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, ~~2015~~2016

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

FOR THE TRANSITION PERIOD FROM ___________TO ___________

COMMISSION FILE NUMBER: 1-6324

(Exact name of registrant as specified in its charter)



BNSF Railway Company
State of Organization Delaware	I.R.S. Employer Identification No. 41-6034000
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: The securities below are registered on the New York Stock Exchange
Title of each class
Burlington Northern Inc. (Now BNSF Railway Company) Consolidated Mortgage Bonds 6.55%, Series K, due 2020 3.80%, Series L, due 2020 3.20%, Series M, due 2045 8.15%, Series N, due 2020 6.55%, Series O, due 2020 8.15%, Series P, due 2020	Northern Pacific Railway Company General Lien Railway and Land Grant 3% Bonds, due 2047

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes [ ] No [x]
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]
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
1,000 shares of Outstanding Common Stock, $1.00 par value, as of February 26, 2016
1,000 shares of Outstanding Common Stock, $1.00 par value, as of February 24, 2017
*BNSF Railway Company is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC; as a result, there is no market data with respect to registrant's shares.

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.

Table of Contents

Part I	Item 1.	Business	1
	Item 1A.	Risk Factors	2
	Item 1B.	Unresolved Staff Comments	5
	Item 2.	Properties	6
	Item 3.	Legal Proceedings	8
	Item 4.	Mine Safety Disclosures	9
Part II	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities	10
	Item 7.	Management’s Narrative Analysis of Results of Operations	10
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
	Item 8.	Financial Statements and Supplementary Data	15
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	4849
	Item 9A.	Controls and Procedures	4849
	Item 9B.	Other Information	4849
Part III	Item 14.	Principal Accountant Fees and Services	4950
Part IV	Item 15.	Exhibits and Financial Statement Schedules	5051
	Signatures		S-1
	Exhibit Index		E-1

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Part I

Item 1. Business

BNSF Railway Company (BNSF Railway, Registrant or Company), formerly known as The Burlington Northern and Santa Fe Railway Company and prior to that, Burlington Northern Railroad Company (BNRR) was incorporated in the State of Delaware on January 13, 1961. BNSF Railway is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC, successor company to Burlington Northern Santa Fe Corporation.

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 Railway operates one of the largest railroad systems in North America. At December 31, ~~2015~~2016, BNSF Railway had approximately 4441,000 employees.

BNSF Railway’s internet address is www.bnsf.com. Through this internet website (under the “About BNSF/Financial Information” link), BNSF Railway 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 Railway 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, along with other information about our business, is also made available on the Company’s website. BNSF Railway intends to disclose any amendments to the Code of Conduct or any waiver from a provision of the Code of Conduct on its website.

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

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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~~greenhouse ~~dioxide~~gas 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 (STB) 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. Changes in tax rates, enactment of new tax laws and amendments to existing tax regulations could have a material adverse impact on the Company’s operating results, financial condition or liquidity.

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 and amended in 2015 mandates the implementation of positive train control technology by December 31, 2018, on certain mainline track where intercity and commuter passenger railroads operate and where toxic-by-inhalation (TIH) hazardous materials are transported. Further, federal regulations promulgated in 2015 mandate the implementation of electronically controlled pneumatic braking systems on certain crude oil trains by 2021 and all high-hazard flammable trains, as defined by the Pipeline and Hazardous Materials Safety Administration and the Federal Railroad Administration, by 2023. These types of technology require further testing and deploying them across BNSF Railway’s system and other railroads may pose significant operating and implementation risks and require 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 and operating restrictions.

BNSF Railway frequently transports chemicals and other hazardous materials and 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 and restoration 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. Regulatory imposition of routing or speed or other restrictions on the transportation of such products could adversely affect train velocity and network fluidity and adversely affect the Company's results of operations, financial condition or liquidity.

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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. 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 or trade policy could also have an adverse effect on the Company’s volumes and revenues. Further, low natural gas or oil prices could impact future energy-related commodities demand.

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 or 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 afrom ~~few~~time to time may include proceedings that have been certified as 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 or 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~~greenhouse ~~dioxide~~gas 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, special interest opposition 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 alleged damages to natural resources or 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.

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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 the acquisition of 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.

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 recover a significant portion of these higher fuel costs. However, to the extent that the Company is unable to recover these costs, 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 or if they are unable to meet regulatory specifications, 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, the potential effects of which could 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, climate change 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.

Significant unexpected increases in demand for the Company’s services may adversely affect service levels and operational efficiency.

If increases in demand for the Company’s services significantly exceed expectations, including in a particular geographical region, the Company may experience network difficulties including congestion or reduced velocity, negatively impacting the level of service provided. Although investments to add capacity continue to be made to meet future anticipated demand, delays in permitting may delay implementation of these capacity improvements. This may impact operational efficiency and could adversely affect the Company’s results of operations, financial condition or liquidity.

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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 and 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 of or a 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, systems testing, protection and monitoring, 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.

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.

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Item 2. Properties

Track Configuration

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

As of December 31, ~~2015~~2016, the total BNSF Railway system, including single and multiple main tracks, yard tracks and sidings, consisted of over 50,000 operated miles of track, all of which are owned by or held under easement by BNSF Railway except for over 10,000 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~~such ~~containers,~~as ~~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 25 intermodal hubs located across the system.

As of December 31, ~~2015~~2016, BNSF Railway owned or held under non-cancelable leases exceeding one year approximately 8,000 locomotives and 7772,000 freight cars, in addition to maintenance of way and other equipment.

In the ordinary course of business, BNSF Railway incurs significant costs in repairing and maintaining its properties. In ~~2015~~2016, BNSF Railway recorded approximately $2 billion in repairs and maintenance expense in the Consolidated Statements of Income.

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Business Mix

In serving the Midwest, Pacific Northwest, Western, Southwestern and Southeastern regions and ports of the country, BNSF Railway transports, through one operating transportation services segment, a range of products and commodities derived from the 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 Railway’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 Railway 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 Railway efficiently serves many smaller markets by working closely with approximately 200 shortline ~~partners~~railroads. BNSF Railway 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~~35 31 percent of freight revenues for the 12 months ended December 31, ~~2015~~2016, 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~~25 27 percent of freight revenues for the 12 months ended December 31, ~~2015~~2016, and consisted of the following five business areas: Construction Products, Petroleum Products, Building Products, Chemicals and Plastics Products and Food and Beverages.

~~Coal~~Agricultural Products:

The transportation of ~~coal~~Agricultural ~~contributed~~Products ~~approximately~~provided 22 percent of freight revenues for the 12 months ended December 31, ~~2015~~2016. These products include corn, ~~with~~wheat, ~~more~~soybeans, ~~than~~ethanol, 90fertilizer, ~~percent~~bulk offoods, ~~all~~feeds, ~~BNSF~~oil ~~Railway’s~~seeds ~~coal~~and ~~tons~~meals, ~~originating~~milo, ~~from~~oils, ~~the~~barley, ~~Powder~~oats ~~River~~and ~~Basin~~rye, offlour ~~Wyoming~~and mill products, specialty grains and ~~Montana~~malt.

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~~Agricultural Products~~Coal:

The transportation of ~~Agricultural~~coal ~~Products~~contributed ~~provided~~18 ~~approximately 20~~ percent of freight revenues for the 12 months ended December 31, ~~2015. These products include corn~~2016, ~~wheat,~~with ~~soybeans,~~more ~~ethanol,~~than ~~fertilizer,~~90 ~~bulk~~percent ~~foods,~~of ~~feeds,~~all ~~oil~~BNSF ~~seeds~~Railway’s ~~and~~coal ~~meals,~~tons ~~milo,~~originating ~~oils,~~from ~~barley,~~the ~~oats~~Powder ~~and~~River ~~rye,~~Basin ~~flour~~of ~~and~~Wyoming ~~mill products, specialty grains~~ and ~~malt~~Montana.

Government Regulation and Legislation

BNSF Railway’s operations are subject to the regulatory jurisdiction of the 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 Railway’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 seek 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 ~~2015~~2016 was 4950.81 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 for 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. In September 2016, the District Court held a hearing to determine whether to certify a class, but no order has been issued. 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.

On ~~June~~March 215, ~~2012~~2015, ~~the~~a ~~District~~loaded ~~Court~~BNSF ~~certified~~Railway ~~the~~crude ~~class~~oil ~~sought~~train byderailed ~~the~~near ~~plaintiffs~~Galena, IL. ~~BNSF~~ ~~Railway~~Some ~~and~~of the ~~other~~derailed ~~three~~railcars ~~Class~~released Icrude ~~railroads~~oil ~~appealed~~in ~~the~~and ~~class~~around ~~certification~~a ~~decision~~wetland toand a number of the ~~U.S.~~derailed ~~Court~~cars ofcaught ~~Appeals~~fire at the derailment location. On ~~August~~June 930, ~~2013~~2015, the ~~U.S.~~Illinois ~~Court~~Attorney ofGeneral’s ~~Appeals~~office ~~vacated~~and the ~~District~~Illinois ~~Court's~~Environmental ~~class~~Protection ~~certification~~Agency ~~decision~~filed a complaint and ~~remanded~~an ~~the~~interim ~~case~~enforcement toorder ~~permit~~against BNSF Railway in the ~~District~~Circuit Court tofor ~~reconsider~~the ~~its~~Fifteenth ~~decision~~Judicial inCircuit, ~~light~~Jo ofDaviess ~~the~~County, ~~United~~Illinois, ~~States~~Chancery ~~Supreme~~Division, ~~Court~~with ~~case~~regard ofto ~~Comcast~~the ~~Corp.~~derailment v.and ~~Behrend.~~release ~~The~~of ~~Company~~crude ~~continues~~oil toseeking ~~believe~~injunctive ~~that~~relief ~~these~~and ~~claims~~damages ~~are~~in ~~without~~excess ~~merit~~of ~~and~~$100,000. ~~continues~~In toFebruary ~~defend~~2017, ~~against~~ the ~~allegations~~Court ~~vigorously.~~entered ~~The~~a ~~Company~~final ~~does~~order ~~not~~approving ~~believe~~a ~~that~~settlement ~~the~~pursuant ~~outcome~~to ofwhich ~~these~~BNSF ~~proceedings~~Railway will ~~have~~pay a ~~material~~penalty ~~effect~~of on$50,000 ~~its~~to ~~financial condition~~resolve, ~~results~~without ofadmission, ~~operations~~the orclaimed ~~liquidity~~violations.

On March 19, 2015, the Washington Utilities and Transportation Commission (UTC) published a staff investigative report and a complaint against BNSF Railway alleging under-reporting of 14 hazardous materials releases during the time period between November 1, 2014 and February 24, 2015. The UTC claimed that the alleged failures to report and associated releases resulted in 700 violations and $700,000 in fines. The relevant regulations allow for penalties of $1,000 per violation and each day that a party fails to report a release may constitute a separate violation. In December 2015, the UTC entered a final order approving a stipulation negotiated between BNSF Railway and UTC staff. Under the UTC’s final order, BNSF Railway paid a penalty of $71,400 to resolve, without admission, the claimed violations.

