UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~September 30, 2025


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

FOR THE TRANSITION PERIOD FROM ___________TO __________

Commission file number 1-11535

BURLINGTON NORTHERN SANTA FE, LLC

(Exact name of registrant as specified in its charter)


Delaware						27-1754839
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2650 Lou Menk Drive

Fort Worth, Texas

(Address of principal executive offices)

76131-2830

(Zip Code)

(800) 795-2673

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
None	None	None
Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Membership Interest

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

☐

☒

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

Table of Contents

PART I	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements	3
Item 2.	Management’s Narrative Analysis of Results of Operations	1514
Item 4.	Controls and Procedures	1817
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	1918
Item 5.	Other Information	1918
Item 6.	Exhibits	2019
Signatures		S-1

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.Financial Statements

BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions)

(Unaudited)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Revenues

56,~~742~~010

5,~~739~~904

1117,~~435~~445

1117,~~399~~303

Operating expenses:

Compensation and benefits

1,~~372~~400

1,~~321~~407

24,~~759~~159

24,~~733~~140

Fuel

~~698~~772

~~822~~799

12,~~468~~240

12,~~676~~475

Depreciation and amortization

~~683~~687

~~666~~648

12,~~358~~045

1,~~327~~975

Purchased services

~~516~~552

~~508~~517

1,~~054~~606

1,~~011~~528

Equipment rents

~~171~~180

~~173~~185

~~353~~533

~~347~~532

Materials and other

~~289~~271

~~426~~293

~~610~~881

~~762~~1,055

Total operating expenses

3,~~729~~862

3,~~916~~849

711,~~602~~464

711,~~856~~705

Operating income

2,~~013~~148

12,~~823~~055

35,~~833~~981

35,~~543~~598

Interest expense

~~270~~279

~~267~~275

~~542~~821

~~532~~807

Other (income) expense, net

(6643)

(66)

(~~121~~164)

(~~130~~196)

Income before income taxes

1,~~809~~912

1,~~622~~846

35,~~412~~324

34,~~141~~987

Income tax expense

~~343~~463

~~395~~463

~~732~~1,195

~~771~~1,234

Net income

1,~~466~~449

1,~~227~~383

24,~~680~~129

23,~~370~~753

See accompanying Notes to Consolidated Financial Statements.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Net income	$	1,~~466~~449	$	1,~~227~~383	$	24,~~680~~129	$	23,~~370~~753
Other comprehensive income (loss):
Change in pension and retiree health and welfare benefits, net of tax	(65)		(4)		(1217)		(812)
Change in accumulated other comprehensive income (loss) of equity method investees	—		—		1		1
Other comprehensive income (loss), net of tax	(65)		(4)		(1116)		(711)
Total comprehensive income	$	1,~~460~~444	$	1,~~223~~379	$	24,~~669~~113	$	23,~~363~~742

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

June 30,2025

December 31,2024

September 30,2025

December 31,2024

Assets

Current assets:

Cash and cash equivalents

21,~~081~~995

2,004

Accounts receivable, net

1,~~330~~408

1,387

Materials and supplies

1,~~074~~088

1,063

Other current assets

~~270~~254

131

Total current assets

4,~~755~~745

4,585

Property and equipment, net of accumulated depreciation of $21,459 and $20,411, respectively

71,508

71,261

Property and equipment, net of accumulated depreciation of $21,965 and $20,411, respectively

71,825

71,261

Goodwill

15,351

Operating lease right-of-use assets

1,~~091~~036

1,194

Other assets

3,~~983~~992

3,779

Total assets

96,~~688~~949

96,170

Liabilities and Equity

Current liabilities:

Accounts payable and other current liabilities

3,~~793~~626

3,942

Long-term debt and finance leases due within one year

~~1,266~~917

1,263

Total current liabilities

54,~~059~~543

5,205

Long-term debt and finance leases

22,~~586~~587

22,234

Deferred income taxes

15,~~623~~948

15,696

Operating lease liabilities

~~707~~701

727

Casualty and environmental liabilities

~~345~~358

369

Pension and retiree health and welfare liability

~~172~~164

180

Other liabilities

1,~~086~~094

1,118

Total liabilities

45,~~578~~395

45,529

Commitments and contingencies (see Note 6)

Equity:

Member’s equity

50,~~540~~989

50,060

Accumulated other comprehensive income (loss)

