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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



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



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006



OR



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



FOR THE TRANSITION PERIOD FROM
 TO



COMMISSION FILE NUMBER: 1-6324



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BNSF Railway Company

Exact name of registrant as specified in its charter



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|                                                           |  |                                                   
|---------------------------------------------------------- |  | --------------------------------------------------
|Delaware                                                   |  | 41-6034000                                        
|State of Incorporation                                     |  | I.R.S. Employer Identification No.                
|                                                           | 
|2650 Lou Menk Drive Fort Worth, Texas 76131-2830           |  | (800) 795-2673                                    
|Address of principal executive offices, including zip code |  | Registrants telephone number, including area code



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Securities registered pursuant to Section 12(b) of the Act:

The securities listed below are registered on the New York Stock Exchange.



Title of each class



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|                                                                                                                                                                                                                                                                       |  |                                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|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 Debenture, 8.75%, due
2022 |  | 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 is a large accelerated filer, accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).



Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x



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 2, 2007.



|* | BNSF Railway Company is a wholly-owned subsidiary of Burlington Northern Santa Fe Corporation; 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 THE GENERAL INSTRUCTION (I)(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.



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Table of Contents



|         |  |                                                                                                                      |  |    
|-------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ---
|Part I   |  | Item 1. Business                                                                                                     |  | 1  
|         |  | Item 1A. Risk Factors                                                                                                |  | 1  
|         |  | Item 1B. Unresolved Staff Comments                                                                                   |  | 4  
|         |  | Item 2. Properties                                                                                                   |  | 4  
|         |  | Item 3. Legal Proceedings                                                                                            |  | 10 
|         |  |                                                                                                                     
|Part II  |  | Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 11 
|         |  | Item 7. Managements Narrative Analysis of Results of Operations                                                     |  | 11 
|         |  | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 16 
|         |  | Item 8. Financial Statements and Supplementary Data                                                                  |  | 18 
|         |  | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         |  | 58 
|         |  | Item 9A. Controls and Procedures                                                                                     |  | 58 
|         |  | Item 9B. Other Information                                                                                           |  | 58 
|         |  |                                                                                                                     
|Part III |  | Item 14. Principal Accountant Fees and Services                                                                      |  | 59 
|         |  |                                                                                                                     
|Part IV  |  | Item 15. Exhibits, Financial Statement Schedules                                                                     |  | 60 
|         |  | Signatures                                                                                                           |  | S-1
|         |  | Index to Exhibits                                                                                                    |  | E-1



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##### Table of Contents

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 the Burlington Northern Railroad Company (BNRR) was incorporated in the State of Delaware on January 13, 1961, and is a wholly-owned
subsidiary of Burlington Northern Santa Fe Corporation (BNSF). On September 22, 1995, the shareholders of Burlington Northern Inc. (BNI) and Santa Fe Pacific Corporation (SFP) became the shareholders of BNSF pursuant to a business combination
of the two companies.



On December 30, 1996, BNI merged with and into SFP.
On December 31, 1996, The Atchison, Topeka and Santa Fe Railway Company merged with and into Burlington Northern Railroad Company (BNRR), and BNRR changed its name to The Burlington Northern and Santa Fe Railway Company. On January 2,
1998, SFP merged with and into The Burlington Northern and Santa Fe Railway Company. On January 20, 2005, The Burlington Northern and Santa Fe Railway Company changed its name to BNSF Railway Company (BNSF Railway).



BNSF Railway operates one of the largest railroad systems in North America. At
December 31, 2006, BNSF Railway had approximately 41,000 employees.



BNSF
Railways internet address is www.bnsf.com. Through this internet website (under the Investors 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 those reports, as soon as reasonably practicable after these reports are electronically filed with or furnished to the Securities and Exchange Commission (SEC).



Further discussion of the Companys business, including equipment and business sectors,
is incorporated by reference from Item 2, Properties.



Item 1A. Risk Factors



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. For example, the Company believes that high service truck lines, due to their ability to deliver non-bulk products on an expedited basis, have had and will
continue to 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 scope 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.



A downturn in the economy or change in government policy could negatively impact demand for the Companys services.