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~~The~~Information ~~U.S.~~concerning ~~Department~~certain ofpending ~~Justice~~tax-related ~~(DOJ)~~administrative ~~sent~~or aadjudicative ~~notice~~state toproceedings ~~BNSF~~or ~~Railway~~appeals onis ~~March~~incorporated ~~13,~~by ~~2015~~reference ~~alleging~~from ~~violations~~Note of4 ~~the Clean Water Act based on (i) four incidents that led~~ to ~~releases~~the ofConsolidated ~~fuel~~Financial ~~(and lube oil in one incident) from locomotives into water bodies within U.S. Environmental Protection Agency (EPA) Region 8~~Statements, and ~~(ii)~~information ~~claimed~~concerning ~~deficiencies~~other in four facility Spill Prevention Control and Countermeasure (SPCC) plans and two Facility Response Plans (FRP). BNSF Railway disputes many elements of the notice, and its assessment indicates that only two of the four releases impacted water bodies. On February 25, 2016, DOJ filed a civil complaint against BNSF Railway in the United States District Court for the District of Colorado asserting these claims~~. BNSF~~ ~~Railway, DOJ~~ and ~~EPA~~litigation ~~entered a proposed stipulation to resolve the claims upon BNSF Railway's payment of a $600,000 fine. The stipulation~~ is ~~pending the District Court's approval.~~

Onincorporated ~~March~~by 5,reference ~~2015,~~from aNote ~~loaded~~12 BNSF Railway crude oil train derailed near Galena, IL. Some of the derailed railcars released crude oil in and around a wetland and a number of the derailed cars caught fire at the derailment location. On June 30, 2015, the Illinois Attorney General’s office and the Illinois Environmental Protection Agency filed a complaint and an interim enforcement order against BNSF Railway with regard to the ~~derailment~~Consolidated ~~and~~Financial ~~release of crude oil~~Statements. The total penalties proposed under the complaint and interim enforcement order exceed $100,000, but the Company does not believe the penalties 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 4 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.

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Part II

Item 5. Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

BNSF Railway’s common stock is owned by BNSF and therefore is 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 BNSF Railway Company and its majority-owned subsidiaries (collectively BNSF Railway, Registrant or Company). The following narrative analysis should be read in conjunction with the Consolidated Financial Statements and the accompanying notes.

The following narrative analysis of results of operations includes a brief discussion of the factors that materially affected the Company’s operating results in the year ended December 31, ~~2015~~2016, and a comparative analysis of the year ended December 31, ~~2014~~2015.

Results of Operations

Revenues Summary

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

Revenues (in millions)

Cars / Units (in thousands)

Year Ended

December 31, 2015

December 31, 2014

December 31, 2015

December 31, 2014

December 31, 2016

December 31, 2015

December 31, 2016

December 31, 2015

Consumer Products

6,~~591~~534

76,~~048~~591

5,~~066~~118

5,~~040~~066

Industrial Products

54,~~552~~764

65,~~211~~552

1,~~873~~727

1,~~991~~873

Coal

4,625

4,980

2,286

2,270

Agricultural Products

4,240

4,234

1,110

1,044

Agricultural Products

4,234

4,162

1,044

974

Coal

3,383

4,625

1,803

2,286

Total freight revenues

2118,~~002~~921

2221,~~401~~002

109,~~269~~758

10,~~275~~269

Other revenues

~~399~~357

~~313~~399

Total operating revenues

2119,~~401~~278

2221,~~714~~401

	Average Revenue Per Car / Unit
	Year Ended		Year Ended
	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
Consumer Products	$	1,~~301~~277	$	1,~~398~~301
Industrial Products	2,~~964~~759		32,~~120~~964
Coal	2,023		2,194
Agricultural Products	3,820		4,056
Agricultural Products	4,056		4,273
Coal	1,876		2,023
Total freight revenues	$	21,~~045~~939	$	2,~~180~~045

Fuel Surcharges

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

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Fuel Surcharges

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

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

	Year Ended		Year Ended
	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
Total fuel expensea	$	21,~~656~~934	$	42,~~478~~656
BNSF Railway fuel surcharges	$	~~1,313~~580	$	21,~~913~~313

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

Year Ended December 31, ~~2015~~2016 vs. Year Ended December 31, ~~2014~~2015

Revenues

Revenues for the year ended December 31, ~~2015~~2016, were $2119,~~401~~278 million, a decrease of $12,~~313~~123 million, or 610 percent, as compared with the year ended December 31, ~~2014~~2015. The ~~decrease~~decline in ~~revenues~~revenue is primarily due to ~~the~~a ~~following~~5 ~~changes~~percent decline in ~~underlying~~unit ~~trends~~volume inand ~~freight~~lower fuel surcharge revenue driven primarily by lower fuel prices. The change in revenues is due to the following:

• Average revenue per car / unit decreased 65 percent primarily as a result of lower fuel surcharges ~~partially~~and ~~offset~~business bymix ~~increased rate per car / unit~~changes.

In• ~~addition~~Consumer toProducts avolumes ~~decrease~~increased inprimarily ~~average~~due ~~revenue~~to ~~per~~higher ~~car~~domestic /intermodal ~~unit,~~volumes and the ~~following~~addition ~~changes~~of ina ~~underlying~~new ~~trends~~automotive incustomer. The volume increase was partially offset by lower international intermodal volumes ~~also~~due ~~impacted~~to ~~the~~soft ~~change~~economic inactivity ~~revenues:~~and excess retail inventories.

• Industrial Products unit volumes decreased primarily due to lower ~~crude~~petroleum ~~oil~~products ~~prices~~due ~~impacting~~to ~~petroleum~~pipeline ~~products~~displacement ~~and~~of ~~frac~~U.S. ~~sand~~crude ~~demand~~traffic, along with lower U.S. production. In addition, there was ~~also~~ lower demand for steel and taconite, partially offset by increased plastics products volume.

• Agricultural Products unit volumes increased due to ~~increased~~higher ~~domestic~~corn, ~~grain~~soybean, ~~shipments~~ and ~~milo~~wheat exports.

• ~~Consumer~~Coal ~~Products~~volumes ~~and~~decreased ~~Coal~~due ~~volumes~~to ~~were~~lower ~~each~~demand updriven ~~less~~by ~~than~~reduced 1energy ~~percent~~consumption, coal unit retirements, high coal stockpiles, and low natural gas prices.

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Expense Table

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

	Year Ended			Year Ended
	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Compensation and benefits	$	4,~~994~~717		$	4,~~983~~994
Fuel	2,656			4,478
Depreciation and amortization	2,115			1,993
Purchased services	2,~~056~~037			2,~~167~~056
Depreciation and amortization	1,993			2,117
Fuel	1,934			2,656
Equipment rents	~~801~~766			~~867~~801
Materials and other	1,~~134~~072			1,~~108~~134
Total operating expenses	$	1312,~~634~~641		$	1513,~~720~~634
Interest expense	$	3550		$	4435
Interest income, related parties	$	(~~131~~197	)	$	(~~102~~131	)
Other expense, net	$	205		$	1120
Income tax expense	$	2,~~928~~519		$	2,~~644~~928

Expenses

Operating expenses for the year ended December 31, ~~2015~~2016, were $1312,~~634~~641 million, a decrease of $~~2,086~~993 million, or 137 percent, as compared with the year ended December 31, ~~2014~~2015. A significant portion of this decrease is due to the following changes in underlying trends in expenses~~, which includes increased costs in 2014 related to severe weather issues and service-related challenges~~:

• ~~Fuel~~Compensation ~~expense~~and benefits decreased due to lower ~~average~~headcount ~~fuel~~driven ~~prices,~~by ~~improved~~lower ~~efficiency~~volumes and ~~lower~~productivity ~~gross ton miles volume.~~improvements,

•partially ~~Purchased~~offset ~~services~~by ~~decreased primarily due to a favorable insurance recovery~~inflation.

• Depreciation and amortization expense ~~decreased~~increased ~~primarily~~ due to ~~internally~~increased ~~developed~~assets ~~software~~in ~~becoming~~service ~~fully~~reflecting ~~amortized~~our ~~during~~ongoing ~~the~~capital ~~first quarter of 2015. See Note 8 to the Consolidated Financial Statements for additional details.~~additions

~~• There were no significant changes in compensation~~ and ~~benefits,~~improvement ~~equipment rents and materials and other expense~~programs.

• ~~The~~Fuel ~~effective~~expense ~~tax~~decreased ~~rate~~primarily ~~was~~due ~~37.3~~to ~~percent~~lower ~~and~~average ~~37.6~~fuel ~~percent~~prices ~~for the years ended December 31, 2015~~ and ~~2014,~~lower ~~respectively~~volumes.


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


•	The effective tax rate was 37.2 percent and 37.3 percent for the years ended December 31, 2016 and 2015, respectively.

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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.” Important factors that could cause actual results to differ materially include, but are not limited to, the following:

• Economic and industry conditions: material adverse changes in economic or industry conditions, both in the United States and globally; volatility in the capital or credit markets including changes affecting the timely availability and cost of capital; changes in customer demand; effects of adverse economic conditions affecting shippers or BNSF Railway’s supplier base; effects due to more stringent regulatory policies such as the regulation of ~~carbon~~greenhouse ~~dioxide~~gas emissions that could reduce the demand for coal or governmental tariffs or subsidies that could affect the demand for grain; the impact of low natural gas or oil prices on energy-related commodities demand; changes in environmental laws and other laws and regulations that could affect the demand for drilling products and products produced by drilling; changes in ~~fuel~~ prices of fuel and other key materials;, the impact of high barriers to entry for prospective new suppliers and disruptions in supply chains for these materials; competition and consolidation within the transportation industry; and changes in crew availability, labor and benefits costs and labor difficulties, including stoppages affecting either BNSF Railway’s operations or customers’ abilities to deliver goods to BNSF Railway for shipment.

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

•

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 Railway’s technology network including computer systems and software, such as cybersecurity intrusions, misappropriation of assets or sensitive information, corruption of data or operational disruptions; network congestion, including effects of greater than anticipated demand for transportation services and equipment; as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of BNSF Railway’s or other railroads’ operating systems, structures, or equipment including the effects of acts of terrorism on the Company’s system or other railroads’ systems or other links in the transportation chain.

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

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Sensitivity

At December 31, ~~2015~~2016, BNSF Railway maintained fuel inventories for use in normal operations, which were not material to BNSF Railway’s overall financial position and, therefore, represent no significant market exposure. The frequency of BNSF Railway’s fuel inventory turnover also reduces market exposure, should fuel inventories become material to BNSF Railway’s overall financial position.

Interest Rate Sensitivity

At December 31, ~~2015~~2016, the fair value of BNSF Railway’s debt, excluding capital leases, was $1,~~145~~127 million.

The following table is an estimate of the impact to the fair value of total debt, excluding capital leases, that could result from hypothetical interest rate changes during the twelve-month period ending December 31, ~~2016~~2017, based on debt levels as of December 31, ~~2015~~2016:

Sensitivity Analysis
Hypothetical Changein Interest Rates			Change in Fair Value
			Total Debt
1-percent decrease			$9691 million increase
1-percent increase			$8682 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.

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Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements of BNSF Railway 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		16
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013		17
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014		17
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013		18
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014		18
Consolidated Balance Sheets as of December 31, 2015 and 2014		19
Consolidated Balance Sheets as of December 31, 2016 and 2015		19
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013		20
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014		20
Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013		21
Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014		21
Notes to Consolidated Financial Statements		22

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Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of BNSF Railway Company

We have audited the accompanying consolidated balance sheets of BNSF Railway Company and subsidiaries (the "Company") as of December 31, ~~2015~~2016 and ~~2014~~2015, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, ~~2015~~2016. 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 BNSF Railway Company and subsidiaries as of December 31, ~~2015~~2016 and ~~2014~~2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2015~~2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas

February 2624, ~~2016~~2017

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BNSF Railway Company and Subsidiaries

Consolidated Statements of Income

In millions

Year Ended

December 31, 2015

December 31, 2014

December 31, 2013

December 31, 2016

December 31, 2015

December 31, 2014

Revenues

2119,~~401~~278

2221,~~714~~401

2122,~~552~~714

Operating expenses:

Compensation and benefits

4,~~994~~717

4,~~983~~994

4,~~615~~983

Fuel

2,656

4,478

4,503

Depreciation and amortization

2,115

1,993

2,117

Purchased services

2,~~056~~037

2,~~167~~056

2,~~064~~167

Depreciation and amortization

1,993

2,117

1,968

Fuel

1,934

2,656

4,478

Equipment rents

~~801~~766

~~867~~801

~~822~~867

Materials and other

1,~~134~~072

1,~~108~~134

~~912~~1,108

Total operating expenses

1312,~~634~~641

1513,~~720~~634

1415,~~884~~720

Operating income

76,~~767~~637

67,~~994~~767

6,~~668~~994

Interest expense

3550

4435

5744

Interest income, related parties

(~~131~~197

)

(~~102~~131

)

(82102

)

Other expense, net

205

1120

1011

Income before income taxes

76,~~843~~779

7,~~041~~843

67,~~683~~041

Income tax expense

2,~~928~~519

2,~~644~~928

2,~~412~~644

Net income

4,~~915~~260

4,~~397~~915

4,~~271~~397

See accompanying Notes to Consolidated Financial Statements.