~~570~~565

581

Total equity

51,~~110~~554

50,641

Total liabilities and equity

96,~~688~~949

96,170

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Six Months EndedJune 30,

Nine Months EndedSeptember 30,

2025

2024

Operating Activities

Net income

24,~~680~~129

23,~~370~~753

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

12,~~358~~045

1,~~327~~975

Deferred income taxes

~~(69)~~257

6094

Other, net

(~~179~~287)

(86141)

Changes in current assets and liabilities:

Accounts receivable, net

57(21)

5342

Materials and supplies

(1125)

~~(17)~~16

Other current assets

~~129~~239

4264

Accounts payable and other current liabilities

(~~386~~493)

(~~570~~313)

Net cash provided by operating activities

35,~~579~~844

35,~~179~~490

Investing Activities

Capital expenditures excluding equipment

(12,~~469~~375)

(12,~~524~~433)

Acquisition of equipment

(~~129~~222)

(~~232~~346)

Purchases of investments and investments in time deposits

(1)

(29)

Other, net

(6059)

(~~130~~144)

Net cash used in investing activities

(12,~~659~~657)

(12,~~915~~952)

Financing Activities

Proceeds from issuance of long-term debt

900

1,300

Payments on long-term debt and finance leases

(~~531~~883)

(~~530~~1,237)

Cash distributions

(23,200)

(2,~~100~~800)

Other, net

(1213)

(1618)

Net cash used in financing activities

(13,~~843~~196)

(12,~~346~~755)

Increase (decrease) in cash and cash equivalents

77(9)

(82217)

Cash and cash equivalents:

Beginning of period

2,004

2,148

End of period

21,~~081~~995

21,~~066~~931

Supplemental Cash Flow Information

Interest paid, net of amounts capitalized

~~561~~865

~~529~~798

Capital investments accrued but not yet paid

~~163~~173

~~184~~189

Income taxes paid, net of refunds

~~885~~1,097

~~731~~1,099

See accompanying Notes to Consolidated Financial Statements.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions)

(Unaudited)

	Member’sEquity		AccumulatedOtherComprehensive Income (Loss)		TotalEquity
Balance as of December 31, 2023	$	49,029	$	234	$	49,263
Cash distributions	(500)		—		(500)
Comprehensive income (loss), net of tax	1,143		(3)		1,140
Balance as of March 31, 2024	49,672		231		49,903
Cash distributions	(1,600)		—		(1,600)
Comprehensive income (loss), net of tax	1,227		(4)		1,223
Balance as of June 30, 2024	$49,299	~~49,299~~	$227	~~227~~	$49,526	~~49,526~~
Cash distributions	(700)		—		(700)
Comprehensive income (loss), net of tax	1,383		(4)		1,379
Balance as of September 30, 2024	$	49,982	$	223	$	50,205

Balance as of December 31, 2024	$	50,060	$	581	$	50,641
Cash distributions	(700)		—		(700)
Comprehensive income (loss), net of tax	1,214		(5)		1,209
Balance as of March 31, 2025	50,574		576		51,150
Cash distributions	(1,500)		—		(1,500)
Comprehensive income (loss), net of tax	1,466		(6)		1,460
Balance as of June 30, 2025	$50,540	~~50,540~~	$570	~~570~~	$51,110	~~51,110~~
Cash distributions	(1,000)		—		(1,000)
Comprehensive income (loss), net of tax	1,449		(5)		1,444
Balance as of September 30, 2025	$	50,989	$	565	$	51,554

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Accounting Policies and Interim Results

The Consolidated Financial Statements should be read in conjunction with Burlington Northern Santa Fe, LLC’s Annual Report on Form 10-K for the year ended December 31, 2024, including the financial statements and notes thereto. Burlington Northern Santa Fe, LLC (Registrant) is a holding company that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries. The Consolidated Financial Statements include the accounts of the Registrant and its subsidiaries (collectively, BNSF or Company), all of which are separate legal entities. The Registrant’s principal operating subsidiary is BNSF Railway Company (BNSF Railway). All intercompany accounts and transactions have been eliminated.

On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation (Berkshire), acquired 100 percent 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 of a Berkshire wholly-owned merger subsidiary and Burlington Northern Santa Fe Corporation with the surviving entity renamed Burlington Northern Santa Fe, LLC. Earnings per share data is not presented because BNSF has only one holder of its membership interests.