Significant, extended negative changes in 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. In addition, 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 may impact demand for coal, and United States and foreign government agriculture subsidies may impact the demand for grain.



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As part of its railroad operations, the Company frequently transports chemicals and other hazardous materials.



The Company is required to transport these commodities to the extent
of its common carrier obligation. An accidental release of these commodities could result in a significant loss of life and extensive property damage. The associated costs could have an adverse effect on the Companys operating results,
financial condition or liquidity.



Future acts of terrorism or war, as
well as the threat of war, may cause significant disruptions in the Companys business operations.



Terrorist attacks, such as those that occurred on September 11, 2001, as well as the more recent attacks on the transportation systems in Madrid and London, any
government response to those types of attacks and war or risk of war may adversely affect the Companys results of operations, financial condition or liquidity. The Companys rail lines and facilities could be direct targets or indirect
casualties of an act or acts of terror, which could cause significant business interruption and result in increased costs and liabilities and decreased revenues, which could have an adverse effect on its 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 or resulting in unpredictable operating or financial conditions, including disruptions of rail lines, volatility or sustained increase of fuel prices, fuel shortages, general economic decline and instability or
weakness of financial markets, which could restrict the Companys ability to raise capital. 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.



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. In addition, many of the Company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. 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. Environmental liabilities have arisen and may continue to arise from claims asserted by adjacent landowners or
other third parties in toxic tort litigation. The Company has been and may continue to be subject to allegations or findings to the effect that it has violated, or is 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 records liabilities
for environmental cleanup when the amount of its liability is both probable and reasonably estimable.



The Companys future 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 regulation with respect to
its rates and practices, 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 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. Also, some of the regulations require the Company to obtain and maintain
various licenses, permits and other authorizations, and it cannot assure that it will continue to be able to do so. Increased economic regulation of the rail industry could negatively impact the Companys ability to determine prices for rail
services and to make capital improvements to its rail network, resulting in an adverse effect on the Companys results of operations, financial condition or liquidity.



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The availability of qualified personnel and an aging workforce may adversely affect the Companys operations.



Changes in demographics, training requirements and the availability
of qualified personnel, particularly train crew members, could negatively impact service levels. In addition, approximately 40 percent of the workforce will be eligible for retirement within the next 10 years. The Companys efforts to attract
and retain qualified personnel may be hindered due to increased demand in the job market. Unpredictable increases in demand for rail services may exacerbate these risks and may have an adverse effect on the Companys operating results,
financial condition or liquidity.



Most of the Companys employees
are represented by unions, and failure to successfully negotiate 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. A negotiating process for new, major collective bargaining agreements covering all of BNSF Railways union employees has been underway
since the bargaining round was initiated on November 1, 2004. 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. 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 intervention) are exhausted. While the negotiations have not yet resulted in any extended work stoppages, if the Company is unable to negotiate acceptable
new agreements, it could result in strikes by the affected workers, loss of business 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.



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



The Companys success is dependent on its ability to operate its railroad system efficiently. Severe weather and natural disasters, such as tornados, flooding and
earthquakes, could cause significant business interruptions and result in increased costs and liabilities and decreased revenues. In addition, damages to or loss of use of significant aspects of the Companys infrastructure due to natural or
man-made disruptions could have an adverse affect 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.



Fuel supply availability and fuel prices 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, or rising global demand. 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. Additionally, the Company is expected to be able to offset a significant portion of the
anticipated higher fuel costs through its fuel surcharge program in 2007. However, to the extent that the Company is unable to maintain and expand its existing fuel surcharge program, increases in fuel prices could have an adverse effect on the
Companys operating results, financial condition or liquidity.



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



The Company relies on information technology in all aspects of its business. A significant
disruption or failure of its information technology systems could result in service interruptions, safety failures, security violations, regulatory compliance failures and the inability to protect corporate information assets against intruders or
other operational difficulties. Although the Company has taken steps to mitigate these risks, including Business Continuity Planning, Disaster Recovery Planning and Business Impact Analysis, a significant disruption 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.



Personal injury claims constitute a significant expense, and increases in the amount or severity of these claims could adversely affect the Companys operating results.



