount recognized in AOCI at December 31,	$	(427	)	$	330		$	20		$	60
After-tax amount recognized in AOCI at December 31,	$	(263	)	$	204		$	12		$	37

The assumptions used in accounting for the BNSF plans were as follows:

	Pension Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Expected long-term rate of return on plan assets	6.75	%	6.75	%	7.50	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Retiree Health and Welfare Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, 2013		December 31, 2012		December 31, 2011
Discount rate	3.75	%	4.50	%	5.25	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%

	Pension Benefits				Retiree Health and Welfare Benefits
Assumptions Used to Determine Benefit Obligations	December 31, 2013		December 31, 2012		December 31, 2013		December 31, 2012
Discount rate	4.50	%	3.75	%	4.50	%	3.75	%
Rate of compensation increase	3.80	%	3.80	%	3.80	%	3.80	%

BNSF determined the discount rate based on a yield curve that utilizes year-end market yields of high-quality corporate bonds whose maturities match expected payments. The discount rate used for the 2014 calculation of net benefit cost increased to 4.50 percent for both pension and retiree health and welfare benefits, which reflects market conditions at the December 31, 2013, measurement date.

Pension plan assets are generally invested with the long-term objective of earning sufficient amounts to cover expected benefit obligations, while assuming a prudent level of risk. Allocations may change as a result of changing market conditions and investment opportunities. The expected rates of return on plan assets reflect subjective assessments of expected invested asset returns over a period of several years. Generally, past investment returns are not given significant consideration when establishing assumptions for expected long-term rates of returns on plan assets. Actual experience will differ from the assumed rates. The expected rate of return on plan assets was 6.75 percent for 2013 and will be 6.75 percent for 2014. During 2012, BNSF changed the investment management of the BNSF Retirement Plan to an affiliated company.

The following table is an estimate of the impact on future net benefit cost that could result from hypothetical changes to the most sensitive assumptions, the discount rate and rate of return on plan assets:

Sensitivity Analysis
	Change in Net Benefit Cost
Hypothetical Discount Rate Change	Pension				Retiree Health and Welfare
50 basis point decrease	Less than $1 million			decrease	$	1	million	increase
50 basis point increase	Less than $1 million			increase	$	1	million	decrease
Hypothetical Rate of Return on Plan Assets Change	Pension
50 basis point decrease	$	10	million	increase
50 basis point increase	$	10	million	decrease

The following table presents assumed health care cost trend rates:

	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Assumed health care cost trend rate for next year (participants under 65)	8.20	%	8.40	%	8.70	%
Assumed health care cost trend rate for next year (participants over 65)a	3.00	%	3.00	%	8.70	%
Rate to which health care cost trend rate is expected to decline and remainb	4.50	%	4.50	%	4.50	%
Year that the rate reaches the ultimate trend rateb	2028		2028		2028

^a Effective January 1, 2013, Medicare-eligible retirees who are enrolled in the retiree medical program received a contribution to a Health Reimbursement Account, which can be used to reimburse plan participants for health insurance premiums and to pay eligible out-of-pocket expenses.

^b For the years ended December 31, 2013 and 2012, the ultimate trend rate only applies to participants under 65.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage point change in assumed health care cost trend rates would have the following effects (in millions):

	One Percentage- Point Increase		One Percentage- Point Decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on postretirement benefit obligation	$	19	$	(16	)

Investments are stated at fair value. The various types of investments are valued as follows:

(i) Equity securities are valued at the last trade price at primary exchange close time on the last business day of the year (Level 1 input). If the last trade price is not available, values are based on bid, ask/offer quotes from contracted pricing vendors, brokers, or investment managers (Level 3 input or Level 2 if corroborated).

(ii) Corporate debt securities, government debt securities, and collateralized obligations and mortgage backed securities are valued based on institutional bid evaluations from contracted vendors. Where available, vendors use observable market-based data to evaluate prices (Level 2 input). This also applies to U.S. Treasury securities included in cash and cash equivalents. If observable market-based data is not available, unobservable inputs such as extrapolated data, proprietary models, and indicative quotes are used to arrive at estimated prices representing the price a dealer would pay for the security (Level 3 input).

(iii) Shares of real estate commingled funds are valued at the quarterly net asset value of units held at year end. Net asset value is based on significant unobservable inputs such as discount rates, capitalization rates and cash flows (Level 3 input).

(iv) Registered investment companies and common/collective trusts are valued at the daily net asset value of shares held at year end. Net asset value is considered a Level 1 input if net asset value is computed daily and redemptions at this value are available to all shareholders without restriction. Net asset value is considered a Level 2 input if the fund may restrict share redemptions under limited circumstances or if net asset value is not computed daily. Net asset value is considered a Level 3 input if shares could not be redeemed on the reporting date and net asset value can not be corroborated by trading activity.

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2013, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2013		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securitiesb	$	2,240	$	2,240	$	—	$	—
Corporate debt securities	16		—		16		—
Registered investment companies	60		60		—		—
U.S. government debt securities	10		—		10		—
Real estate	—		—		—		—
Collateralized obligations and mortgage backed securities (MBS)	2		—		2		—
Cash and cash equivalents	162		—		162		—
Totalc	$	2,490	$	2,300	$	190	$	—

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2013, four U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represent approximately 62 percent of total plan assets.