The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. In the opinion of management, the unaudited financial statements reflect all adjustments (consisting of only normal recurring adjustments, except as disclosed) necessary for the fair statement of BNSF’s consolidated financial position as of ~~June~~September 30, 2025, and the results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 in accordance with generally accepted accounting principles in the United States.

2. Segment Information

The Registrant's principal wholly-owned subsidiary is BNSF Railway and represents its only operating segment. The financial results are evaluated as one reportable segment due to the integrated nature of the Company's rail network. See Note 1 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for information related to the subsidiary's services offered and business operations. As BNSF Railway's operations are not materially different from the Company's, the Chief Executive Officer, who acts as the chief operating decision maker (CODM), assesses the segment at the consolidated level. The CODM uses the Company's consolidated net income to evaluate the overall profitability of the segment and allocate resources across the Company's rail network. Consolidated net income is benchmarked against forecasted targets, historical results, and industry standards and analyzed for trends for organizational strategic planning purposes. BNSF Railway's assets and significant expenses are also reviewed at the consolidated level. See the Consolidated Financial Statements for more information. Additionally, while BNSF Railway operates outside of the U.S., its foreign operations are immaterial to the reportable segment.

3. Revenue from Contracts with Customers

The Company disaggregates revenue from contracts with customers based on the characteristics of the services provided and the types of products transported (in millions):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Consumer Products

12,~~972~~121

2,~~122~~121

46,~~005~~126

46,~~092~~213

Agricultural and Energy Products a

1,~~617~~628

1,~~563~~532

34,~~182~~810

34,~~115~~647

Industrial Products a

1,~~290~~293

1,~~301~~295

23,~~489~~782

23,~~541~~836

Coal

~~716~~795

~~608~~795

12,~~450~~245

12,~~373~~168

Total freight revenues

5,~~595~~837

5,~~594~~743

1116,~~126~~963

1116,~~121~~864

Non-rail logistics subsidiary

1621

2223

3455

3861

Accessorial and other

~~131~~152

~~123~~138

~~275~~427

~~240~~378

Total other revenues

~~147~~173

~~145~~161

~~309~~482

~~278~~439

Total operating revenues

56,~~742~~010

5,~~739~~904

1117,~~435~~445

1117,~~399~~303

a Prior year numbers have been recast to conform to the current year presentation based on internal reorganization of business groups.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

Contract assets and liabilities are immaterial. Receivables from contracts with customers is a component of accounts receivable, net on the Consolidated Balance Sheets. As of ~~June~~both September 30, 2025 and December 31, 2024, $1.~~0 billion and $~~1.1 billion, ~~respectively,~~ represented net receivables from contracts with customers.

Remaining performance obligations primarily consist of in-transit freight revenues, which will be recognized in the next reporting period. As of ~~June~~September 30, 2025 and December 31, 2024, remaining performance obligations were $~~324~~300 million and $308 million, respectively.

4. Accounts Receivable, Net

Accounts receivable, net consists of freight and other receivables, reduced by an allowance for credit losses which is based upon expected collectability. As of ~~June~~September 30, 2025 and December 31, 2024, $1920 million and $40 million, respectively, of such allowances had been recorded.

5.Debt

Notes and Debentures

In May 2025, the Registrant filed a new automatic shelf registration statement with the Securities and Exchange Commission (SEC) that became effective on May 5, 2025, and will remain effective for three years.

In June 2025, the Registrant issued $900 million of 5.800 percent debentures due March 15, 2056. The net proceeds from the sale of the debentures will be used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of outstanding indebtedness, and distributions.

AsIn ofAugust ~~June 30,~~ 2025, ~~$750 million~~the ~~remained~~Board of Directors authorized byan ~~the~~additional ~~Board~~$3.0 billion of ~~Directors~~debt tosecurities that may be issued ~~through~~pursuant to the debt shelf ~~offering~~registration ~~process~~statement filed with the SEC.

~~The~~As ~~Registrant~~of isSeptember 30, ~~required~~2025, to$3.75 billion ~~maintain~~remained ~~certain~~authorized ~~financial~~by ~~covenants~~the inBoard ~~conjunction~~of ~~with~~Directors ~~$500~~to ~~million~~be ~~of certain~~ issued ~~and~~through ~~outstanding junior subordinated notes. As of June 30, 2025,~~ the ~~Registrant~~debt ~~was~~shelf inoffering ~~compliance with these financial covenants~~process.