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BNSF Railway Company and Subsidiaries

Consolidated Statements of Comprehensive Income

In millions

	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
	December 31, 2016			December 31, 2015			December 31, 2014
Net income	$	4,~~915~~260		$	4,~~397~~915		$	4,~~271~~397
Other comprehensive income:
Change in Pension and Retiree Health and Welfare benefits, net of tax expense of $31 million, tax benefit of $156 million and tax expense of $305 million, respectively	50			(251		)	492
Change in Pension and Retiree Health and Welfare benefits, net of tax expense of $45 million, tax expense of $31 million and tax benefit of $156 million, respectively	72			50			(251		)
Change in accumulated other comprehensive income of equity method investees	—			4			(2		)
Change in accumulated other comprehensive income (loss) of equity method investees	(1		)	—			4
Other comprehensive income (loss), net of tax	5071			~~(247~~50		)	~~490~~(247		)
Total comprehensive income	$	4,~~965~~331		$	4,~~150~~965		$	4,~~761~~150

See accompanying Notes to Consolidated Financial Statements.

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BNSF Railway Company and Subsidiaries

Consolidated Balance Sheets

In millions

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	~~565~~570		$	~~585~~565
Accounts receivable, net	1,~~230~~508			1,~~350~~230
Materials and supplies	~~829~~825			~~795~~829
Current portion of deferred income taxes	~~245~~—			~~355~~245
Other current assets	~~256~~278			~~351~~256
Total current assets	3,~~125~~181			3,~~436~~125
Property and equipment, net of accumulated depreciation of $4,864 and $3,547, respectively	59,454			55,788
Property and equipment, net of accumulated depreciation of $6,124 and $4,864, respectively	61,213			59,454
Goodwill	14,803			14,803
Intangible assets, net	~~453~~423			~~506~~453
Other assets	2,~~057~~155			12,~~944~~057
Total assets	$	7981,~~892~~775		$	7679,~~477~~892
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable and other current liabilities	$	23,~~956~~492		$	32,~~144~~956
Long-term debt due within one year	~~214~~85			~~116~~214
Total current liabilities	3,~~170~~577			3,~~260~~170
Deferred income taxes	1920,~~217~~001			1819,~~156~~217
Long-term debt	1,~~569~~467			1,~~326~~569
Intangible liabilities, net	667			782
Casualty and environmental liabilities	584			609
Casualty and environmental liabilities	609			639
Intangible liabilities, net	567			667
Pension and retiree health and welfare liability	~~353~~321			~~385~~353
Other liabilities	~~978~~1,120			~~931~~978
Total liabilities	2627,~~563~~637			2526,~~479~~563
Commitments and contingencies (see Notes 11 and 12)
Stockholder’s equity:
Common stock, $1 par value, 1,000 shares authorized; issued and outstanding and paid-in-capital	42,920			42,920
Retained earnings	2227,~~958~~218			1822,~~043~~958
Intercompany notes receivable	(1216,~~597~~119		)	(912,~~963~~597		)
Accumulated other comprehensive income (loss)	48119			(248		)
Total stockholder’s equity	5354,~~329~~138			5053,~~998~~329
Total liabilities and stockholder’s equity	$	7981,~~892~~775		$	7679,~~477~~892

See accompanying Notes to Consolidated Financial Statements.

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BNSF Railway Company and Subsidiaries

Consolidated Statements of Cash Flows

In millions

	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
	December 31, 2016			December 31, 2015			December 31, 2014
Operating Activities
Net income	$	4,~~915~~260		$	4,~~397~~915		$	4,~~271~~397
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,~~993~~115			21,~~117~~993			12,~~968~~117
Deferred income taxes	~~1,139~~987			~~937~~1,139			~~553~~937
Long-term casualty and environmental liabilities, net	(35		)	(4335		)	(9843		)
Contributions to qualified pension plan	—			—			(25		)
Other, net	63			(22		)	(261		)
Other, net	(22		)	(261		)	(30		)
Changes in current assets and liabilities:
Accounts receivable, net	~~121~~(201		)	~~(86~~121		)	(~~119~~86		)
Materials and supplies	~~(34~~4		)	40(34		)	~~(35~~40		)
Other current assets	(4129		)	(404		)	(440		)
Accounts payable and other current liabilities	~~(89~~574		)	(5689		)	(~~276~~56		)
Net cash provided by operating activities	7,~~984~~638			7,~~005~~984			67,~~205~~005
Investing Activities
Capital expenditures excluding equipment	(43,~~398~~225		)	(34,~~734~~398		)	(23,~~975~~734		)
Acquisition of equipment	(~~1,226~~614		)	(1,~~509~~226		)	(~~943~~1,509		)
Purchases of investments and investments in time deposits	(~~151~~8		)	—(151		)	—
Proceeds from sales of investments and maturities of time deposits	27			—27			—
Partnership investment	~~(36~~—		)	—(36		)	—
Other, net	37(174		)	(237		)	57(2		)
Net cash used for investing activities	(53,~~747~~994		)	(5,~~245~~747		)	(35,~~861~~245		)
Financing Activities
Proceeds from issuance of long-term debt	~~500~~—			—500			—
Payments on long-term debt	(~~121~~117		)	(~~141~~121		)	(~~190~~141		)
Net increase in intercompany notes receivable classified as equity	(23,~~634~~522		)	(12,~~566~~634		)	(1,~~972~~566		)
Other, net	(2—		)	—(2		)	—
Net cash used for financing activities	(23,~~257~~639		)	(12,~~707~~257		)	(21,~~162~~707		)
Increase (decrease) in cash and cash equivalents	~~(20~~5		)	53(20		)	~~182~~53
Cash and cash equivalents:
Beginning of period	~~585~~565			~~532~~585			~~350~~532
End of period	$	~~565~~570		$	~~585~~565		$	~~532~~585
Supplemental Cash Flow Information
Interest paid, net of amounts capitalized	$	5260		$	5752		$	7657
Capital investments accrued but not yet paid	$	~~421~~305		$	~~293~~421		$	~~224~~293
Income taxes paid, net of refunds	$	1,~~447~~020		$	1,~~691~~447		$	21,~~485~~691

See accompanying Notes to Consolidated Financial Statements.

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BNSF Railway Company and Subsidiaries

Consolidated Statements of Changes in Stockholder’s Equity

In millions

	Common Stockand Paid-in-Capital		RetainedEarnings		IntercompanyNotesReceivable			Accumulated Other Comprehensive (Loss) Income			TotalStockholder’s Equity
Balance at December 31, 2012	$	42,920	$	9,375	$	(6,425	)	$	(245	)	$	45,625
Balance at December 31, 2013	$	42,920	$	13,646	$	(8,397	)	$	245		$	48,414
Comprehensive income, net of tax	—		4,271		—			490			4,761
Intercompany notes receivable	—		—		(1,972		)	—			(1,972		)
Balance at December 31, 2013	42,920		13,646		(8,397		)	245			48,414
Comprehensive income, net of tax	—		4,397		—			(247		)	4,150
Intercompany notes receivable	—		—		(1,566		)	—			(1,566		)
Balance at December 31, 2014	42,920		18,043		(9,963		)	(2		)	50,998
Comprehensive income, net of tax	—		4,915		—			50			4,965
Intercompany notes receivable	—		—		(2,634		)	—			(2,634		)
Balance at December 31, 2015	$42,920	~~42,920~~	$22,958	~~22,958~~	$(12,597	~~(12,597~~	)	$48	48		$53,329	~~53,329~~
Comprehensive income, net of tax	—		4,260		—			71			4,331
Intercompany notes receivable	—		—		(3,522		)	—			(3,522		)
Balance at December 31, 2016	$	42,920	$	27,218	$	(16,119	)	$	119		$	54,138

See accompanying Notes to Consolidated Financial Statements.

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BNSF Railway Company and Subsidiaries

Notes to Consolidated Financial Statements

1. The Company

BNSF Railway Company and its majority-owned subsidiaries, (collectively, BNSF Railway or Company) is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC (BNSF). BNSF Railway operates one of the largest railroad networks in North America. BNSF Railway operates approximately 32,500 route miles of track (excluding multiple main tracks, yard tracks and sidings) in 28 states and also operates in three 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, and Coal, derived from manufacturing, agricultural and natural resource industries, which constituted 3135 percent, 2725 percent, 22 percent, and 2018 percent, respectively, of total freight revenues for the year ended December 31, ~~2015~~2016.

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.

2. Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of 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 historical 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. Receivables are generally written off against allowances after all reasonable collection efforts are exhausted.

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.

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Investments in Equity and Fixed Maturity Securities

Investments in fixed maturity securities and equity securities are classified at the acquisition date and the classification is re-evaluated at each balance sheet date. Trading securities are investments acquired with the intent to sell in the near term and are carried at fair value. All investments currently held are classified as trading securities and gains or losses are recorded in income.

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~~using valuation models such as discounting projected future net cash flows and/or a multiple of earnings. 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 for further information related to goodwill and other intangible assets and liabilities.

Property and Equipment, Net

BNSF Railway’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 Railway develops a capital program for the replacement of assets and for the acquisition or construction of assets intended to enable BNSF Railway 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 Railway’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 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 Railway’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 Railway is not aware of any specific factors that would cause significant changes in average useful service lives.

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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~~or ~~PPI~~a ~~was~~unit ~~selected~~cost ~~because~~method. itThese methods closely ~~correlates~~correlate 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 Railway 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 significant in amount, and (iii) varies significantly from the retirement profile identified through BNSF Railway’s depreciation studies. During the three fiscal years presented, no material 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 Railway purchases an asset, all costs necessary to make the asset ready for its intended use are capitalized. BNSF Railway 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 project costs are then allocated to capital projects using this overhead application rate.

BNSF Railway 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~~assets 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~~assets 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 Railway utilizes the deferral method of accounting for leased locomotive overhauls, which includes the refurbishment of the engine and related components. Accordingly, BNSF Railway 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 Railway 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 Railway’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.

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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 Railway 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.

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.

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3. Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606). The guidance in ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. ASU 2014-09 applies to most contracts with customers. Insurance and leasing contracts are excluded from the scope. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identification of the contract, (b) identification of the performance obligation under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligation and (e) recognition of revenue as the identified performance obligation is satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 is effective for public companies in annual reporting periods beginning after December 15, ~~2016, including interim periods within that reporting period. In August 2015, the FASB deferred the effective date one year to the annual reporting periods beginning after December 15,~~ 2017. ~~Early~~ ~~adoption is permitted, but not before the original effective date (annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period).~~ ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company ~~does~~is ~~not~~still ~~expect~~evaluating the effect this standard towill have aon its Consolidated Financial Statements; however, it is not expected to be material. The ~~impact~~Company expects to use the ~~Consolidated~~modified ~~Financial~~retrospective ~~Statements.~~method when implementing this standard in first quarter 2018.