^c Excludes less than $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF's funded pension plans for the year ended December 31, 2013 (in millions):

Level 3 Inputs	Total			Real Estate
Balance as of December 31, 2012	$	32		$	32
Purchases, sales and settlements	(32		)	(32		)
Balance as of December 31, 2013	$	—		$	—

Comparative Prior Year Information

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2012, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, 2012		Level 1 Inputs a		Level 2 Inputs a		Level 3 Inputs a
U.S. equity securities b	$	1,364	$	1,364	$	—	$	—
Corporate debt securities	13		—		13		—
Registered investment companies	54		54		—		—
U.S. government debt securities	13		—		13		—
Real estate	32		—		—		32
Collateralized obligations and mortgage backed securities (MBS)	1		—		1		—
Cash and cash equivalents	536		—		536		—
Total c	$	2,013	$	1,418	$	563	$	32

^a See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

^b As of December 31, 2012, three U.S. equity securities each exceeded 10 percent of total plan assets.  These investments represented approximately 45 percent of total plan assets.

^c Excludes $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF’s funded pension plans for the year ended December 31, 2012 (in millions):

Level 3 Inputs	Total			U.S. Government Debt Securities			Real Estate
Balance as of December 31, 2011	$	130		$	1		$	129
Actual return on plan assets:
Relating to assets still held at reporting date	1			—			1
Relating to assets sold during the period	3			—			3
Purchases, sales and settlements	(102		)	(1		)	(101		)
Balance as of December 31, 2012	$	32		$	—		$	32

The Company is not required to make contributions to the BNSF Retirement Plan in 2014. The Company is required to make contributions of $7 million to its other funded pension plans. The Company expects to make benefit payments in 2014 of $9 million from its unfunded non-qualified pension plan.

The following table shows expected benefit payments from its defined benefit pension plans and expected claim payments for the retiree health and welfare plan for the next five fiscal years and the aggregate five years thereafter (in millions):

Fiscal year	Expected Pension Plan Benefit Payments		a	Expected Retiree Health and Welfare Payments
2014	$	166		$	22
2015	$	156		$	22
2016	$	156		$	21
2017	$	156		$	21
2018	$	153		$	20
2019-2023	$	719		$	92

^a Primarily consists of the BNSF Retirement Plan payments, which are made from the plan trust and do not represent an immediate cash outflow to the Company.

Defined Contribution Plans

BNSF sponsors qualified 401(k) plans that cover substantially all employees and a non-qualified defined contribution plan that covers certain officers and other employees. BNSF matched 50 percent of the first six percent of non-union employees’ contributions and matched 25 percent on the first four percent of a limited number of union employees’ contributions, which are subject to certain percentage limits of the employees’ earnings, at each pay period. Non-union employees are also eligible to receive an annual discretionary matching contribution of up to 30 percent of the first six percent of their contributions. Employer contributions are subject to a five-year length of service vesting schedule. BNSF’s 401(k) matching expense was $34 million, $32 million and $31 million during the years ended December 31, 2013, 2012 and 2011, respectively.

Effective January 1, 2014, BNSF will increase its match of the first six percent of non-union employees' contributions from 50 percent to 75 percent. The increased match replaces the discretionary matching contribution of up to 30 percent discussed above.

Other

Under collective bargaining agreements, BNSF participates in multi-employer benefit plans that provide certain postretirement health care and life insurance benefits for eligible union employees. Insurance premiums paid attributable to retirees, which are generally expensed as incurred, were $65 million, $71 million and $73 million during the years ended December 31, 2013, 2012 and 2011, respectively. The average number of employees covered under these plans were 37 thousand, 36 thousand and 35 thousand during the years ended December 31, 2013, 2012 and 2011, respectively.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Significant Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The Consolidated Financial Statements include the accounts of BNSF, including its principal subsidiary BNSF Railway. All intercompany accounts and transactions have been eliminated. The Company evaluates its less than majority-owned investments for consolidation pursuant to authoritative accounting guidance related to the consolidation of variable interest entities (VIEs). The Company consolidates a VIE when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and when the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially be significant to the VIE.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions are periodically reviewed by management. Actual results could differ from those estimates.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Transportation revenues are recognized based upon the proportion of service provided as of the balance sheet date, with related expenses recognized as incurred. Revenues from ancillary services are recognized when performed. Customer incentives, which are primarily provided for shipping a specified cumulative volume or shipping to/from specific locations, are recorded as a reduction to revenue on a pro-rata basis based on actual or projected future customer shipments. When using projected shipments, the Company relies on historic trends as well as economic and other indicators to estimate the liability for customer incentives.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts Receivable, Net

Accounts receivable, net includes accounts receivable reduced by an allowance for bill adjustments and uncollectible accounts. The allowance for bill adjustments and uncollectible accounts is based on historical experience as well as any known trends or uncertainties related to customer billing and account collectibility. Allowances for uncollectible accounts are charged off when it is determined that the counterparty will be unable to pay based on the contractual terms of the receivables.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

All short-term investments with original maturities of 90 days or less are considered cash equivalents. Cash equivalents are stated at cost, which approximates market value because of the short maturity of these instruments.

Inventory, Policy [Policy Text Block]

Materials and Supplies

Materials and supplies, which consist mainly of rail, ties and other items for construction and maintenance of property and equipment, as well as diesel fuel, are valued at the lower of average cost or market.