The Registrant is required to maintain certain financial covenants in conjunction with $500 million of certain issued and outstanding junior subordinated notes. As of September 30, 2025, the Registrant was in compliance with these financial covenants.

Fair Value of Debt Instruments

As of ~~June~~September 30, 2025 and December 31, 2024, the fair value of BNSF’s debt, excluding finance leases, was $21.8 billion and $21.1 billion, respectively, while the book value as of both September 30, 2025 and December 31, 2024, which also excludes finance leases, was $23.~~8 billion and $23.~~4 billion~~, respectively~~. The fair value of BNSF’s debt is primarily based on market value price models using observable market-based data for the same or similar issues, or on the estimated rates that would be offered to BNSF for debt of the same remaining maturities (Level 2 inputs).

6.Commitments and Contingencies

Personal Injury

BNSF’s personal injury liability includes the cost of claims for employee work-related injuries, third-party claims, and asbestos claims. BNSF records a liability for asserted and unasserted claims when the expected loss is both probable and reasonably estimable. Because of the uncertainty of the timing of future payments, the liability is undiscounted. Defense and processing costs, which are recorded on an as-reported basis, are not included in the recorded liability. Expense accruals and adjustments are classified as materials and other in the Consolidated Statements of Income.

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. Resolution of these cases under FELA’s fault-based system requires either a finding of fault by a jury or an out of court settlement. Third-party claims include claims by non-employees for compensatory damages and may, from time to time, include requests for punitive damages or treatment of the claim as a class action.

Table of Contents

BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

BNSF estimates its personal injury liability claims and expense using standard actuarial methodologies based on the covered population, activity levels and trends in frequency, and the costs of covered injuries. The Company monitors actual experience against the forecasted number of claims to be received, the forecasted number of claims closing with payment, and expected claim payments and records adjustments as new events or changes in estimates develop.

The following table summarizes the activity in the Company’s accrued obligations for personal injury claims (in millions):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Beginning balance	$	265	$	264
Accruals / changes in estimates	2750		5675
Payments	(4959)		(5689)
Ending balance	$	~~243~~256	$	~~264~~250
Current portion of ending balance	$	80	$	85

The amount recorded by the Company for the personal injury liability is based upon the best information currently available. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to resolve these claims may be different from the recorded amounts. The Company estimates that costs to resolve the liability may range from approximately $~~195~~205 million to $~~310~~320 million.

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

Environmental

BNSF is subject to extensive federal, state, and local environmental regulation. The Company’s operating procedures include practices to protect the environment from the risks inherent in railroad operations, which often involve transporting chemicals and other hazardous materials. Additionally, many of BNSF’s land holdings are or 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. Under federal (in particular, the Comprehensive Environmental Response, Compensation, and Liability Act) and state statutes, the Company may be held jointly and severally liable for cleanup and enforcement costs associated with a particular site without regard to fault or the legality of the original conduct. The Company participates in the study, cleanup, or both of environmental contamination at approximately 180 sites.

Environmental costs may include, but are not limited to, site investigations, remediation, and restoration. The liability is recorded when the expected loss is both probable and reasonably estimable and is undiscounted due to uncertainty of the timing of future payments. Expense accruals and adjustments are classified as materials and other in the Consolidated Statements of Income.

BNSF estimates the cost of cleanup efforts at its known environmental sites based on experience gained from cleanup efforts at similar sites, estimated percentage to closure ratios, possible remediation work plans, 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. The Company monitors actual experience against expectations and records adjustments as new events or changes in estimates develop.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

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

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Beginning balance	$	224	$	236
Accruals / changes in estimates	15		14
Payments	(812)		(811)
Ending balance	$	217	$	229
Current portion of ending balance	$	35	$	35

The amount recorded by the Company for the environmental liability is based upon the best information currently available. It has not been reduced by anticipated recoveries from third parties and includes both asserted and unasserted claims. BNSF’s total cleanup costs at these sites cannot be predicted with certainty due to various factors, such as the extent of corrective actions that may be required, evolving environmental laws and regulations, advances in environmental technology, the extent of other parties’ participation in cleanup efforts, developments in ongoing environmental analyses related to sites determined to be contaminated, and developments in environmental surveys and studies of contaminated sites. Because of the uncertainty surrounding various factors, it is reasonably possible that future costs to settle these claims may be different from the recorded amounts. The Company estimates that costs to settle the liability may range from approximately $~~195~~190 million to $~~255~~250 million.