The Company is subject to various personal injury claims by third parties and employees,
including claims by employees who worked around asbestos until 1985, when its use at BNSF Railway was substantially eliminated. Personal injury claims by BNSF Railway employees are subject to the Federal Employees 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, has contributed to increased expenses in the past. Future events, such as increases in the
number of claims that are filed, developments in legislative and judicial standards and the costs of settling claims, could result in an adverse effect on the Companys operating results.



Item 1B. Unresolved Staff Comments



None.



Item 2. Properties



TRACK CONFIGURATION



BNSF Railway operates over a railroad system consisting of
approximately 32,000 route miles of track (excluding multiple main tracks, yard tracks and sidings), approximately 23,000 miles of which are owned route miles, including easements, in 28 states and two Canadian provinces as of December 31,
2006. Approximately 9,000 route miles of BNSF Railways system consist of trackage rights that permit BNSF Railway to operate its trains with its crews over other railroads tracks.



As of December 31, 2006, the total BNSF Railway system, including single and multiple
main tracks, yard tracks and sidings, consisted of approximately 49,000 operated miles of track, all of which are owned by or held under easement by BNSF Railway except for approximately 10,000 route miles operated under trackage rights. At
December 31, 2006, approximately 26,000 miles of BNSF Railways track consisted of 112-pound per yard or heavier rail, including approximately 20,000 track miles of 131-pound per yard or heavier rail.



EQUIPMENT CONFIGURATION



BNSF Railway owned or had under non-cancelable leases exceeding one year the following units
of railroad rolling stock and other equipment as of the dates shown below:



|                                                                 |  |        |  |        |  |       
|---------------------------------------------------------------- |  | ------ |  | ------ |  | ------
|At December 31,                                                  |  | 2006   |  | 2005   |  | 2004  
|Locomotives                                                      |  | 6,330  |  | 5,790  |  | 5,715 
|                                                                 |  |        | 
|Freight cars:                                                    |  |        |  |        |  |       
|Covered hopper                                                   |  | 33,488 |  | 34,631 |  | 35,066
|Gondola                                                          |  | 13,998 |  | 12,579 |  | 16,070
|Open hopper                                                      |  | 11,277 |  | 10,973 |  | 11,257
|Flat                                                             |  | 11,382 |  | 8,537  |  | 8,132 
|Box                                                              |  | 8,937  |  | 8,685  |  | 9,652 
|Refrigerator                                                     |  | 4,631  |  | 4,983  |  | 5,420 
|Autorack                                                         |  | 641    |  | 748    |  | 894   
|Tank                                                             |  | 426    |  | 422    |  | 612   
|Other                                                            |  | 341    |  | 323    |  | 273   
|                                                                 |  |        |  |        |  |       
|Total freight cars                                               |  | 85,121 |  | 81,881 |  | 87,376
|                                                                 |  |        |  |        |  |       
|Domestic chassis                                                 |  | 12,849 |  | 12,649 |  | 9,846 
|Company service cars                                             |  | 3,982  |  | 4,091  |  | 3,999 
|Domestic containers                                              |  | 3,275  |  | 10,412 |  | 10,501
|Trailers                                                         |  | 1,209  |  | 1,916  |  | 2,152 
|Commuter passenger cars                                          |  | 165    |  | 179    |  | 166   
|                                                                 |  |        | 
|Average age from date of manufacture- locomotive fleet (years)a  |  | 15     |  | 15     |  | 15    
|Average age from date of manufacture- freight car fleet (years)a |  | 14     |  | 15     |  | 16    

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|a | These averages are not weighted to reflect the greater capacities of the newer equipment.
|- | -----------------------------------------------------------------------------------------



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CAPITAL EXPENDITURES AND MAINTENANCE