Goodwill And Intangible Assets And Intangible Liabilities Policy [Policy Text Block]

Goodwill and Other Intangible Assets and Liabilities

Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed.

Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test involves a two-step process. The first step is to estimate the fair value of the reporting unit through discounting projected future net cash flows. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, a second step is performed. Under the second step, the identifiable assets and liabilities, including identifiable intangible assets and liabilities, of the reporting unit are estimated at fair value as of the current testing date. The excess of the estimated fair value of the reporting unit over the estimated fair value of net assets establishes the implied value of goodwill. If the carrying amount of goodwill exceeds the implied value of goodwill, an impairment loss is recognized in an amount equal to that excess.

Other 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. Other intangible assets and liabilities are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable or realized.

See Note 8 to the Consolidated Financial Statements for further information related to goodwill and other intangible assets and liabilities.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment, Net

BNSF’s railroad operations are highly capital intensive and its large base of homogeneous, network-type assets turns over on a continuous basis. Each year BNSF develops a capital program for the replacement of assets and for the acquisition or construction of assets that enables BNSF to enhance the efficiency of operations, gain strategic benefit or provide new service offerings to customers. Assets purchased or constructed throughout the year are capitalized if they meet applicable minimum units of property criteria.

Normal repairs and maintenance are charged to operating expense as incurred, while costs incurred that extend the useful life of an asset, improve the safety of BNSF’s operations, or improve operating efficiency are capitalized.

Property and equipment are stated at cost and are depreciated and amortized on a straight-line basis over their estimated useful lives. The Company uses the group method of depreciation in which a single depreciation rate is applied to the gross investment in a particular class of property, despite differences in the service life or salvage value of individual property units within the same class. The Company conducts studies of depreciation rates and the required accumulated depreciation balance as required by the Surface Transportation Board (STB), which is generally every three years for equipment property and every six years for track structure and other roadway property. These detailed studies form the basis for the Company's depreciation methods used in accordance with GAAP. There are no differences between assumptions used in determining average service lives between STB reporting and GAAP.

Depreciation studies take into account the following factors:

• Statistical analysis of historical patterns of use and retirements of each of BNSF’s asset classes;

• Evaluation of any expected changes in current operations and the outlook for continued use of the assets;

• Evaluation of technological advances and changes to maintenance practices; and

• Expected salvage to be received upon retirement.

Changes in the estimated service lives of the assets and their related depreciation rates are implemented prospectively. Currently, BNSF is not aware of any specific factors that would cause significant changes in average useful service lives.

Under group depreciation, the historical cost net of salvage of depreciable property that is retired or replaced in the ordinary course of business is charged to accumulated depreciation and no gain or loss is recognized. This historical cost of certain assets is estimated as it is impracticable to track individual, homogeneous network-type assets. Historical costs are estimated by deflating current costs using the Producer Price Index (PPI). The PPI was selected because it closely correlates with the major costs of the items comprising the asset classes. Because of the number of estimates inherent in the depreciation and retirement processes and because it is impossible to precisely estimate each of these variables until a group of property is completely retired, BNSF continually monitors the estimated service lives of its assets and the accumulated depreciation associated with each asset class to ensure its depreciation rates are appropriate.

For retirements of depreciable asset classes that do not occur in the normal course of business, a gain or loss may be recognized in operating expense if the retirement meets each of the following conditions: (i) is unusual, (ii) is material in amount, and (iii) varies significantly from the retirement profile identified through BNSF’s depreciation studies. During the three fiscal years presented, no such gains or losses were recognized due to the retirement of depreciable assets. Gains or losses from disposals of land and non-rail property are recorded at the time of their occurrence.

When BNSF purchases an asset, all costs necessary to make the asset ready for its intended use are capitalized. BNSF self-constructs portions of its track structure and rebuilds certain classes of rolling stock.  Expenditures that significantly increase asset values or extend useful lives are capitalized. In addition to direct labor and material, certain indirect costs such as materials, small tools and project supervision are capitalized. Annually, a study is performed for the purpose of identifying indirect costs that clearly relate to capital projects. From those studies, an overhead application rate is developed. Indirect projects costs are then allocated to capital projects using this overhead application rate.     

BNSF incurs certain direct labor, contract service and other costs associated with the development and installation of internal-use computer software. Costs for newly developed software or significant enhancements to existing software are typically capitalized. Research, preliminary project, operations, maintenance and training costs are charged to operating expense when the work is performed.

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the asset or the period of the related lease.

Leasehold improvements that meet capitalization criteria are capitalized and amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining lease term.

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cash flows.

Property, Plant and Equipment, Planned Major Maintenance Activities, Policy [Policy Text Block]

Planned Major Maintenance Activities

BNSF utilizes the deferral method of accounting for leased locomotive overhauls, which includes the refurbishment of the engine and related components. Accordingly, BNSF has established an asset for overhauls that have been performed. This asset, which is included in property and equipment, net in the Consolidated Balance Sheets, is amortized to expense using the straight-line method until the next overhaul is performed or the end of the lease, whichever comes first, typically between six and eight years. 

Rail Grinding Costs, Policy [Policy Text Block]

Rail Grinding Costs

BNSF uses the direct expense method of accounting for rail grinding costs, under which the Company expenses rail grinding costs as incurred.

Environmental Liabilities, Policy [Policy Text Block]

Environmental Liabilities

Liabilities for environmental cleanup costs are initially recorded when BNSF’s liability for environmental cleanup is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Estimates for these liabilities are undiscounted.