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

Other Claims and Litigation

In addition to personal injury and environmental matters, BNSF is a party 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 compensatory damages and may, from time to time, include requests for punitive damages or treatment of the claim as a class action. Although the final outcome of these matters cannot be predicted with certainty, it is the opinion of BNSF that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

On April 7, 2015, the Swinomish Indian Tribal Community (the Tribe) filed a legal case against BNSF Railway alleging that it breached an easement over the Tribe's reservation. On June 17, 2024, a judgment was entered against BNSF Railway in the amount of $395 million, which it has appealed. While the ultimate resolution of this matter is subject to further developments, the Company does not believe that the outcome will have a material adverse effect on its financial position, results of operations or liquidity.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

BNSF Insurance Company

BNSF has a consolidated, wholly-owned subsidiary, Burlington Northern Santa Fe Insurance Company, Ltd. (BNSFIC), that offers insurance coverage for certain risks including FELA, railroad protective and force account insurance, and property and excess general liability which are subject to reinsurance. BNSFIC has entered into annual reinsurance treaty agreements with several other companies. The treaty agreements insure workers’ compensation, general liability, auto liability, and FELA risk. In accordance with the agreements, BNSFIC cedes a portion of its FELA exposure through the treaties and assumes a proportionate share of the entire risk. Each year, BNSFIC reviews the objectives and performance of the treaties to determine its continued participation. The treaty agreements provide for certain protections against the risk of treaty participants’ non-performance. On an ongoing basis, BNSF and/or the treaty manager reviews the creditworthiness of each of the participants. The Company does not believe its exposure to treaty participants’ non-performance is material at this time. BNSFIC typically invests in time deposits, money market accounts, and treasury bills. As of ~~June~~September 30, 2025 and December 31, 2024, there was $~~565~~579 million and $562 million, respectively, related to these third-party investments, which were classified as cash and cash equivalents on the Company’s Consolidated Balance Sheets.

7.Employment Benefit Plans

The Registrant provides a funded, noncontributory qualified pension plan (BNSF Retirement Plan), which covered most non-union employees through March 31, 2019, and an unfunded non-tax-qualified pension plan (BNSF Supplemental Retirement Plan), which covered certain officers and other employees through March 31, 2019. 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. In 2019, the Registrant amended the BNSF Retirement Plan and the BNSF Supplemental Retirement Plan. Non-union employees hired on or after April 1, 2019 are not eligible to participate in these retirement plans and instead receive an additional employer contribution as part of the qualified 401(k) plan based on the employees’ age and years of service. Current plan participants are being transitioned away from the retirement plans and upon transition are eligible for the additional employer contribution.

BNSF Railway also provides a funded, noncontributory qualified pension plan which covers certain union employees of the former The Atchison, Topeka and Santa Fe Railway Company (Union Plan). The benefits under this pension plan are based on elections made at the time the plan was implemented.

With respect to the funded plans, the Registrant'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. The BNSF Retirement Plan, the BNSF Supplemental Retirement Plan, and the Union Plan are collectively referred to herein as the Pension Plans.

Components of the net (benefit) cost for the Pension Plans were as follows (in millions):

	Pension Benefits
	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Service cost	$	32	$	23	$	57	$	58
Interest cost	2221		21		4364		4263
Expected return on plan assets	(48)		(4647)		(96144)		(93140)
Amortization of net (gain) loss	(87)		(5)		(1522)		(1015)
Net (benefit) cost recognized	$	(3132)	$	(28)	$	(6395)	$	(5684)

Service cost is included in compensation and benefits expense and the other components of net periodic benefit costs are included in other (income) expense, net in the Consolidated Statements of Income.