In ~~April~~November 2015, the FASB issued Accounting Standards Update No. 2015-0317 (ASU 2015-0317), ~~Interest~~Income -Taxes ~~Imputation of Interest~~ (~~Subtopic~~Topic ~~835-30~~740),: ~~Simplifying~~Balance ~~the~~Sheet ~~Presentation~~Classification of ~~Debt~~Deferred ~~Issuance Costs~~Taxes. ~~This~~ ~~standard~~ASU 2015-17 requires that ~~debt~~deferred ~~issuance~~tax ~~costs~~liabilities ~~related~~and toassets be classified as noncurrent in a ~~recognized~~classified ~~debt~~statement ~~liability~~of befinancial ~~presented~~position, inand eliminates the ~~balance~~current ~~sheet~~requirement asfor aorganizations ~~direct~~to ~~deduction~~present ~~from~~deferred ~~the~~tax ~~carrying~~liabilities ~~amount~~and ofassets ~~that~~as ~~debt~~current ~~liability,~~and ~~consistent~~noncurrent ~~with~~in ~~debt~~a ~~discounts~~classified balance sheet. BNSF Railway early adopted the provisions of this ASU during the ~~fourth~~first quarter of ~~2015~~2016 and applied it ~~retrospectively~~prospectively. ~~The~~ ~~adoption of~~ ASU 2015-0317 ~~resulted~~did innot ~~the~~have ~~presentation of $3 million of debt issuance costs as~~ a ~~reduction~~material ofimpact ~~Long-term~~to ~~debt~~the atCompany's ~~December~~consolidated 31financial position, ~~2015. There~~and ~~was~~had no ~~other~~ impact on ~~BNSF~~the ~~Railway~~Company's ~~Consolidated~~results ~~Financial~~of ~~Statements~~operations ~~from~~or ~~the~~cash ~~adoption of ASU 2015-03~~flows.

In ~~November~~February ~~2015~~2016, the FASB issued Accounting Standards Update No. ~~2015~~2016-1702 (ASU ~~2015~~2016-1702), ~~Income~~Leases ~~Taxes~~ (Topic ~~740~~842):. ~~Balance~~The ~~Sheet~~guidance ~~Classification~~in ~~of Deferred Taxes.~~ ASU ~~2015~~2016-1702 ~~requires~~supersedes ~~that~~the ~~deferred~~lease ~~tax~~recognition ~~liabilities~~requirements ~~and~~in ~~assets~~ASC beTopic ~~classified~~840, asLeases ~~noncurrent~~(FAS in13). aASU ~~classified~~2016-02 ~~statement~~requires ofan ~~financial~~entity ~~position,~~to ~~and~~recognize ~~eliminates~~assets ~~the~~and ~~current~~liabilities ~~requirement~~arising ~~for~~from ~~organizations~~a tolease ~~present~~for ~~deferred~~both ~~tax~~financing ~~liabilities~~ and ~~assets~~operating asleases, ~~current~~along ~~and~~with ~~noncurrent~~additional inqualitative aand ~~classified~~quantitative ~~balance sheet~~disclosures. ~~This~~ ~~standard~~ASU 2016-02 is effective for ~~financial statements issued for~~ fiscal years beginning after December 15, ~~2016~~2018, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted. ~~those~~At ~~fiscal~~December ~~years. Earlier~~31, ~~application~~2016, isBNSF ~~permitted~~Railway ~~for~~had ~~all~~long-term ~~entities~~operating asleases ofwith ~~the~~$3.4 ~~beginning~~billion of anremaining ~~interim~~minimum orlease ~~annual reporting period~~payments. ~~ASU~~This ~~2015-17~~new ~~may~~standard bewill ~~adopted~~require ~~prospectively~~the topresent ~~all~~value ~~deferred~~of ~~tax~~these ~~liabilities~~leases ~~and assets or retrospectively~~ to ~~all~~be ~~periods~~recorded ~~presented. Adoption~~in ofthe ~~this~~Consolidated ~~guidance~~Balance isSheets ~~not~~as ~~expected to have~~ a ~~material~~right ~~impact~~of touse ~~the~~asset ~~Company's~~and ~~financial~~lease ~~condition~~liability.

In ~~February~~March 2016, the FASB issued Accounting Standards Update No. 2016-0208 (ASU 2016-0208), ~~Leases~~Revenue ~~(Topic~~from ~~842).~~Contracts ~~The~~with ~~guidance~~Customers in(Topic ~~ASU~~606): ~~2016-02~~Principal ~~supersedes~~Versus ~~the~~Agent ~~lease~~Considerations ~~recognition~~(Reporting ~~requirements~~Revenue inGross ~~ASC~~Versus ~~Topic 840, Leases (FAS 13~~Net). ASU 2016-0208 ~~requires~~clarifies anthe ~~entity~~implementation toguidance ~~recognize~~on ~~assets~~principal ~~and~~versus ~~liabilities~~agent ~~arising~~considerations ~~from~~in athe ~~lease~~new ~~for~~revenue ~~both~~recognition ~~financing and operating leases~~standard, ~~along~~ASU ~~with~~2014-09. ~~additional~~The ~~qualitative~~effective date and ~~quantitative~~transition ~~disclosures.~~requirements for ASU 2016-0208 is ~~effective~~the ~~for~~same ~~fiscal~~as ~~years~~the ~~beginning~~effective ~~after~~date ~~December~~for ~~15,~~ASU ~~2018,~~2014-09 ~~with~~outlined ~~early adoption permitted~~above. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements.

In January 2017, the FASB issued Accounting Standard Update 2017-04 (ASU 2017-04), Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. With ASU 2017-04, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. ASU 2017-04 is not expected to have a material impact to the Company's consolidated financial position, results of operations or cash flows.

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4. Income Taxes

Income tax expense was as follows (in millions):

Year Ended

December 31, 2015

December 31, 2014

December 31, 2013

December 31, 2016

December 31, 2015

December 31, 2014

Current:

Federal

1,~~579~~360

1,~~488~~579

1,~~617~~488

State

~~210~~172

~~219~~210

~~242~~219

Total current

1,~~789~~532

1,~~707~~789

1,~~859~~707

Deferred:

Federal

~~1,089~~892

~~834~~1,089

~~593~~834

State

5095

~~103~~50

~~(40~~103

)

Total deferred

~~1,139~~987

~~937~~1,139

~~553~~937

Total

2,~~928~~519

2,~~644~~928

2,~~412~~644

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, 2015		December 31, 2014		December 31, 2013
	December 31, 2016		December 31, 2015		December 31, 2014
U.S. Federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	2.26		32.02		23.0
Other, net	(0.14	)	(0.41	)	(0.94	)
Effective tax rate	37.32	%	37.63	%	3637.16	%

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

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015
Deferred tax liabilities:
Property and equipment	$	(1920,~~687~~660	)	$	(1819,~~644~~687	)
Other	(~~362~~369		)	(~~383~~362		)
Total deferred tax liabilities	(2021,~~049~~029		)	(1920,~~027~~049		)
Deferred tax assets:
Compensation and benefits	~~327~~332			~~334~~327
Casualty and environmental	~~288~~237			~~301~~288
Pension and retiree health and welfare benefits	~~126~~89			~~202~~126
Intangible assets and liabilities	~~100~~72			~~133~~100
Long-term debt fair value adjustment under acquisition method accounting	178			2617
Other	~~219~~290			~~230~~219
Total deferred tax assets	1,~~077~~028			1,~~226~~077
Net deferred tax liability	$	(1820,~~972~~001	)	$	(1718,~~801~~972	)
Non-current deferred income tax liability	$	(1920,~~217~~001	)	$	(1819,~~156~~217	)
Current portion of deferred income taxes	~~245~~—			~~355~~245
Net deferred tax liability	$	(1820,~~972~~001	)	$	(1718,~~801~~972	)

BNSF Railway and BNSF are included in the consolidated U.S. federal income tax return of Berkshire. In accordance with the income tax allocation agreement between BNSF and BNSF Railway, BNSF Railway makes payments to or receives refunds from BNSF based on its separate consolidated tax liabilities.

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All U.S. federal income tax returns of BNSF Railway are closed for audit through the tax period ending February 12, 2010. BNSF Railway is currently under examination for the period February 13 - December 31, 2010 and years 2011, 2012 and 2013.

BNSF Railway 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, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, was $6962 million, $7869 million and $5678 million, respectively. The amount of unrecognized tax benefits at December 31, ~~2015~~2016 that would affect the Company’s effective tax rate if recognized was $3831 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, 2015			December 31, 2014			December 31, 2013
	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	7869		$	5678		$	4856
Additions for tax positions related to current year	74			167			16
Additions (reductions) for tax positions taken in prior years	(81		)	13(8		)	113
Additions (reductions) for tax positions as a result of:
Settlements	1			(1		)	(1		)
Lapse of statute of limitations	(911		)	(69		)	(106		)
Ending balance	$	6962		$	7869		$	5678

It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however, BNSF Railway 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 $5 million ~~and $8 million~~ for interest and penalties for the years ended December 31, ~~2015~~2016 and ~~2014, respectively~~2015. For the ~~years~~year ended December 31, ~~2015~~2016, ~~2014~~the incremental interest and ~~2013~~penalty expense recognized was less than $1 million. For the years ended December 31, 2015 and 2014, the Company recognized a reduction of approximately $4 million, and an increase of approximately $3 million ~~and a reduction of approximately $1 million~~ in interest and penalty expense, respectively.

5. 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, ~~2015~~2016 and ~~2014~~2015, $7387 million and $5573 million, respectively, of such allowances had been recorded.

At December 31, ~~2015~~2016 and ~~2014~~2015, $4886 million and $3348 million, respectively, of accounts receivable were greater than 90 days old.

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6. Investments

BNSF Railway holds investments which are classified as trading securities and included in Other Assets on the balance sheet. The following table summarizes the fair value of investments held as of December 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in millions):

	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
Debt securities	$	5747	$	—57
Equity securities	6360		—63
Total	$	~~120~~107	$	—120

As of the year-ended December 31, 2014, all investments were primarily held in cash and cash equivalents.

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

	December 31, 2015			December 31, 2014
	December 31, 2016			December 31, 2015			December 31, 2014
Gains	$	612		$	—6		$	—
Losses	(116		)	—(11		)	—
Net Loss	$	(5	)	$	—
Net Gain (Loss)	$	6		$	(5	)	$	—

7. Property and Equipment, Net

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

							2015
							2016
	December 31, 2015			December 31, 2014			Range ofEstimatedUseful Life
	December 31, 2016			December 31, 2015			Range ofEstimatedUseful Life
Land for transportation purposes	$	6,~~035~~061		$	56,~~980~~035		—
Track structure	2122,~~200~~287			1921,~~562~~200			15 – 50 years
Other roadway	2425,~~767~~990			2324,~~026~~767			7 – 100 years
Locomotives	78,~~794~~338			67,~~621~~794			7 – 35 years
Freight cars and other equipment	2,~~629~~755			2,~~350~~629			8 – 40 years
Computer hardware, software and other	~~862~~941			~~504~~862			6 – 9 years
Construction in progress	~~1,031~~965			1,~~292~~031			—
Total cost	6467,~~318~~337			5964,~~335~~318
Less accumulated depreciation and amortization	(46,~~864~~124		)	(34,~~547~~864		)
Property and equipment, net	$	5961,~~454~~213		$	5559,~~788~~454

The Consolidated Balance Sheets at December 31, ~~2015~~2016 and ~~2014~~2015, included $~~814~~738 million, net of $~~362~~333 million of amortization, and $~~854~~814 million, net of $~~374~~362 million of amortization, respectively, for property and equipment under capital leases, primarily for rolling stock.

The Company capitalized $3426 million, $3034 million and $2930 million of interest for the years ended December 31, ~~2015~~2016, ~~2014~~ 2015 and ~~2013~~2014, respectively.

