Deal Description: On March 29, 2021, Burlington Northern Santa Fe, LLC (the “Company”) priced a public offering of $925 million aggregate principal amount of its 3.300% Debentures due September 15, 2051.

The Company intends to use the net proceeds from the offering for general corporate purposes. The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

Burlington Northern Santa Fe, LLC is engaged primarily in freight railroad transportation through its principal operating subsidiary, BNSF Railway Company. BNSF Railway Company operates one of the largest railroad networks in North America with approximately 32,500 route miles of track in 28 states and three Canadian provinces. In particular, BNSF Railway Company serves major cities and ports in the western and southern United States, Canadian and Mexican traffic and important gateways to the eastern United States. Burlington Northern Santa Fe, LLC is a wholly owned subsidiary of Berkshire Hathaway Inc.

Issuer: Burlington Northern Santa Fe, LLC

Outside Counsel to the Initial Purchasers: Baker Botts L.L.P.

Baker Botts Lawyers/Office Involved:

• Corporate: Carina Antweil (Partner, Houston); Lakshmi Ramanathan (Senior Associate, Houston); Garrett Hughey (Associate, Houston); Malakeh Hijazi (Associate, Houston)
• Tax: Jon Lobb (Partner, Houston); David Morris (Special Counsel, Palo Alto)
• Environmental: Scott Janoe (Partner, Houston); Laura Williams (Associate, Houston)

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