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

8.Related Party Transactions

The companies identified as affiliates of BNSF include Berkshire and its subsidiaries. For the ~~six~~nine-month periods ended ~~June~~September 30, 2025 and 2024, the Company declared and paid cash distributions of $23.2 billion and $2.18 billion, respectively, to Berkshire. The Company made tax payments of $~~699~~877 million and $~~581~~904 million during the ~~six~~nine-month period ended ~~June~~September 30, 2025 and 2024, respectively, while during both periods the Company received no tax refunds from Berkshire. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had a tax ~~payable~~receivable tofrom Berkshire of $4341 million and a payable to Berkshire of $86 million, respectively.

North American railroads pay TTX Company (TTX) car hire to use TTX’s freight equipment to serve their customers. BNSF owns 17.4 percent of TTX while other North American railroads own the remaining interest. As the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of TTX, BNSF applies the equity method of accounting to its investment. The investment in TTX is recorded in other assets in the Consolidated Balance Sheets, and equity income or losses are recorded in materials and other in the Consolidated Statements of Income. The Company’s investment in TTX was $~~909~~922 million and $891 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The Company incurred car hire expenditures with TTX of $~~107~~113 million and $~~101~~108 million for the three-months and $~~213~~326 million and $~~198~~306 million for the ~~six~~nine-months ended ~~June~~September 30, 2025 and 2024, respectively.

9.Accumulated Other Comprehensive Income

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

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

	Pension and Retiree Health and Welfare Benefit Items		Equity Method Investments		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2023	$	226	$	8	$	234
Other comprehensive income (loss), net before reclassifications	—		1		1
Amounts reclassified from AOCI:
Amortization of actuarial (gains) lossesa	(1015)		—		(1015)
Tax expense (benefit)	23		—		23
Balance as of June 30, 2024	$	218	$	9	$	227
Balance as of September 30, 2024	$	214	$	9	$	223
Balance as of December 31, 2024	$	572	$	9	$	581
Other comprehensive income (loss), net before reclassifications	—		1		1
Amounts reclassified from AOCI:
Amortization of actuarial (gains) lossesa	(1523)		—		(1523)
Tax expense (benefit)	36		—		36
Balance as of June 30, 2025	$	560	$	10	$	570
Balance as of September 30, 2025	$	555	$	10	$	565

a This accumulated other comprehensive income component is included in the computation of net periodic pension and retiree health and welfare costs (see Note 7 for additional details on pension costs).

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

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

10.Subsequent Events

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (the Act), was enacted. The Act includes a number of corporate income tax provisions applicable to BNSF, including 100% bonus depreciation. BNSF is currently evaluating the impact of these provisions on its consolidated financial statements, which the Company currently does not expect to have a material impact to its Consolidated Financial Statements.

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

Management’s narrative analysis relates to the results of operations of Burlington Northern Santa Fe, LLC and its subsidiaries. The principal operating subsidiary of BNSF is BNSF Railway through which BNSF derives substantially all of its revenues. The following narrative analysis should be read in conjunction with the Consolidated Financial Statements and the accompanying notes.

The following narrative analysis of results of operations includes a brief discussion of the factors that materially affected the Company’s operating results in the ~~six~~nine months ended ~~June~~September 30, 2025, and a comparative analysis of the ~~six~~nine months ended ~~June~~September 30, 2024.

Results of Operations

Revenues Summary

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

Revenues (in millions)

Cars / Units (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Consumer Products

46,~~005~~126

46,~~092~~213

24,~~720~~194

24,~~602~~044

Agricultural and Energy Products a

34,~~182~~810

34,~~115~~647

~~693~~1,043

~~692~~1,039

Industrial Products a

23,~~489~~782

23,~~541~~836

~~682~~1,044

~~716~~1,085

Coal

12,~~450~~245

12,~~373~~168

~~589~~911

~~549~~878

Total freight revenues

1116,~~126~~963

1116,~~121~~864

47,~~684~~192

47,~~559~~046

Other revenues

~~309~~482

~~278~~439

Total operating revenues

1117,~~435~~445

1117,~~399~~303

Average Revenue Per Car / Unit

Six Months Ended June 30,

Nine Months Ended September 30,

2025

2024

Consumer Products

1,~~472~~461

1,~~573~~536

Agricultural and Energy Products a

4,~~592~~612

4,~~501~~473

Industrial Products a

3,~~650~~623

3,~~549~~535

Coal

2,~~462~~464

2,~~501~~469

Total freight revenues

2,~~375~~359

2,~~439~~393

a Prior year numbers have been recast to conform to the current year presentation based on internal reorganization of business groups.