Personal Injury Claims, Policy [Policy Text Block]

Personal Injury Claims

Liabilities for personal injury claims are initially recorded when the expected loss is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Liabilities recorded for unasserted personal injury claims, including those related to asbestos, are based on information currently available. Estimates of liabilities for personal injury claims are undiscounted.

Income Tax, Policy [Policy Text Block]

Income Taxes

Deferred tax assets and liabilities are measured using the tax rates that apply to taxable income in the period in which the deferred tax asset or liability is expected to be realized or paid. Changes in the Company’s estimates regarding the statutory tax rate to be applied to the reversal of deferred tax assets and liabilities could materially affect the effective tax rate. Valuation allowances are established to reduce deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. BNSF has not recorded a valuation allowance, as it believes that the deferred tax assets will be fully realized in the future. Investment tax credits are accounted for using the flow-through method.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

BNSF is included in the U.S. consolidated federal income tax return of Berkshire. BNSF’s tax expense and liabilities have been computed on a stand alone basis, and substantially all of its current federal income taxes payable is remitted each quarter to Berkshire.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company recognizes the compensation expense related to the cost of employee services received in exchange for Berkshire equity interests over the award’s vesting period based on the award’s fair value at the appropriate measurement date under authoritative accounting guidance.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Employment Benefit Plans

The Company estimates liabilities and expenses for pension and retiree health and welfare plans. Estimated amounts are based on historical information, current information and estimates regarding future events and circumstances. Significant assumptions used in the valuation of pension and/or retiree health and welfare liabilities include the expected return on plan assets, discount rate, rate of increase in compensation levels and the health care cost trend rate.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

As defined under authoritative accounting guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Different valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not under duress. Nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

The authoritative accounting guidance specifies a three-level hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures.

• Level 1–Quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

• Level 2–Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable market data.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Retrospective Adjustment [Policy Text Block]

Retrospective Adjustment

Certain prior year amounts in the Consolidated Balance Sheets have been retrospectively adjusted based on completion of the acquisition valuation results of two companies acquired in December 2012 by BNSF Logistics, LLC, a wholly-owned, third-party logistics company. See Note 8 to the Consolidated Financial Statements for further information related to goodwill and intangible assets and liabilities.

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Property and Equipment, Net (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 54,595	$ 51,696
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(2,232)	(1,626)
Property, Plant and Equipment, Net	52,363	50,070
Capital Leased Asset, Net	910	1,001
Interest Costs Capitalized	29	24	20
Property and Equipment under Capital Lease [Member]
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(366)	(269)
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,973	5,950
Track Structure [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	18,207	17,319
Other Roadway [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	21,891	20,936
Locomotives [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,241	4,505
Freight Cars and Othe Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,053	1,744
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	257	279
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 973	$ 963
Minimum [Member] | Track Structure [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Minimum [Member] | Other Roadway [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Minimum [Member] | Locomotives [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Minimum [Member] | Freight Cars and Othe Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	8 years
Minimum [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] | Track Structure [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Maximum [Member] | Other Roadway [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	100 years
Maximum [Member] | Locomotives [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	33 years
Maximum [Member] | Freight Cars and Othe Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	37 years
Maximum [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	9 years

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Derivative Activities Derivative Narrative (Details) (Cost of Fuel [Member], Operating Expense [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cost of Fuel [Member] | Operating Expense [Member]
Concentration Risk [Line Items]
Fuel costs percent of total operating costs	29.00%	30.00%	30.00%

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 2,225		$ 1,794
Accounts receivable, net	1,298		1,168
Materials and supplies	835		800
Current portion of deferred income taxes	358		341
Other current assets	87		78
Total current assets	4,803		4,181
Property and equipment, net of accumulated depreciation of $2,232 and $1,626, respectively	52,363		50,070
Goodwill	14,819		14,819
Intangible assets, net	821		1,128
Other assets	2,224		1,816
Total assets	75,030		72,014
Current liabilities:
Accounts payable and other current liabilities	3,206		3,120
Long-term debt due within one year	645	[1]	453	[1]
Total current liabilities	3,851		3,573
Deferred income taxes	17,224		16,319
Long-term debt	16,361	[1]	14,080	[1]
Intangible liabilities, net	961		1,214
Casualty and environmental liabilities	677		750
Pension and retiree health and welfare liability	362		786
Other liabilities	982		963
Total liabilities	40,418		37,685
Commitments and contingencies (see Notes 4, 11 and 12)
Equity:
Member's Equity	34,367		34,574
Accumulated other comprehensive income ( loss)	245		(245)
Total equity	34,612		34,329
Total liabilities and equity	$ 75,030		$ 72,014

[1] Amounts represent debt outstanding and weighted average effective interest rates for 2013 and 2012, respectively. Maturities are as of December 31, 2013.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Significant Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of BNSF, including its principal subsidiary BNSF Railway. All intercompany accounts and transactions have been eliminated. The Company evaluates its less than majority-owned investments for consolidation pursuant to authoritative accounting guidance related to the consolidation of variable interest entities (VIEs). The Company consolidates a VIE when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and when the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially be significant to the VIE.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions are periodically reviewed by management. Actual results could differ from those estimates.