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8. Goodwill and Other Intangible Assets and Liabilities

During the years ended December 31, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, no impairment losses related to goodwill were incurred. As of December 31, ~~2015~~2016 and ~~2014~~2015, there were no accumulated impairment losses related to goodwill. For both the years ended December 31, ~~2015~~2016 and ~~2014~~2015, the carrying values were $14,803 million and no additional goodwill was recognized.

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

As of December 31, 2015

As of December 31, 2014

As of December 31, 2016

As of December 31, 2015

Gross CarryingAmount

AccumulatedAmortization

Gross CarryingAmount

AccumulatedAmortization

Intangible assets

~~636~~637

~~183~~214

~~2,017~~636

~~1,511~~183

Intangible liabilities

1,403

~~736~~836

21,~~056~~403

~~1,274~~736

As of December 31, 2016 and 2015, intangible assets primarily consisted of franchise and customer assets. ~~At December 31, 2014, intangible assets also included internally developed software that became fully amortized in the first quarter of 2015.~~ 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, 2015		December 31, 2014
	December 31, 2016		December 31, 2015		December 31, 2014
Amortization of intangible assets	$	5431	$	~~306~~54	$	306
Amortization of intangible liabilities	$	~~115~~100	$	~~179~~115	$	179

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

	Amortization ofintangible assets		Amortization ofintangible liabilities
2016	$	31	$	101
2017	$	31	$	96
2018	$	31	$	90
2019	$	31	$	27
2020	$	31	$	26
2021	$	31	$	24

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. As of December 31, 2015 and 2014, the assets of the unconsolidated Partnership totaled approximately $315 million and $355 million, respectively. During the years ended December 31, 2015, 2014, and 2013, no impairment losses related to the low-income housing partnership were incurred. The Company does not provide financial support to the Partnership that it was not previously contractually obligated to provide.

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~~The Company has accounted for its investment in the Partnership using the effective yield method~~9. Other The risk of loss of the Company's investment in the Partnership is considered low as an affiliate of the general partner has provided certain guarantees of tax credits and minimum annual returns. For the years ended December 31, 2015 and 2014, the Company recognized a reduction to income tax expense of $29 million and $35 million, respectively. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information related to this Partnership (in millions):Assets

	Year Ended		Year Ended
	December 31, 2015		December 31, 2014
Unamortized investment balance classified as Other Assets	$	265	$	314
Remaining commitment classified as Other Liabilities	$	—	$	18
Maximum exposure to loss	$	265	$	314

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. The Company does not provide financial support to the Partnership that it was not previously contractually obligated to provide.

The Company has accounted for its investment in the Partnership using the effective yield method. The risk of loss of the Company's investment in the Partnership is considered low as an affiliate of the general partner has provided certain guarantees of tax credits and minimum annual returns. For the years ended December 31, 2016, 2015, and 2014, the Company recognized a reduction to income tax expense of $39 million, $29 million, and $35 million, respectively. The Company’s maximum exposure to loss related to the Partnership is the unamortized investment balance. The following table provides information related to this Partnership (in millions):



	Year Ended		Year Ended
	December 31, 2016		December 31, 2015
Unamortized investment balance classified as Other Assets	$	196	$	265
Maximum exposure to loss	$	196	$	265

Included within Other Assets are capitalized right to use fixed assets of $895 million and $838 million, and related accumulated amortization of $265 million and $245 million, for the years ended December 31, 2016 and 2015, respectively.

10. Accounts Payable and Other Current Liabilities

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

	December 31, 2015		December 31, 2014
	December 31, 2016		December 31, 2015
Compensation and benefits payable	$	770	$	788
Property and income tax liabilities	$	882	$	387
Property and income tax liabilities	387		330
Compensation and benefits payable	775		770
Capital expenditure estimated liabilities	317		195
Accounts payable	498		303
Accounts payable	303		352
Capital expenditure estimated liabilities	202		317
Customer incentives	~~135~~149		~~151~~135
Casualty and environmental liabilities	~~135~~125		~~140~~135
Rents and leases	~~111~~117		~~158~~111
Other	~~798~~744		~~1,030~~798
Total	$	23,~~956~~492	$	32,~~144~~956

11. Debt

Debt outstanding was as follows (in millions):

	December 31, 2015 a					December 31, 2014 a
Notes and debentures, due 2022	$	200		8.8	%	$	200		8.8	%
Equipment obligations, due 2016 to 2028	564			3.7		96			5.5
Capitalized lease obligations, due 2016 to 2029	660			6.1		745			6.1
Mortgage bonds, due 2020 to 2047	81			4.5		81			4.5
Financing obligations, due 2016 to 2028	237			6.3		251			6.3
Unamortized fair value adjustment under acquisition method accounting, discount and other, net	41					69
Total	1,783					1,442
Less current portion of long-term debt	(214		)	5.7	%	(116		)	5.9	%
Long-term debt	$	1,569				$	1,326

a Amounts represent debt outstanding and weighted average effective interest rates for 2015 and 2014, respectively. Maturities are as of December 31, 2015.

As of December 31, 2015, certain BNSF Railway properties and other assets were subject to liens securing $81 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 fair value of BNSF Railway’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 Railway for debt of the same remaining maturities (Level 2 inputs)11. ~~Capital leases have been excluded from the calculation of fair value for both 2015 and 2014.~~Debt

~~The~~Debt 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~~was ~~rate~~as ~~debt~~follows at(in ~~December 31, 2015.~~millions):

	December 31, 2015
	December 31, 2016 a						December 31, 2015 a
	Maturity Date
Notes and debentures, due 2022	$	200		8.8	%		$	200			8.8	%
	2016		2017	2018		2019		2020		Thereafter		Total Including Capital Leases	Total Excluding Capital Leases	a	Fair Value Excluding Leases
Equipment obligations, due 2017 to 2028	516			3.6			564				3.7
Fixed-rate debt (in millions)	$214		$84	$88		$85		$120		$1,192		$1,783	$1,092		$1,145
Capitalized lease obligations, due 2017 to 2029	512			6.1			660				6.1
Average interest rate	5.7%		5.5%	5.5%		5.5%		5.8%		5.5%		5.5%
Mortgage bonds, due 2020 to 2047	81			4.5			81				4.5
Financing obligations, due 2017 to 2028	226			6.3			237				6.3
Unamortized fair value adjustment under acquisition method accounting, discount and other, net	17						41
Total	1,552						1,783
Less current portion of long-term debt	(85		)	5.5	%		(214		)		5.7	%
Long-term debt	$	1,467					$	1,569

^a Amounts represent debt outstanding and weighted average effective interest rates for 2016 and 2015, respectively. Maturities are as of December 31, 2016.

As of December 31, 2016, certain BNSF Railway properties and other assets were subject to liens securing $81 million of mortgage debt. Certain locomotives and rolling stock of BNSF Railway were subject to equipment obligations and capital leases.

The fair value of BNSF Railway’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 Railway for debt of the same remaining maturities (Level 2 inputs). Capital leases have been excluded from the calculation of fair value for both 2016 and 2015.

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, 2016.



	December 31, 2016
	Maturity Date
	2017	2018	2019	2020	2021	Thereafter	Total Including Capital Leases	Total Excluding Capital Leases	^a	Fair Value Excluding Capital Leases
Fixed-rate debt (in millions)	$85	$89	$86	$120	$218	$954	$1,552	$1,024		$1,127
Average interest rate	5.5%	5.5%	5.5%	5.8%	6.2%	5.7%	5.5%

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

As of December 31, ~~2014~~2015, the fair value of fixed-rate debt excluding capital leases was $~~738~~1,145 million.

Equipment Obligation

In June 2015, BNSF Railway entered into a 13-year equipment obligation totaling $500 million at 3.442 percent.

Capital Leases

In 2016, additions to capital leases were not material. There were no additions to capital leases in 2015. In 2014 ~~and 2013~~, additions to capital leases were not material.

Guarantees

As of December 31, ~~2015~~2016, BNSF Railway has not been called upon to perform under the guarantees specifically disclosed in this footnote and does not anticipate a significant performance risk in the foreseeable future.

~~Debt~~ ~~and other obligations of non-consolidated entities guaranteed by the Company as of December 31, 2015, were as follows (dollars in millions):~~32

	Guarantees
	BNSFRailwayOwnership Percentage		PrincipalAmountGuaranteed			MaximumFuturePayments			MaximumRecourseAmount a			RemainingTerm(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	2	$	3	c

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Debt and other obligations of non-consolidated entities guaranteed by the Company as of December 31, 2016, were as follows (dollars in millions):



	Guarantees
	BNSF Railway 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	11	$	22	^c

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

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

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

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

Kinder Morgan Energy Partners, L.P.

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

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Chevron Phillips Chemical Company LP

~~In 2007,~~ BNSF Railway ~~entered~~has ~~into~~ an indemnity agreement with Chevron Phillips Chemical Company LP (Chevron Phillips), granting certain rights of indemnity from BNSF Railway, in order to facilitate access to a ~~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 Railway enters into agreements with third parties that include indemnification clauses. The Company believes that these clauses are generally customary for the types of agreements in which they are included. At times, these clauses may involve indemnification for the acts of the Company, its employees and agents, indemnification for another party’s acts, indemnification for future events, indemnification based upon a certain standard of performance, indemnification for liabilities arising out of the Company’s use of leased equipment or other property, or other types of indemnification. Despite the uncertainty whether events which would trigger the indemnification obligations would ever occur, the Company does not believe that these indemnity agreements will have a material adverse effect on the Company’s results of operations, financial position or liquidity. Additionally, the Company believes that, due to lack of historical payment experience, the fair value of indemnities cannot be estimated with any amount of certainty and that the fair value of any such amount would be immaterial to the Consolidated Financial Statements. Agreements that reflect unique circumstances, particularly agreements that contain guarantees that indemnify for another party’s acts, are disclosed separately, if appropriate. Unless separately disclosed above, no fair value liability related to indemnities has been recorded in the Consolidated Financial Statements.

Variable Interest Entities - Leases

BNSF Railway has entered into various ~~equipment~~ lease transactions in which the structure of the lease contains VIEs. These leases are primarily for equipment. These VIEs were created solely for the lease transactions and have no other activities, assets or liabilities outside of the lease transactions. In some of the arrangements, BNSF Railway has the option to purchase some or all of the ~~equipment~~leased assets at a fixed-price, thereby creating variable interests for BNSF Railway in the VIEs. The future minimum lease payments associated with the VIE leases were approximately $32 billion as of December 31, ~~2015~~2016. The future minimum lease payments are included in future operating lease payments disclosed in Note 12.

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

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

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

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

12. Commitments and Contingencies

Lease Commitments

BNSF Railway 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, ~~2015~~2016, are summarized as follows (in millions):

December 31,	Capital Leases			Operating Leases		a
2016	$	189		$	573
2017	$	77		$	519
2017	76			529
2018	74			475
2018	73			469
2019	71			446
2019	70			441
2020	69			449
2020	68			443
2021	200			374
Thereafter	~~361~~164			1,~~521~~154
Total	~~837~~655			$	3,~~976~~417
Less amount representing interest	(~~177~~143		)
Present value of minimum lease payments	$	~~660~~512

^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 $~~623~~595 million, $~~626~~623 million and $~~591~~626 million for the years ended December 31, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, 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 Railway has implemented a number of safety programs designed to reduce the number of personal injuries as well as the associated claims and personal injury expense.

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

Asbestos

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

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

Key elements of the assessment include:


•	Because BNSF Railway 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 Railway employee base from 1938-1969 using railroad industry historical census data and estimating BNSF Railway’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 2012-2015.


•	An estimate of the future anticipated dismissal rate by type of claim was computed using the Company’s historical average dismissal rates observed in 2011-2015.


•	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 2011-2015.