Fuel Surcharges

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

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

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Fuel expense a	$	12,~~468~~240	$	12,~~676~~475
Fuel surcharges	$	~~860~~1,319	$	1,~~139~~663

a Fuel expense includes locomotive and non-locomotive fuel.

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~~Six~~Nine Months Ended ~~June~~September 30, 2025 vs. ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Revenues

Revenues for the ~~six~~nine months ended ~~June~~September 30, 2025 were $1117.4 billion, an increase of $36142 million, or ~~less than~~ 1 percent, as compared with the ~~six~~nine months ended ~~June~~September 30, 2024. This was primarily due to a 32 percent increase in unit volume and core pricing gains, partially offset by ~~a decrease in average revenue per car / unit resulting from~~ lower fuel surcharge revenue and unfavorable business mix. Revenue amounts also included the following changes between periods:

▪Consumer Products volumes increased primarily due to higher intermodal shipments resulting from higher west coast imports and an increase in automotive volume from higher vehicle production.

▪Agricultural and Energy Products volumes increased ~~slightly~~primarily due to higher grain exports, partially offset by lower domestic grain, ~~feed,~~ and ~~renewable~~feed ~~fuel volumes~~shipments.

▪Industrial Products volumes decreased primarily due to lower demand for construction products and lower petroleum products shipments.

▪Coal volumes increased primarily due to the competitive effects of higher natural gas prices.

Expenses

Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2025 were $711.65 billion, a decrease of $~~254~~241 million, or 32 percent, as compared with the ~~six~~nine months ended ~~June~~September 30, 2024. A significant portion of this decrease is due to the following changes in expenses:

▪Fuel expense decreased primarily due to lower average fuel prices, ~~partially~~and ~~offset~~improved byfuel ~~higher volumes~~efficiency.

▪Materials and other expense decreased primarily due to ~~litigation accruals in the second quarter of 2024 and~~ ongoing cost management efforts. and litigation accruals.

▪~~There~~Purchased ~~were~~services noexpense ~~significant~~increased ~~changes~~primarily indue ~~compensation~~to ~~and~~higher ~~benefits~~volume ~~expense~~related costs, ~~depreciation~~continued ~~and~~cargo ~~amortization~~security ~~expense~~investments, ~~purchased~~and ~~services~~general ~~expense, or equipment rents expense~~inflation.

~~The~~▪Compensation ~~effective tax rate was 21.5 percent~~ and ~~24.5~~benefits ~~percent for the six months ended June 30, 2025 and 2024, respectively. Income tax~~ expense ~~decreased~~increased ~~primarily~~slightly due to ~~lower~~wage ~~deferred~~inflation, ~~state~~which ~~tax~~was ~~expenses~~almost ~~arising~~fully ~~from~~offset ~~changes~~by inemployee ~~enacted rates during the second quarter of 2025~~productivity.

16▪There were no significant changes in equipment rents expense, or depreciation and amortization expense.

The effective tax rate was 22.4 percent and 24.7 percent for the nine months ended September 30, 2025 and 2024, respectively. Income tax expense decreased due to lower deferred state tax expenses arising from changes in enacted rates during the second quarter of 2025.

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Forward-Looking Information

To the extent that statements 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 "Part I, Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. 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; inflation; volatility in the capital or credit markets including changes affecting the timely availability and cost of capital; changes in customer demand; effects of adverse economic conditions affecting shippers or BNSF’s supplier base; effects due to more stringent regulatory policies such as the regulation of greenhouse gas emissions that could reduce the demand for coal or governmental tariffs or subsidies that could affect the demand for products BNSF hauls; the impact of low natural gas or oil prices on energy-related commodities demand; changes in environmental laws and other laws and regulations that could affect the demand for drilling products and products produced by drilling; changes in prices of fuel and other key materials, the impact of high barriers to entry for prospective new suppliers, and disruptions in supply chains for these materials; competition and consolidation within the transportation industry; and changes in crew availability, labor and benefits costs and labor difficulties, including stoppages affecting either BNSF’s operations or customers’ abilities to deliver goods to BNSF for shipment.