Revenue Recognition

Transportation revenues are recognized based upon the proportion of service provided as of the balance sheet date, with related expenses recognized as incurred. Revenues from ancillary services are recognized when performed. Customer incentives, which are primarily provided for shipping a specified cumulative volume or shipping to/from specific locations, are recorded as a reduction to revenue on a pro-rata basis based on actual or projected future customer shipments. When using projected shipments, the Company relies on historic trends as well as economic and other indicators to estimate the liability for customer incentives.

Accounts Receivable, Net

Accounts receivable, net includes accounts receivable reduced by an allowance for bill adjustments and uncollectible accounts. The allowance for bill adjustments and uncollectible accounts is based on historical experience as well as any known trends or uncertainties related to customer billing and account collectibility. Allowances for uncollectible accounts are charged off when it is determined that the counterparty will be unable to pay based on the contractual terms of the receivables.

Cash and Cash Equivalents

All short-term investments with original maturities of 90 days or less are considered cash equivalents. Cash equivalents are stated at cost, which approximates market value because of the short maturity of these instruments.

Materials and Supplies

Materials and supplies, which consist mainly of rail, ties and other items for construction and maintenance of property and equipment, as well as diesel fuel, are valued at the lower of average cost or market.

Goodwill and Other Intangible Assets and Liabilities

Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed.

Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test involves a two-step process. The first step is to estimate the fair value of the reporting unit through discounting projected future net cash flows. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, a second step is performed. Under the second step, the identifiable assets and liabilities, including identifiable intangible assets and liabilities, of the reporting unit are estimated at fair value as of the current testing date. The excess of the estimated fair value of the reporting unit over the estimated fair value of net assets establishes the implied value of goodwill. If the carrying amount of goodwill exceeds the implied value of goodwill, an impairment loss is recognized in an amount equal to that excess.

Other 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. Other intangible assets and liabilities are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable or realized.

See Note 8 to the Consolidated Financial Statements for further information related to goodwill and other intangible assets and liabilities.

Property and Equipment, Net

BNSF’s railroad operations are highly capital intensive and its large base of homogeneous, network-type assets turns over on a continuous basis. Each year BNSF develops a capital program for the replacement of assets and for the acquisition or construction of assets that enables BNSF to enhance the efficiency of operations, gain strategic benefit or provide new service offerings to customers. Assets purchased or constructed throughout the year are capitalized if they meet applicable minimum units of property criteria.

Normal repairs and maintenance are charged to operating expense as incurred, while costs incurred that extend the useful life of an asset, improve the safety of BNSF’s operations, or improve operating efficiency are capitalized.

Property and equipment are stated at cost and are depreciated and amortized on a straight-line basis over their estimated useful lives. The Company uses the group method of depreciation in which a single depreciation rate is applied to the gross investment in a particular class of property, despite differences in the service life or salvage value of individual property units within the same class. The Company conducts studies of depreciation rates and the required accumulated depreciation balance as required by the Surface Transportation Board (STB), which is generally every three years for equipment property and every six years for track structure and other roadway property. These detailed studies form the basis for the Company's depreciation methods used in accordance with GAAP. There are no differences between assumptions used in determining average service lives between STB reporting and GAAP.

Depreciation studies take into account the following factors:

• Statistical analysis of historical patterns of use and retirements of each of BNSF’s asset classes;

• Evaluation of any expected changes in current operations and the outlook for continued use of the assets;

• Evaluation of technological advances and changes to maintenance practices; and

• Expected salvage to be received upon retirement.

Changes in the estimated service lives of the assets and their related depreciation rates are implemented prospectively. Currently, BNSF is not aware of any specific factors that would cause significant changes in average useful service lives.

Under group depreciation, the historical cost net of salvage of depreciable property that is retired or replaced in the ordinary course of business is charged to accumulated depreciation and no gain or loss is recognized. This historical cost of certain assets is estimated as it is impracticable to track individual, homogeneous network-type assets. Historical costs are estimated by deflating current costs using the Producer Price Index (PPI). The PPI was selected because it closely correlates with the major costs of the items comprising the asset classes. Because of the number of estimates inherent in the depreciation and retirement processes and because it is impossible to precisely estimate each of these variables until a group of property is completely retired, BNSF continually monitors the estimated service lives of its assets and the accumulated depreciation associated with each asset class to ensure its depreciation rates are appropriate.

For retirements of depreciable asset classes that do not occur in the normal course of business, a gain or loss may be recognized in operating expense if the retirement meets each of the following conditions: (i) is unusual, (ii) is material in amount, and (iii) varies significantly from the retirement profile identified through BNSF’s depreciation studies. During the three fiscal years presented, no such gains or losses were recognized due to the retirement of depreciable assets. Gains or losses from disposals of land and non-rail property are recorded at the time of their occurrence.

When BNSF purchases an asset, all costs necessary to make the asset ready for its intended use are capitalized. BNSF self-constructs portions of its track structure and rebuilds certain classes of rolling stock.  Expenditures that significantly increase asset values or extend useful lives are capitalized. In addition to direct labor and material, certain indirect costs such as materials, small tools and project supervision are capitalized. Annually, a study is performed for the purpose of identifying indirect costs that clearly relate to capital projects. From those studies, an overhead application rate is developed. Indirect projects costs are then allocated to capital projects using this overhead application rate.     

BNSF incurs certain direct labor, contract service and other costs associated with the development and installation of internal-use computer software. Costs for newly developed software or significant enhancements to existing software are typically capitalized. Research, preliminary project, operations, maintenance and training costs are charged to operating expense when the work is performed.