CAPITAL EXPENDITURES



A breakdown of cash capital expenditures during 2006, 2005 and 2004 is set forth in the following table (in millions):



|                              |  |      |       |      |   |       |  |   |      
|----------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|Year ended December 31,       |  | 2006 |       | 2005 |   | 2004 
|Maintenance of way:           |  |      |       |      |   |       |  |   |      
|Rail                          |  | $    | 304   |      | $ | 232   |  | $ | 219  
|Ties                          |  |      | 311   |      |   | 284   |  |   | 257  
|Surfacing                     |  |      | 214   |      |   | 183   |  |   | 159  
|Other                         |  |      | 397   |      |   | 354   |  |   | 359  
|                              |  |      |       |      |   |       |  |   |      
|Total maintenance of way      |  |      | 1,226 |      |   | 1,053 |  |   | 994  
|Mechanical                    |  |      | 152   |      |   | 136   |  |   | 114  
|Information services          |  |      | 65    |      |   | 64    |  |   | 73   
|Other                         |  |      | 121   |      |   | 108   |  |   | 106  
|                              |  |      |       |      |   |       |  |   |      
|Total maintenance of business |  |      | 1,564 |      |   | 1,361 |  |   | 1,287
|New locomotive acquisitions   |  |      |      |      |   |      |  |   | 16   
|Terminal and line expansion   |  |      | 450   |      |   | 389   |  |   | 223  
|                              |  |      |       |      |   |       |  |   |      
|Total                         |  | $    | 2,014 |      | $ | 1,750 |  | $ | 1,526
|                              |  |      |       |      |   |       |  |   |      



The above table does not include
expenditures for equipment financed through operating leases (principally related to locomotives).



The extent of the BNSF Railways maintenance and capacity program is outlined in the following table:



|                                 |  |               |  |        |  |        |  |       
|-------------------------------- |  | ------------- |  | ------ |  | ------ |  | ------
|Year ended December 31,          |  | 2007 Estimate |  | 2006   |  | 2005   |  | 2004  
|Track miles of rail laida        |  | 1,056         |  | 854    |  | 711    |  | 695   
|Cross ties inserted (thousands)a |  | 3,552         |  | 2,957  |  | 3,171  |  | 2,695 
|Track resurfaced (miles)         |  | 13,824        |  | 12,588 |  | 12,790 |  | 11,450

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|a | Includes both maintenance of existing route system and expansion projects. Expenditures for these maintenance programs are primarily capitalized.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------



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MAINTENANCE



As of December 31, 2006, General Electric Company, Alstom Transportation, Inc. and Electro-Motive Diesel, Inc. performed locomotive maintenance and overhauls for
BNSF Railway at its facilities under various maintenance agreements that covered approximately 4,150 locomotives.



PROPERTY AND FACILITIES



BNSF Railway operates various facilities and equipment to support its transportation system, including its infrastructure and locomotives and freight cars as previously
described. It also owns or leases other equipment to support rail operations, including highway trailers, containers 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 33 major intermodal hubs located
across the system.



BNSF Railways largest intermodal facilities in terms
of 2006 volume were as follows:



|                                                    |  |          
|--------------------------------------------------- |  | ---------
|Intermodal Facilities                               |  | Lifts    
|Hobart Yard (Los Angeles, California)               |  | 1,240,000
|Corwith Yard (Chicago, Illinois)                    |  | 757,000  
|Logistics Park (Chicago, Illinois)                  |  | 727,000  
|Willow Springs (Illinois)                           |  | 698,000  
|Alliance (Fort Worth, Texas)                        |  | 587,000  
|San Bernardino (California)                         |  | 569,000  
|Cicero (Illinois)                                   |  | 533,000  
|Argentine (Kansas City, Kansas)                     |  | 372,000  
|Memphis (Tennessee)                                 |  | 318,000  
|Seattle International Gateway (Seattle, Washington) |  | 307,000  



BNSF Railway owns 23 automotive
distribution facilities and serves eight port facilities where automobiles are loaded on or unloaded from multi-level rail cars in the United States and Canada.



BNSF Railways largest freight car classification yards based on the average daily number of cars processed (excluding cars that do not change trains at the
terminal and intermodal and coal cars) are shown below:



|                                |  |                          
|------------------------------- |  | -------------------------
|Classification Yards            |  | DailyAverageCarsProcessed
|Argentine (Kansas City, Kansas) |  | 1,845                    
|Galesburg (Illinois)            |  | 1,634                    
|Barstow (California)            |  | 1,357                    
|Pasco (Washington)              |  | 1,306                    
|Tulsa (Oklahoma)                |  | 1,218                    



As of December 31, 2006, certain
BNSF Railway properties and other assets were subject to liens securing $106 million of mortgage debt. Certain locomotives and rolling stock of BNSF Railway were subject to equipment obligations and leases, as referred to in Notes 9 and 10 to the
Consolidated Financial Statements.