• Legal, legislative and regulatory factors: developments and changes in laws and regulations, including those affecting train operations, 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; new legislation impacting corporate income tax provisions; increased economic regulation of the rail industry through legislative action and revised rules and standards applied by the STB in various areas including rates and services; developments in environmental investigations or proceedings with respect to rail operations or current or past ownership or control of real property or properties owned by others impacted by BNSF operations; losses resulting from claims and litigation relating to personal injuries, asbestos, and other occupational diseases; the release of hazardous materials, environmental contamination, and damage to property; regulation, restrictions or caps, or other controls on transportation of energy-related commodities or other operating restrictions that could affect operations or increase costs; the availability of adequate insurance to cover the risks associated with operations; and changes in tax rates and tax laws.

• Operating factors: changes in operating conditions and costs; operational and other difficulties with positive train control technology, including increased compliance or operational costs or penalties; restrictions on development and expansion plans due to environmental concerns; disruptions to BNSF’s or third-party service providers' technology networks including computer systems and software, such as cybersecurity intrusions, unauthorized access to or 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 pandemics or natural events such as severe weather, fires, floods, and earthquakes or man-made or other disruptions of BNSF’s or other railroads’ operating systems, structures, or equipment including the effects of acts of war or terrorism on the Company’s system or other railroads’ systems or other links in the transportation chain.

The Registrant 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 Registrant undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event the Registrant does update any forward-looking statement, no inference should be made that the Registrant will make additional updates with respect to that statement, related matters, or any other forward-looking statements.

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Item 4.Controls and Procedures

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

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BURLINGTON NORTHERN SANTA FE, LLC and SUBSIDIARIES

PART II

OTHER INFORMATION

Item 1. 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 U.S. Supreme Court case of Comcast Corp. v. Behrend. In September 2016, the District Court held a hearing to determine whether to certify a class. On October 10, 2017, the District Court denied the plaintiffs’ motion to certify a class. The plaintiffs appealed the denial of class certification to the U.S. Court of Appeals. In September 2018, the U.S. Court of Appeals held a hearing on the appeal of the denial of class certification. On August 16, 2019, the U.S. Court of Appeals affirmed the District Court’s denial of class certification. In June 2025, the District Court granted summary judgment in favor of the railroads, dismissing all claims. Plaintiffs have filed an appeal to the US Court of Appeals. The Company continues to believe that these allegations are without merit and continues to vigorously dispute such claims in all subsequent litigation filed by individual parties involving such allegations. 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.

Item 5. Other Information

Berkshire Hathaway Inc. holds 100% of the membership interest of Registrant. Accordingly, during the ~~second~~third fiscal quarter ended ~~June~~September 30, 2025, none of the Registrant's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K) for the purchase or sale of Registrant's securities.

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Item 6.Exhibits

		Incorporated by Reference(if applicable)
	Exhibit Number and Description	Form	File Date	File No.	Exhibit
3.1	Certificate of Formation dated November 2, 2009.	8-K	2/16/2010	001-11535	3.1
3.2	Amended and Restated Limited Liability Operating Agreement of Burlington Northern Santa Fe, LLC, dated February 12, 2010, as amended by the Written Consent of the Sole Member, dated April 8, 2010, as further amended by the Written Consent of the Sole Member, dated January 1, 2021, and as further amended by the Written Consent of the Sole Member, dated September 30, 2023.	10-K	2/26/2024	001-11535	3.2
4.1	Twenty-Ninth Supplemental Indenture, dated as of June 6, 2025, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.	8-K	6/6/2025	001-11535	4.1
4.2	Certificate of Determination as to the terms of BNSF’'s 5.800% Debentures due March 15, 2056.	8-K	6/6/2025	001-11535	4.2
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	The following unaudited information from Burlington Northern Santa Fe, LLC’s Form 10-Q for the three and ~~six~~nine months ended ~~June~~September 30, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Cover Page, (ii) the Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iii) the Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (iv) the Consolidated Balance Sheets as of ~~June~~September 30, 2025 and December 31, 2024, (v) the Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, (vi) the Consolidated Statements of Changes in Equity for the periods ended ~~June~~September 30, 2025 and 2024, and (vii) the Notes to the Consolidated Financial Statements.*
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

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

__________________

* Filed herewith

2019

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SIGNATURES

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


			BURLINGTON NORTHERN SANTA FE, LLC (Registrant)

			By:			/s/ Paul W. Bischler
						Paul W. Bischler Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as principal financial officer)

Date: ~~August~~November 43, 2025

S-1

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