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the asset or the period of the related lease.

Leasehold improvements that meet capitalization criteria are capitalized and amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining lease term.

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the long-lived assets, the carrying value is reduced to the estimated fair value as measured by the discounted cash flows.

Planned Major Maintenance Activities

BNSF utilizes the deferral method of accounting for leased locomotive overhauls, which includes the refurbishment of the engine and related components. Accordingly, BNSF has established an asset for overhauls that have been performed. This asset, which is included in property and equipment, net in the Consolidated Balance Sheets, is amortized to expense using the straight-line method until the next overhaul is performed or the end of the lease, whichever comes first, typically between six and eight years. 

Rail Grinding Costs

BNSF uses the direct expense method of accounting for rail grinding costs, under which the Company expenses rail grinding costs as incurred.

Environmental Liabilities

Liabilities for environmental cleanup costs are initially recorded when BNSF’s liability for environmental cleanup is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Estimates for these liabilities are undiscounted.

Personal Injury Claims

Liabilities for personal injury claims are initially recorded when the expected loss is both probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Liabilities recorded for unasserted personal injury claims, including those related to asbestos, are based on information currently available. Estimates of liabilities for personal injury claims are undiscounted.

Income Taxes

Deferred tax assets and liabilities are measured using the tax rates that apply to taxable income in the period in which the deferred tax asset or liability is expected to be realized or paid. Changes in the Company’s estimates regarding the statutory tax rate to be applied to the reversal of deferred tax assets and liabilities could materially affect the effective tax rate. Valuation allowances are established to reduce deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. BNSF has not recorded a valuation allowance, as it believes that the deferred tax assets will be fully realized in the future. Investment tax credits are accounted for using the flow-through method.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

BNSF is included in the U.S. consolidated federal income tax return of Berkshire. BNSF’s tax expense and liabilities have been computed on a stand alone basis, and substantially all of its current federal income taxes payable is remitted each quarter to Berkshire.  

Stock-Based Compensation

The Company recognizes the compensation expense related to the cost of employee services received in exchange for Berkshire equity interests over the award’s vesting period based on the award’s fair value at the appropriate measurement date under authoritative accounting guidance.

Employment Benefit Plans

The Company estimates liabilities and expenses for pension and retiree health and welfare plans. Estimated amounts are based on historical information, current information and estimates regarding future events and circumstances. Significant assumptions used in the valuation of pension and/or retiree health and welfare liabilities include the expected return on plan assets, discount rate, rate of increase in compensation levels and the health care cost trend rate.

Fair Value Measurements

As defined under authoritative accounting guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Different valuation techniques may be appropriate under the circumstances to determine the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not under duress. Nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

The authoritative accounting guidance specifies a three-level hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures.

• Level 1–Quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

• Level 2–Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable market data.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Retrospective Adjustment

Certain prior year amounts in the Consolidated Balance Sheets have been retrospectively adjusted based on completion of the acquisition valuation results of two companies acquired in December 2012 by BNSF Logistics, LLC, a wholly-owned, third-party logistics company. See Note 8 to the Consolidated Financial Statements for further information related to goodwill and intangible assets and liabilities.

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Debt Guarantees (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Kinder Morgan Energy Partners, L.P. | Payment Guarantee
Guarantor Obligations [Line Items]
BNSF 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 Ownership Percentage	0.00%
Remaining Term (in years)	4 years
Capitalized Obligations	$ 6	[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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Employment Benefit Plans Level 3 Rollforward (Details) (Pension Plan, Defined Benefit, USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	$ 2,490,000,000	[1]	$ 2,013,000,000	[2]
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	32,000,000	[2],[3]	130,000,000
Actual return on plan assets still held at reporting date			1,000,000
Actual Return on Plan Assets Sold During Period			3,000,000
Purchases, Sales, and Settlements	(32,000,000)		(102,000,000)
Ending balance	0	[1],[3]	32,000,000	[2],[3]
US Government Agencies Debt Securities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	10,000,000		13,000,000
US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance			1,000,000
Actual return on plan assets still held at reporting date			0
Actual Return on Plan Assets Sold During Period			0
Purchases, Sales, and Settlements			(1,000,000)
Ending balance	0	[3]	0	[3]
Real Estate [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		32,000,000
Real Estate [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	32,000,000	[3]	129,000,000
Actual return on plan assets still held at reporting date			1,000,000
Actual Return on Plan Assets Sold During Period			3,000,000
Purchases, Sales, and Settlements	(32,000,000)		(101,000,000)
Ending balance	$ 0	[3]	$ 32,000,000	[3]

[1] Excludes less than $1 million accrued for dividend and interest receivable.

[2] Excludes $1 million accrued for dividend and interest receivable.

[3] See Note 2 to the Consolidated Financial Statements under the heading “Fair Value Measurements” for a definition of each of these levels of inputs.