From these assumptions, BNSF Railway 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 Railway’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 Railway used a multi-year calibration period (i.e., average historical filing rates observed in 2012-2015) 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 Railway 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 Railway believes the average claim values by type of disease from the historical period 2011-2015 are most representative of future claim values. Non-malignant claims, which represent approximately 80 percent of the total number and 45 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 2015, 2014 and 2013, the Company analyzed recent filing and payment trends to ensure the assumptions used by BNSF Railway to estimate its future asbestos liability were reasonable. In 2015, management recorded an increase in expense of $5 million. In 2014, management recorded a decrease in expense of $2 million. In 2013, management determined that the liability remained appropriate and no change was recorded. The Company plans to update its study again in the third quarter of 2016.

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

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During the third quarters of 2016, 2015 and 2014, the Company analyzed recent filing and payment trends to ensure the assumptions used by BNSF Railway to estimate its future asbestos liability were reasonable. In 2016, management determined that the liability remained appropriate and no change was recorded. In 2015, management recorded an increase in expense of $5 million. In 2014, management recorded a decrease in expense of $2 million. The Company plans to update its study again in the third quarter of 2017.

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

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

Other Personal Injury

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

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 Railway 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 Railway’s estimated liability for all asserted claims. Additionally, BNSF Railway 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 Railway’s estimated liability for incurred but not reported claims.

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

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

	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
Beginning balance	$	375		$	387		$	462
Accruals	81			61			21
Payments	(81		)	(73		)	(96		)
Ending balance	$	375		$	375		$	387

At December 31, 2015 and 2014, $85 million and $80 million were included in current liabilities, respectively. Defense and processing costs, which are recorded on an as-reported basis, were not included in the recorded liability. The Company is primarily self-insured for personal injury claims.

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~~Because~~The offollowing ~~the~~table ~~uncertainty~~summarizes ~~surrounding~~ the ~~ultimate~~activity ~~outcome~~in ~~of personal injury claims, it is reasonably possible that future costs to settle personal injury claims may range from approximately $330 million to $445 million. However, BNSF Railway believes that~~ the ~~$375 million recorded at December 31, 2015, is the best estimate of the~~ Company’s ~~future~~accrued ~~obligation~~obligations for ~~the~~asbestos ~~settlement~~and ofother personal injury ~~claims.~~matters (in millions):



	Year Ended			Year Ended			Year Ended
	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	375		$	375		$	387
Accruals	80			81			61
Payments	(88		)	(81		)	(73		)
Ending balance	$	367		$	375		$	375

At December 31, 2016 and 2015, $85 million was included in current liabilities for both periods. 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 $325 million to $435 million. However, BNSF Railway believes that the $367 million recorded at December 31, 2016, is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

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

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

BNSF Insurance Company

Burlington Northern Santa Fe Insurance Company, Ltd. (~~BNSF IC~~BNSFIC), a wholly-owned subsidiary of BNSF, 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. During the years ended December 31, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, ~~BNSF~~BNSFIC IC wrote insurance coverage with premiums totaling $7370 million, $7973 million and $9679 million, respectively, for BNSF Railway, net of reimbursements from third parties. During this same time, BNSF Railway recognized $7570 million, $7975 million and $9879 million, respectively, in expense related to those premiums, which is classified as purchased services in the Consolidated Statements of Income. At December 31, ~~2015~~2016 and ~~2014~~2015, unamortized premiums remaining on the Consolidated Balance Sheet were $5 million ~~and~~for $7both ~~million, respectively~~periods. During the years ended December 31, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, ~~BNSF~~BNSFIC IC made claim payments totaling $~~214~~69 million, $98214 million and $~~127~~98 million, respectively, for settlement of covered claims. At December 31, ~~2015~~2016 and ~~2014~~2015, claims receivables from ~~BNSF~~BNSFIC IC were $153 million and $1015 million, respectively.

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Environmental

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

BNSF Railway is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for ~~223~~220 sites, including 18 Superfund sites, at which it is participating in the study or cleanup, or both, of alleged environmental contamination.

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

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BNSF Railway estimates the ultimate cost of cleanup efforts at its known environmental sites on an annual basis during the third quarter. Ultimate cost estimates for environmental sites are based on current estimated percentage to closure ratios, possible remediation work plans and estimates of the costs and likelihood of each possible outcome, historical payment patterns, and benchmark patterns developed from data accumulated from industry and public sources, including the Environmental Protection Agency and other governmental agencies. These factors incorporate into the estimates experience gained from cleanup efforts at other similar sites. The most significant assumptions are the possible remediation work plans 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 Railway property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF Railway continues to estimate third-party tort claims on a site by site basis when the liability for such claims is probable and reasonably estimable. BNSF Railway’s recorded liability for third-party tort claims as of December 31, ~~2015~~2016 and ~~2014~~2015 was $12 million ~~and~~for ~~$15~~both ~~million, respectively~~periods.

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

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

	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	~~404~~369		$	~~435~~404		$	~~458~~435
Accruals	45			134			1913
Payments	(3932		)	(4439		)	(4244		)
Ending balance	$	~~369~~342		$	~~404~~369		$	~~435~~404

At December 31, 2015 and 2014, $50 million and $60 million were included in current liabilities, respectively.

During the third quarters of 2015, 2014 and 2013, the Company analyzed recent data and trends to ensure the assumptions used by BNSF Railway to estimate its future environmental liability were reasonable. As a result of this study, in the third quarters of 2015, 2014 and 2013, management recorded additional expense of $7 million, $5 million and $12 million as of the respective June 30 measurement dates. The Company plans to update its study again in the third quarter of 2016.

BNSF Railway’s environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at December 31, 2015, will be paid over the next ten years, and no individual site is considered to be material.

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

Because of the uncertainty surrounding these factors, it is reasonably possible that future costs for environmental liabilities may range from approximately $285 million to $500 million. However, BNSF Railway believes that the $369 million recorded at December 31, 2015, is the best estimate of the Company’s future obligation for environmental costs.

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

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At December 31, 2016 and 2015, $40 million and $50 million were included in current liabilities, respectively.

During the third quarters of 2016, 2015 and 2014, the Company analyzed recent data and trends to ensure the assumptions used by BNSF Railway to estimate its future environmental liability were reasonable. As a result of this study, in the third quarters of 2016, 2015 and 2014, management recorded additional expense of $8 million, $7 million and $5 million as of the respective June 30 measurement dates. The Company plans to update its study again in the third quarter of 2017.

BNSF Railway’s environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at December 31, 2016, will be paid over the next ten years, and no individual site is considered to be material.

Because of the uncertainty surrounding these factors, it is reasonably possible that future costs for environmental liabilities may range from approximately $275 million to $480 million. However, BNSF Railway believes that the $342 million recorded at December 31, 2016, is the best estimate of the Company’s future obligation for environmental costs.

Other Claims and Litigation

In addition to asbestos, other personal injury and environmental matters discussed above, BNSF Railway and its subsidiaries are also parties to a number of other legal actions and claims, governmental proceedings and private civil suits arising in the ordinary course of business, including those related to disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for punitive as well as compensatory damages, and 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 Railway currently believes that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

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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 the Company. BNSF Railway 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 Railway 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 Railway 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 (benefit) cost for certain employee benefit plans were as follows (in millions):

	Pension Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
	December 31, 2016			December 31, 2015			December 31, 2014
Service cost	$	4846		$	3848		$	4738
Interest cost	9095			9590			8995
Expected return on plan assets	(~~138~~142		)	(~~134~~138		)	(~~124~~134		)
Amortization of prior service credits	(1		)	(1		)	—(1		)
Amortization of net loss	21			12			171
Settlements	(1		)	(1		)	(1		)
Net (benefit) cost recognized	$	—(2	)	$	(2—	)	$	28(2	)



	Retiree Health and Welfare Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2016			December 31, 2015			December 31, 2014
Service cost	$	1		$	1		$	1
Interest cost	10			10			11
Amortization of prior service credits	(2		)	(2		)	(2		)
Amortization of net loss	1			2			1
Net cost recognized	$	10		$	11		$	11

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	Retiree Health andWelfare Benefits
	Year Ended			Year Ended			Year Ended
	December 31, 2015			December 31, 2014			December 31, 2013
Service cost	$	1		$	1		$	1
Interest cost	10			11			12
Amortization of prior service credits	(2		)	(2		)	(1		)
Amortization of net loss	2			1			5
Net cost recognized	$	11		$	11		$	17

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, 2015			December 31, 2014
Projected benefit obligation at beginning of period	$	2,452		$	2,220
Service cost	48			38
Interest cost	90			95
Actuarial loss (gain)	(111		)	256
Benefits paid	(145		)	(141		)
Administrative expenses	(1		)	(1		)
Settlements	(13		)	(15		)
Projected benefit obligation at end of period	2,320			2,452
Component representing future salary increases	(146		)	(146		)
Accumulated benefit obligation at end of period	$	2,174		$	2,306

	Retiree Health and Welfare Benefits
Change in Benefit Obligation	December 31, 2015			December 31, 2014
Projected benefit obligation at beginning of period	$	280		$	272
Service cost	1			1
Interest cost	10			11
Plan participants’ contributions	5			6
Actuarial loss (gain)	(13		)	13
Benefits paid	(25		)	(23		)
Projected benefit obligation at end of period	$	258		$	280

BNSF’s pension plans had plan assets in excess of accumulated benefit obligations and projected benefit obligations in excess of plan assets at December 31, 2015 and December 31, 2014.

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	Pension Benefits
Change in Benefit Obligation	December 31, 2016			December 31, 2015
Projected benefit obligation at beginning of period	$	2,320		$	2,452
Service cost	46			48
Interest cost	95			90
Actuarial gain	(55		)	(111		)
Benefits paid	(143		)	(145		)
Administrative expenses	—			(1		)
Settlements	(16		)	(13		)
Projected benefit obligation at end of period	2,247			2,320
Component representing future salary increases	(102		)	(146		)
Accumulated benefit obligation at end of period	$	2,145		$	2,174



	Retiree Health and Welfare Benefits
Change in Benefit Obligation	December 31, 2016			December 31, 2015
Projected benefit obligation at beginning of period	$	258		$	280
Service cost	1			1
Interest cost	10			10
Plan participants’ contributions	5			5
Actuarial gain	(13		)	(13		)
Benefits paid	(24		)	(25		)
Projected benefit obligation at end of period	$	237		$	258

At December 31, 2016, BNSF’s pension plans had plan assets in excess of accumulated and projected benefit obligations. At December 31, 2015, BNSF's pension plans had plan assets in excess of accumulated benefit obligations and projected benefit obligations in excess of plan assets.

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

	Pension Benefits
Change in Plan Assets	December 31, ~~2015~~2016			December 31, ~~2014~~2015
Fair value of plan assets at beginning of period	$	2,~~342~~289		$	2,~~490~~342
Actual return on plan assets	95193			(395		)
Employer contributionsa	1110			1211
Benefits paid	(~~145~~143		)	(~~141~~145		)
Administrative expenses	(1—		)	(1		)
Settlements	(1316		)	(1513		)
Fair value of plan assets at measurement date	$	2,~~289~~333		$	2,~~342~~289

a Other than contributions to the BNSF Retirement Plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

	Retiree Health andWelfare Benefits
Change in Plan Assets	December 31, 2015			December 31, 2014
Fair value of plan assets at beginning of period	$	—		$	—
Employer contributionsa	20			17
Plan participants’ contributions	5			6
Benefits paid	(25		)	(23		)
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.