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Derivative Activities (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The effects of derivative instrument gains and losses for the years ended December 31, 2013, 2012 and 2011, were as follows (in millions):

Derivatives in ASC 815-20 Cash Flow Hedging Relationships
	Amount of Gain Recognized in OCI on Derivatives (Effective Portion)
	Year Ended		Year Ended		Year Ended
	December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	$	—	$	7	$	50
Total derivatives	$	—	$	7	$	50

		Amount of Gain Recognized from AOCI into Income (Effective Portion)
	Location of Gain Recognized from AOCI into Income	Year Ended		Year Ended		Year Ended
		December 31, 2013		December 31, 2012		December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	25	$	98
Total derivatives		$	—	$	25	$	98

		Amount of Loss Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)a
	Location of Loss Recognized in Income on Derivatives	Year Ended		Year Ended			Year Ended
		December 31, 2013		December 31, 2012			December 31, 2011
Fuel Contracts	Fuel expense	$	—	$	(3	)	$	(16	)
Total derivatives		$	—	$	(3	)	$	(16	)

^a  No portion of the loss was excluded from the assessment of hedge effectiveness for the periods then ended.

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Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss by Component (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	$ (245)
Other Comprehensive Income (Loss) before Reclassifications	476
Amounts reclassified from accumulated other comprehensive income (loss)	14
Accumulated Other Comprehensive Income (Loss), Ending balance	245
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	(241)	[1]
Other Comprehensive Income (Loss) before Reclassifications	478	[1]
Amounts reclassified from accumulated other comprehensive income (loss)	14	[1]
Accumulated Other Comprehensive Income (Loss), Ending balance	251	[1]
Equity Method Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning balance	(4)
Other Comprehensive Income (Loss) before Reclassifications	(2)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Accumulated Other Comprehensive Income (Loss), Ending balance	$ (6)

[1] Amounts are net of tax. See Note 13 for additional details.

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2013

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

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

The following table provides the changes of accumulated other comprehensive (loss) income by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2012	$	(241	)	$	(4	)	$	(245	)
Other comprehensive income before reclassifications	478			(2		)	476
Amounts reclassified from accumulated other comprehensive income	14			—			14
Balance at December 31, 2013	$	251		$	(6	)	$	245

^a Amounts are net of tax. See Note 13 for additional details.

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

Reclassifications out of Accumulated Other Comprehensive Income
	Year Ended
Details about Accumulated Other Comprehensive Income Components	December 31, 2013			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Actuarial losses	$	22		b
Prior service costs	(1		)	b
	21			Total before tax
	(7		)	Tax expense/(benefit)
Total reclassifications for the period	$	14		Net of tax

^b This accumulated other comprehensive loss component is included in the computation of net periodic pension and retiree health and welfare cost (see Note 13 for additional details).

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Lease Commitments

BNSF has substantial lease commitments for locomotives, freight cars, trailers and containers, office buildings, operating facilities and other property, and many of these leases provide the option to purchase the leased item at fair market value at the end of the lease. However, some provide fixed price purchase options. Future minimum lease payments as of December 31, 2013, are summarized as follows (in millions):

December 31,	Capital Leases			Operating Leases		a
2014	$	146		$	569
2015	113			536
2016	201			521
2017	76			463
2018	73			409
Thereafter	500			2,101
Total	1,109			$	4,599
Less amount representing interest	(255		)
Present value of minimum lease payments	$	854

^a Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

Lease rental expense for all operating leases, excluding per diem leases, was $594 million, $629 million and $591 million for the years ended December 31, 2013, 2012 and 2011, respectively. When rental payments are not made on a straight-line basis, the Company recognizes rental expense on a straight-line basis over the lease term. Contingent rentals and sublease rentals were not significant.

Other Commitments

In the normal course of business, the Company enters into long-term contractual requirements for future goods and services needed for the operations of the business. Such commitments are not in excess of expected requirements and are not reasonably likely to result in performance penalties or payments that would have a material adverse effect on the Company’s liquidity.

Personal Injury and Environmental Costs

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 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 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. 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 BNSF 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 by 1985.

BNSF assesses its unasserted asbestos liability exposure on an annual basis during the third quarter. BNSF 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.

Key elements of the assessment include:

• Because BNSF did not have detailed employment records in order to compute the population of potentially exposed employees, it computed an estimate using Company employee data from 1970 forward and estimated the BNSF employee base from 1938-1969 using railroad industry historical census data and estimating BNSF’s representation in the total railroad population.

• The projected incidence of disease was estimated based on epidemiological studies using employees’ age, duration and intensity of exposure while employed.

• An estimate of the future anticipated claims filing rate by type of disease (non-malignant, cancer and mesothelioma) was computed using the Company’s average historical claim filing rates observed in 2009-2012.

• An estimate of the future anticipated dismissal rate by type of claim was computed using the Company’s historical average dismissal rates observed in 2010-2012.

• An estimate of the future anticipated settlement by type of disease was computed using the Company’s historical average of dollars paid per claim for pending and future claims using the average settlement by type of incidence observed during 2010-2012.

From these assumptions, BNSF projected the incidence of each type of disease to the estimated population to arrive at an estimate of the total number of employees that could potentially assert a claim. Historical claim filing rates were applied for each type of disease to the total number of employees that could potentially assert a claim to determine the total number of anticipated claim filings by disease type. Historical dismissal rates, which represent claims that are closed without payment, were then applied to calculate the number of future claims by disease type that would likely require payment by the Company. Finally, the number of such claims was multiplied by the average settlement value to estimate BNSF’s future liability for unasserted asbestos claims.