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	Retiree Health and Welfare Benefits
Change in Plan Assets	December 31, 2016			December 31, 2015
Fair value of plan assets at beginning of period	$	—		$	—
Employer contributions^a	19			20
Plan participants’ contributions	5			5
Benefits paid	(24		)	(25		)
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 andWelfare Benefits

December 31, 2015

December 31, 2014

December 31, 2015

December 31, 2014

December 31, 2016

December 31, 2015

December 31, 2016

December 31, 2015

Funded status (plan assets less projected benefit obligations)

~~(31~~86

)

(~~110~~31

)

(~~258~~237

)

(~~280~~258

)

Of the combined pension and retiree health and welfare benefits liability of $~~289~~151 million and $~~390~~289 million recognized as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively, $30 million was included in other current liabilities in both December 31, ~~2015~~2016 and ~~2014~~2015, and $93200 million and $2693 million were included in other assets at December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

Actuarial gains and losses and prior service credits are recognized in the Consolidated Balance Sheets through an adjustment to accumulated other comprehensive income / (loss) (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, ~~2015~~2016			December 31, ~~2014~~2015			December 31, ~~2013~~2014
Beginning balance	$	34102		$	~~427~~34		$	~~(330~~427	)
Amortization of net loss	21			12			171
Amortization of prior service credits	(1		)	(1		)	—(1		)
Prior service credits	—			—			7
Actuarial gain (loss)	106			68			(392		)
Actuarial (loss) gain	68			(392		)	734
Settlements	(1		)	(1		)	(1		)
Ending balance	$	~~102~~207		$	34102		$	~~427~~34



	Retiree Health and Welfare Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	(21	)	$	(34	)	$	(20	)
Amortization of net loss	1			2			1
Amortization of prior service credits	(2		)	(2		)	(2		)
Actuarial gain (loss)	13			13			(13		)
Ending balance	$	(9	)	$	(21	)	$	(34	)

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	Retiree Health andWelfare Benefits
	Year Ended			Year Ended			Year Ended
Change in AOCI	December 31, 2015			December 31, 2014			December 31, 2013
Beginning balance	$	(34	)	$	(20	)	$	(60	)
Amortization of net loss	2			1			5
Amortization of prior service credits	(2		)	(2		)	(1		)
Prior service credits	—			—			7
Actuarial (loss) gain	13			(13		)	29
Ending balance	$	(21	)	$	(34	)	$	(20	)

Less than $1 million, net of tax, of the actuarial losses and prior service credits from defined benefit pension plans in AOCI are required to be amortized into net periodic benefit cost over the next fiscal year. Approximately $1 million, net of tax, of the prior service credits and less than $1 million, net of tax, of the actuarial losses 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 andWelfare Benefits
	2015			2014			2015			2014
	2016			2015			2016			2015
Net gain (loss)	$	99206		$	2999		$	(2814	)	$	(4328	)
Prior service credits	54			65			75			97
Settlements	(23		)	(12		)	—			—
Pre-tax amount recognized in AOCI at December 31,	$	~~102~~207		$	34102		$	(219	)	$	(3421	)
After-tax amount recognized in AOCI at December 31,	$	63128		$	2163		$	(136	)	$	(2113	)

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, ~~2015~~2016		December 31, ~~2014~~2015		December 31, ~~2013~~2014
Discount rate	34.792	%	43.508	%	34.755	%
Expected long-term rate of return on plan assets	6.606	%	6.756	%	6.758	%
Rate of compensation increase	3.808	%	3.808	%	3.808	%

	Retiree Health and Welfare Benefits
	Year Ended		Year Ended		Year Ended
Assumptions Used to Determine Net Cost	December 31, ~~2015~~2016		December 31, ~~2014~~2015		December 31, ~~2013~~2014
Discount rate	34.691	%	43.507	%	34.755	%
Rate of compensation increase	3.808	%	3.808	%	3.808	%

	Pension Benefits				Retiree Health andWelfare Benefits
Assumptions Used to Determine Benefit Obligations	December 31, ~~2015~~2016		December 31, ~~2014~~2015		December 31, ~~2015~~2016		December 31, ~~2014~~2015
Discount rate	4.221	%	34.792	%	43.099	%	34.691	%
Rate of compensation increase	3.803	%	3.808	%	3.803	%	3.808	%

BNSF 42determined the discount rate based on a yield curve that utilized year-end market yields of high-quality corporate bonds to develop spot rates that are matched against the plans' expected benefit payments. The discount rate used for the 2017 calculation of net benefit cost decreased to 4.1 percent for pension and 3.9 percent for retiree health and welfare benefits, which reflects market conditions at the December 31, 2016 measurement date.

Various other assumptions including retirement and withdrawal rates, compensation increases, payment form and benefit commencement age are based upon a five-year experience study. In 2016, BNSF obtained an updated study which had an immaterial impact on its pension and retiree health and welfare projected benefit obligations.

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In 2015, BNSF ~~determined~~utilized the ~~discount~~Society ~~rate~~of ~~based~~Actuaries on(SOA) RP-2014 mortality tables with a ~~yield~~modified ~~curve~~improvement ~~that~~scale ~~utilized~~in the calculation of its year-end ~~market~~benefit ~~yields~~obligations. In of2016, ~~high-quality~~BNSF ~~corporate~~adopted ~~bonds~~actuary-produced tomortality ~~develop~~tables ~~spot~~and ~~rates~~an ~~that~~improvement ~~are~~scale ~~matched~~derived ~~against~~from the ~~plans'~~updated ~~expected~~tables ~~benefit~~in ~~payments.~~the ~~The~~calculation ~~discount~~of ~~rate~~its ~~used~~December ~~for~~31, ~~the~~ 2016 ~~calculation~~liabilities, ofas ~~net~~they ~~benefit~~represent ~~cost~~a ~~increased~~better toestimate ~~4.22~~of ~~percent~~mortality for ~~pension~~plan ~~and 4~~participants.09 The ~~percent~~change ~~for~~in ~~retiree~~mortality ~~health~~table ~~and~~assumption ~~welfare~~had ~~benefits,~~an ~~which~~immaterial ~~reflects~~impact ~~market~~on ~~conditions~~the atCompany's ~~the~~pension ~~December 31,~~and ~~2015,~~retiree ~~measurement~~health ~~date~~and welfare projected benefit obligations.

InPension ~~October~~plan ~~2014,~~assets are generally invested with the ~~Society~~long-term objective of ~~Actuaries~~earning ~~(SOA)~~sufficient ~~released~~amounts ~~the~~to ~~final~~cover ~~report~~expected benefit obligations, while assuming a prudent level of ~~the~~risk. ~~RP-2014~~Allocations ~~mortality~~may ~~tables,~~change ~~which~~as ~~BNSF~~a ~~utilized~~result inof 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. Actual experience will differ from the ~~calculation~~assumed rates. The expected rate of ~~its~~return ~~December~~on ~~31,~~plan ~~2015~~assets was 6.6 percent for 2016 and ~~2014~~will ~~liabilities~~be 6. 6 percent for 2017.

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. Actual experience will differ from the assumed rates. The expected rate of return on plan assets was 6.60 percent for 2015 and will be 6.63 percent for 2016.

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

million

increase

1—

~~million~~

~~increase~~decrease

50 basis point increase

million

decrease

1—

~~million~~

~~decrease~~increase

Hypothetical Rate of Returnon Plan Assets Change

Pension

50 basis point decrease

million

increase

50 basis point increase

million

decrease

The following table presents assumed health care cost trend rates:

	Year Ended		Year Ended		Year Ended
	December 31, 2015		December 31, 2014		December 31, 2013
	December 31, 2016		December 31, 2015		December 31, 2014
Assumed health care cost trend rate for next year (participants over 65)a	3.00	%	3.00	%	3.00	%
Assumed health care cost trend rate for next year (participants over 65)	3.0	%	3.0	%	3.0	%
Assumed health care cost trend rate for next year (participants under 65)	7.704	%	7.907	%	87.209	%
Rate to which health care cost trend rate for participants under 65 is expected to decline and remain	4.504	%	4.505	%	4.505	%
Year that the rate reaches the ultimate trend rate	~~2038~~2039		~~2028~~2038		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.

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	$	1917	$	(1615	)

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) 43Other fixed maturity securities and government obligations 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).

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(iiiii) ~~Corporate~~Investment ~~debt~~funds ~~securities,~~are ~~government~~valued ~~debt~~at ~~securities,~~the ~~and~~daily ~~collateralized~~net ~~obligations~~asset ~~and~~value ~~mortgage~~of ~~backed~~shares ~~securities~~held ~~are~~at ~~valued~~year ~~based~~end. onNet ~~institutional~~asset ~~bid~~value ~~evaluations~~is ~~from~~considered ~~contracted~~a ~~vendors.~~Level ~~Where~~1 ~~available,~~input ~~vendors~~if ~~use~~net ~~observable~~asset ~~market-based~~value ~~data~~is tocomputed ~~evaluate~~daily ~~prices~~and ~~(Level~~redemptions 2at ~~input).~~this ~~This~~value ~~also~~are ~~applies~~available to ~~U.S.~~all ~~Treasury~~shareholders ~~securities~~without ~~included~~restriction. inNet ~~cash~~asset ~~and~~value ~~cash~~is ~~equivalents.~~considered Ifa ~~observable~~Level ~~market-based~~2 ~~data~~input isif ~~not~~the ~~available,~~fund ~~unobservable~~may ~~inputs~~restrict ~~such~~share asredemptions ~~extrapolated~~under ~~data,~~limited ~~proprietary~~circumstances ~~models,~~or ~~and~~if ~~indicative~~net ~~quotes~~asset ~~are~~value ~~used~~is tonot ~~arrive~~computed atdaily. ~~estimated~~Net ~~prices~~asset ~~representing~~value ~~the~~is ~~price~~considered a ~~dealer~~Level ~~would~~3 ~~pay~~input ~~for~~if shares could not be redeemed on the ~~security~~reporting ~~(Level~~date 3and ~~input).~~net asset value cannot be corroborated by trading activity.

~~(iii)~~The ~~Registered~~following ~~investment~~table ~~companies~~summarizes ~~and common/collective trusts are valued at~~ the ~~daily~~investments ~~net asset value~~ of ~~shares~~BNSF’s ~~held~~funded atpension ~~year~~plans ~~end.~~as ~~Net~~of ~~asset~~December 31, ~~value~~2016, isbased 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~~inputs ~~date~~used ~~and~~to ~~net asset~~ value ~~can~~them ~~not~~(in ~~be corroborated by trading activity.~~millions):

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2015, based on the inputs used to value them (in millions):



	Total as of
Asset Category	December 31, 2016		Level 1 Inputs ^a		Level 2 Inputs ^a		Level 3 Inputs ^a
Cash and equivalents	$	1	$	1	$	—	$	—
Equity securities^b	2,139		2,139		—		—
Government obligations	164		—		164		—
Other fixed maturity securities	21		—		21		—
Investment funds and other	8		8		—		—
Total^c	$	2,333	$	2,148	$	185	$	—

	Total as of
Asset Category	December 31, 2015		Level 1Inputs a		Level 2Inputs a		Level 3Inputs a
Equity securities:b
U.S.	$	2,001	$	2,001	$	—	$	—
International	59		59		—		—
Corporate debt securities	28		—		28		—
Registered investment companies	19		19		—		—
U.S. government debt securities	12		—		12		—
Collateralized obligations and mortgage backed securities (MBS)	3		—		3		—
Cash and cash equivalents	167		3		164		—
Totalc	$	2,289	$	2,082	$	207	$	—

^aSee 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, ~~2015~~2016, ~~three~~four equity securities each exceeded 10 percent of total plan assets. These investments represent approximately 4756 percent of total plan assets.