The most sensitive assumptions for this accrual are the estimated future filing rates and estimated average claim values. Asbestos claim filings are typically sporadic and may include large batches of claims solicited by law firms. To reflect these factors, BNSF used a multi-year calibration period (i.e., average historical filing rates observed in 2009-2012) because it believed it would be most representative of its future claim experience. In addition, for non-malignant claims, the number of future claims to be filed against BNSF declines at a rate consistent with both mortality and age as there is a decreasing propensity to file a claim as the population ages. BNSF believes the average claim values by type of disease from the historical period 2010-2012 are most representative of future claim values. Non-malignant claims, which represent approximately 90 percent of the total number and 65 percent of the cost of estimated future asbestos claims, were priced by age of the projected claimants. Historically, the ultimate settlement value of these types of claims is most sensitive to the age of the claimant.

During the third quarters of 2013, 2012 and 2011, the Company analyzed recent filing and payment trends to ensure the assumptions used by BNSF to estimate its future asbestos liability were reasonable. In 2013 and 2011, management determined that the liability remained appropriate and no change was recorded. In 2012, management recorded a decrease in expense of $15 million due primarily to favorable settlements. The Company plans to update its study again in the third quarter of 2014.

Throughout the year, BNSF 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’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 specific data that was the basis for the study. BNSF projects that approximately 60, 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 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 has not experienced any significant adverse trends related to these types of claims in recent years.

Key elements of the actuarial assessment include:

• Size and demographics (employee age and craft) of the workforce.

• Activity levels (manhours by employee craft and carloadings).

• Expected claim frequency rates by type of claim (employee FELA or third-party liability) based on historical claim frequency trends.

• Expected dismissal rates by type of claim based on historical dismissal rates.

• Expected average paid amounts by type of claim for open and incurred but not reported claims that eventually close with payment.

From these assumptions, BNSF estimates the number of open claims by accident year that will likely require payment by the Company. The projected number of open claims by accident year that will require payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF’s estimated liability for all asserted claims. Additionally, BNSF estimates the number of its incurred but not reported claims that will likely result in payment based upon historical emergence patterns by type of claim. The estimated number of projected claims by accident year requiring payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF’s estimated liability for incurred but not reported claims.

BNSF 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):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	462		$	540		$	575
Accruals	21			58			77
Payments	(96		)	(136		)	(112		)
Ending balance	$	387		$	462		$	540

At December 31, 2013 and 2012, $85 million and $105 million were included in current liabilities, respectively. In addition, 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 $340 million to $455 million. However, BNSF believes that the $387 million recorded at December 31, 2013, is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

The amounts recorded by BNSF 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 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

The Company has a consolidated, wholly-owned subsidiary, Burlington Northern Santa Fe Insurance Company, Ltd. (BNSF IC) that provides 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. BNSF IC has entered into annual reinsurance treaty agreements with several other companies. The treaty agreements insure workers compensation, general liability, auto liability and FELA risk. In accordance with the agreements, BNSF IC cedes a portion of its FELA exposure through the treaty and assumes a proportionate share of the entire risk. Each year BNSF IC reviews the objectives and performance of the treaty to determine its continued participation in the treaty. The treaty agreements provide for certain protections against the risk of treaty participants’ non-performance. On an on-going basis, BNSF and/or the treaty manager reviews the credit-worthiness of each of the participants. BNSF does not believe its exposure to treaty participants’ non-performance is material at this time. BNSF IC typically invests in time deposits and money market accounts. At December 31, 2013, there was approximately $480 million related to these third-party investments, which were classified as cash and cash equivalents on the Company’s Consolidated Balance Sheet, as compared with approximately $485 million at December 31, 2012.

Environmental

The Company’s operations, as well as those of its competitors, are subject to extensive federal, state and local environmental regulation. BNSF’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’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 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 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 may be considered a PRP under certain other laws. Accordingly, under CERCLA and other federal and state statutes, BNSF may be held jointly and severally liable for all environmental costs associated with a particular site. If there are other PRPs, BNSF 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 is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for 244 sites, including 16 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’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 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 workplans 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. The most significant assumptions are the possible remediation workplans and estimates of the costs and likelihood of each possible outcome for the larger 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 property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF 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’s recorded liability for third-party tort claims as of both December 31, 2013 and 2012, was $13 million.

On a quarterly basis, BNSF 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 PRP's 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):

	Year Ended			Year Ended			Year Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Beginning balance	$	458		$	570		$	578
Accruals	19			(17		)	43
Payments	(42		)	(95		)	(51		)
Ending balance	$	435		$	458		$	570

At December 31, 2013 and 2012, $60 million and $65 million, respectively, was included in current liabilities.

During the third quarters of 2013, 2012 and 2011, the Company analyzed recent data and trends to ensure the assumptions used by BNSF to estimate its future environmental liability were reasonable. As a result of this study, in the third quarters of 2013, 2012 and 2011, management recorded additional expense of $12 million, $3 million and $29 million as of the respective June 30 measurement dates. The Company plans to update its study again in the third quarter of 2014.

In 2012, settlements with various parties resulted in reductions in expense of approximately $30 million.

BNSF’s environmental liabilities are not discounted. BNSF anticipates that the majority of the accrued costs at December 31, 2013, will be paid over the next ten years, and no individual site is considered to be material.

Liabilities recorded for environmental costs represent BNSF’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’s best estimate of all probable costs, without reduction for anticipated recoveries from third parties, BNSF’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 $330 million to $600 million. However, BNSF believes that the $435 million recorded at December 31, 2013, 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 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 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 a few proceedings 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 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.