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

Comparative Prior Year Information

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, ~~2014~~2015, based on the inputs used to value them (in millions):

	Total as of
Asset Category	December 31, ~~2014~~2015		Level 1Inputs a		Level 2Inputs a		Level 3Inputs a
Equity securities b
Cash and equivalents	$	167	$	3	$	164	$	—
U.S.	$	2,091	$	2,091	$	—	$	—
Equity securitiesb	2,060		2,060		—		—
International	77		77		—		—
Government obligations	12		—		12		—
Corporate debt securities	30		—		30		—
Other fixed maturity securities	31		—		31		—
Registered investment companies	28		28		—		—
Investment funds and other	19		19		—		—
U.S. government debt securities	13		—		13		—
Total c	$	2,289	$	2,082	$	207	$	—
Collateralized obligations and mortgage backed securities (MBS)	6		—		6		—
Cash and cash equivalents	97		—		97		—
Total c	$	2,342	$	2,196	$	146	$	—

^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, ~~2014~~2015, three equity securities each exceeded 10 percent of total plan assets. These investments represented approximately 4347 percent of total plan assets.

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

The 44Company is not required to make contributions to its funded pension plans in 2017. The Company expects to make benefit payments in 2017 of $11 million from its unfunded non-qualified pension plan.

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The Company is not required to make contributions to its funded pension plans in 2016. The Company expects to make benefit payments in 2016 of $10 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	ExpectedPensionPlan BenefitPayments		a	Expected Retiree Health and WelfarePayments
2016	$	168		$	21
2017	$	166		$	19
2017	$	156		$	20
2018	$	153		$	18
2018	$	155		$	20
2019	$	152		$	18
2019	$	153		$	19
2020	$	151		$	17
2020	$	151		$	18
2021	$	145		$	16
2021-2025	$	693		$	81
2022-2026	$	661		$	73

^aPrimarily 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 and BNSF Railway sponsor qualified 401(k) plans that cover substantially all employees and a non-qualified defined contribution plan that covers certain officers and other employees. The Company matched 75 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. Employer contributions are subject to a five-year length of service vesting schedule. The Company’s 401(k) matching expense was $33 million during the years ended December 31, ~~$35~~2016 ~~million~~and 2015 and $3435 million during the ~~years~~year ended December 31, ~~2015,~~ 2014 ~~and 2013, respectively~~.

Other

Under collective bargaining agreements, BNSF Railway 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 $5861 million, $6558 million and $65 million during the years ended December 31, ~~2015~~2016, ~~2014~~2015 and ~~2013~~2014, respectively. The average number of employees covered under these plans were 4036 thousand, 40during ~~thousand~~the year ended December 31, 2016, and 3740 thousand during the years ended December 31, 2015, ~~2014~~ and ~~2013, respectively~~2014.

~~14.~~ ~~Related Party Transactions~~46

BNSF Railway is involved with BNSF and certain of its subsidiaries in related party transactions in the ordinary course of business, which include payments made on each other’s behalf and performance of services. Under the terms of a tax allocation agreement with BNSF, BNSF Railway made federal and state income tax payments, net of refunds, of $1,430 million, $1,645 million and $2,455 million during the years ended December 31, 2015, 2014 and 2013, respectively, which are reflected in changes in working capital in the Consolidated Statement of Cash Flows.

At December 31, 2015 and 2014, BNSF Railway had $116 million and $44 million, respectively, of intercompany receivables which are reflected in accounts receivable in the respective Consolidated Balance Sheets. At December 31, 2015 and 2014, BNSF Railway had $19 million and $23 million of intercompany payables, which are reflected in accounts payable in the respective Consolidated Balance Sheets. Net intercompany balances are settled in the ordinary course of business.

At December 31, 2015 and 2014, BNSF Railway had $12,597 million and $9,963 million, respectively, of intercompany notes receivable from BNSF. During the years ended December 31, 2015, 2014 and 2013, loans to BNSF were $3,191 million, $2,806 million and $2,781 million, respectively, partially offset by repayments received of $557 million, $1,240 million and $809 million, respectively. All intercompany notes have a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. Interest is collected semi-annually on all intercompany notes receivable. Interest income from intercompany notes receivable is presented in interest income, related parties in the Consolidated Statements of Income.

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14. Related Party Transactions

BNSF Railway is involved with BNSF and certain of its subsidiaries in related party transactions in the ordinary course of business, which include payments made on each other’s behalf and performance of services. Under the terms of a tax allocation agreement with BNSF, BNSF Railway made federal and state income tax payments, net of refunds, of $996 million, $1,430 million and $1,645 million during the years ended December 31, 2016, 2015 and 2014, respectively, which are reflected in changes in working capital in the Consolidated Statement of Cash Flows. As of December 31, 2016 and 2015, BNSF Railway had a tax payable to BNSF of $482 million and $44 million, respectively.

At December 31, 2016 and 2015, BNSF Railway had $322 million and $116 million, respectively, of intercompany receivables which are reflected in accounts receivable in the respective Consolidated Balance Sheets. At December 31, 2016 and 2015, BNSF Railway had $16 million and $19 million of intercompany payables, which are reflected in accounts payable in the respective Consolidated Balance Sheets. Net intercompany balances are settled in the ordinary course of business.

At December 31, 2016 and 2015, BNSF Railway had $16,119 million and $12,597 million, respectively, of intercompany notes receivable from BNSF. During the years ended December 31, 2016, 2015 and 2014, loans to BNSF were $3,564 million, $3,191 million and $2,806 million, respectively, partially offset by repayments received of $42 million, $557 million and $1,240 million, respectively. All intercompany notes have a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. Interest is collected semi-annually on all intercompany notes receivable. Interest income from intercompany notes receivable is presented in interest income, related parties in the Consolidated Statements of Income.

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

Year Ended

December 31, 2015

December 31, 2014

December 31, 2013

December 31, 2016

December 31, 2015

December 31, 2014

Revenues

~~198~~164

~~175~~198

~~179~~175

Expenditures

~~367~~340

~~368~~367

~~318~~368

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15. Accumulated Other Comprehensive Income

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

The following tables provide the components of AOCI by component (in millions):

	Pension and Retiree Health and Welfare Benefit Itemsa			Equity Method Investments			Total
Balance at December 31, 2015	$	50		$	(2	)	$	48
Other comprehensive (loss) income before reclassifications	73			(1		)	72
Amounts reclassified from AOCI	(1		)	—			(1		)
Balance at December 31, 2016	$	122		$	(3	)	$	119
Balance at December 31, 2014	$	—		$	(2	)	$	(2	)
Other comprehensive income before reclassifications	50			—			50
Amounts reclassified from AOCI	—			—			—
Balance at December 31, 2015	$	50		$	(2	)	$	48
Balance at December 31, 2013	$	251		$	(6	)	$	245
Other comprehensive (loss) income before reclassifications	(250		)	4			(246		)
Amounts reclassified from AOCI	(1		)	—			(1		)
Balance at December 31, 2014	$	—		$	(2	)	$	(2	)

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

Reclassifications out of AOCIb
	Year Ended			Year Ended
Details about AOCI Components	December 31, ~~2015~~2016			December 31, ~~2014~~2015			Income Statement Line Item
Amortization of pension and retiree health and welfare benefit items
Actuarial losses	$	(41	)	$	(24	)	c
Prior service credits	3			3			c
	(1		)	1			Total before tax
	2			(1		)	Total before tax
	1			—			Tax (expense) / benefit
	(1		)	1			Tax (expense) / benefit
Total reclassifications for the period	$	—1		$	1—		Net of tax

^bAmounts in parenthesis indicate debits to the income statement.

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

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16. Quarterly Financial Data—Unaudited

Dollars in millions



2016	Fourth		Third		Second		First
Revenues	$	5,169	$	5,028	$	4,445	$	4,636
Operating income	$	1,791	$	1,847	$	1,483	$	1,516
Net income	$	1,175	$	1,178	$	944	$	963



2015	Fourth		Third		Second		First
Revenues	$	5,247	$	5,450	$	5,233	$	5,471
Operating income	$	1,956	$	2,087	$	1,724	$	2,000
Net income	$	1,245	$	1,317	$	1,091	$	1,262

2014	Fourth		Third		Second		First
Revenues	$	6,027	$	5,739	$	5,614	$	5,334
Operating income	$	2,092	$	1,869	$	1,673	$	1,360
Net income	$	1,322	$	1,181	$	1,046	$	848

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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, BNSF Railway’s principal executive officer and principal financial officer have concluded that BNSF Railway’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by BNSF Railway in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to BNSF Railway’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of BNSF Railway is responsible for establishing and maintaining adequate internal control over financial reporting. BNSF Railway’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of BNSF Railway’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 Railway’s internal control over financial reporting as of December 31, ~~2015~~2016. In making this assessment, management adopted and used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management concluded that as of December 31, ~~2015~~2016, BNSF Railway’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 on Form 10-K.

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 Railway's internal control over financial reporting that occurred during BNSF Railway’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, BNSF Railway's internal control over financial reporting.

Item 9B. Other Information

None.

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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 wholly-owned subsidiary, BNSF Railway, for services provided by Deloitte & Touche LLP, the independent registered public accounting firm, for the twelve months ended December 31, ~~2015~~2016 and ~~2014~~2015 (in thousands):

	2015		2014
	2016		2015
Audit fees	$	2,~~364~~422	$	2,~~217~~364
Audit-related fees	—		59—
Tax fees	—		—
All other fees	2224		1622
Total	$	2,~~386~~446	$	2,~~292~~386

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

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of BNSF's financial statements and are not reported above under "Audit Fees". No audit-related fees were billed in 2016 or 2015.

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 ~~2015~~2016 or ~~2014~~2015.

All Other Fees

All other fees consist of subscription-related fees.

Pre-Approval Policies and Procedures

Burlington Northern Santa Fe, LLC is an indirect, wholly-owned subsidiary of Berkshire Hathaway Inc. and does not have an audit committee. During ~~2015~~2016 and ~~2014~~2015, 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.

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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.

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Signatures

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

		BNSF Railway Company
		By:	/s/ Carl R. Ice
Dated:	February 2624, ~~2016~~2017		Carl R. IcePresident andChief 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 BNSF Railway Company and in the capacities and on the date indicated.

Signature Title /s/ Matthew K. Rose Executive Chairman and Director Matthew K. Rose /s/ Carl R. Ice President and Chief Executive Officer Carl R. Ice (Principal Executive Officer), and Director /s/ Julie A. Piggott Executive Vice President and Chief Financial Officer Julie A. Piggott (Principal Financial Officer), and Director /s/ Jon I. Stevens Vice President and Controller Jon I. Stevens (Principal Accounting Officer) /s/ Stevan B. Bobb Director Stevan B. Bobb /s/ ~~Gregory~~David CL. ~~Fox~~Freeman Director ~~Gregory~~David CL. ~~Fox~~Freeman /s/ Roger Nober Director Roger Nober

Dated: February 2624, ~~2016~~2017

S-1

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BNSF Railway Company and Subsidiaries

Exhibit Index

Exhibit Number and Description		Incorporated by Reference(if applicable)
		Form	File Date	File No.	Exhibit
3.1	Restated Certificate of Incorporation of BNSF Railway Company, dated January 17, 2005.	10-Q	7/26/2005	001-06324	3.1
3.2	By-Laws of BNSF Railway Company, as amended February 28, 2014.	10-K	3/2/2015	001-06324	3.1
12.1	Computation of Ratio of Earnings to Fixed Charges.*
24.1	Power of Attorney*
31.1	Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*
101	XBRL - Related Documents
	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 DocumentThe following financial information from BNSF Railway Company's Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL includes: (i) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Balance Sheets as of the December 31, 2015 and 2014, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013, and (vi) the Notes to the Consolidated Financial Statements. *
	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 DocumentThe following financial information from BNSF Railway Company's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL includes: (i) the Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iii) the Consolidated Balance Sheets as of the December 31, 2016 and 2015, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014, and (vi) the Notes to the Consolidated Financial Statements. *
	Certain instruments evidencing long-term indebtedness of BNSF Railway are not being filed as exhibits to this report because the total amount of securities authorized under any single instrument does not exceed 10% of BNSF Railway's total assets. BNSF Railway will furnish copies of any material instruments upon request of the Securities and Exchange Commission.

*Filed herewith

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