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PRODUCTIVITY



Productivity in 2006, as measured by thousand gross ton miles per employee, improved slightly from 2005 as shown in the table below. Gross ton miles is defined as the
product of the number of loaded and empty miles traveled and the combined weight of the car and contents.



|                                                                |  |        |  |        |  |       
|--------------------------------------------------------------- |  | ------ |  | ------ |  | ------
|Year ended December 31,                                         |  | 2006   |  | 2005   |  | 2004  
|Thousand gross ton miles divided by average number of employees |  | 27,092 |  | 26,964 |  | 26,986



Volumes as measured by gross ton miles
increased 6 percent in 2006 over 2005 and 5 percent in 2005 over 2004. As a result, the Company has increased employee headcounts to handle the additional volume.



BUSINESS MIX



In serving the Midwest, Pacific Northwest and the 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 manufacturing, agricultural and natural resource industries. Approximately 60 percent of the freight revenues originated by the Company is covered by contractual
agreements of varying duration, 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. BNSF Railway has also entered into marketing
agreements with CSX Transportation, Canadian National Railway Company and Kansas City Southern Railway Company, expanding the marketing reach for each railroad and their customers.



LOGO



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CONSUMER PRODUCTS:



The Consumer Products freight business provided approximately 38 percent of freight revenues in 2006.



INDUSTRIAL PRODUCTS:



The Industrial Products freight business provided approximately 25 percent of BNSF Railways freight revenues in 2006.



COAL:



In 2006, the transportation of coal contributed about 20 percent of freight revenues.



In February 2005, the Company received a Civil Investigative Demand from the Antitrust
Division of the Department of Justice requesting information concerning the Companys pricing activities relating to the shipment of coal from the southern Powder River Basin. The Company continues to respond to requests for information.



AGRICULTURAL PRODUCTS:



The transportation of Agricultural Products provided approximately 17 percent of 2006
freight revenues.



FREIGHT STATISTICS



The following table sets forth certain freight statistics relating to rail operations for
the periods indicated:



|                                               |  |      |         |      |   |         |  |   |        
|---------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|Year ended December 31,                        |  | 2006 |         | 2005 |   | 2004   
|Revenue ton miles (millions)*                  |  |      | 642,417 |      |   | 596,575 |  |   | 570,688
|Freight revenue per thousand revenue ton miles |  | $    | 22.63   |      | $ | 21.12   |  | $ | 18.81  
|Average length of haul (miles)                 |  |      | 1,067   |      |   | 1,068   |  |   | 1,045  

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|* | Revenue ton miles is defined as the product of the number of loaded miles traveled and the weight of the contents.
|- | ------------------------------------------------------------------------------------------------------------------



Revenue, cars/units and average revenue per car/unit information for the two years ended
December 31, 2006, is incorporated by reference from a table in Item 7, Managements Narrative Analysis of Financial Condition and Results of Operations, under the heading Results of Operations; Revenue Table.



GOVERNMENT REGULATION AND LEGISLATION



The Company is subject to federal, state and local laws and regulations generally applicable
to all businesses. Rail operations are subject to the regulatory jurisdiction of the Surface Transportation Board (STB) of the United States Department of Transportation (DOT), the Federal Railroad Administration of the DOT, the Occupational Safety
and Health Administration (OSHA), as well as other federal and state regulatory agencies. 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.



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BNSF Railways rail operations, as well as those of its competitors, are also subject to extensive federal, state
and local environmental regulation. These laws cover discharges to water, air emissions, toxic substances and the generation, handling, storage, transportation and disposal of waste and hazardous materials. This regulation has the effect of
increasing the cost and liabilities associated with rail operations. Environmental risks are also inherent in rail operations, which frequently involve transporting chemicals and other hazardous materials.



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 now subject to, and will from time to time continue to be subject to,
environmental cleanup and enforcement actions. In particular, the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), also known as the Superfund law, generally imposes 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. Accordingly, BNSF Railway may be responsible under CERCLA and other federal and state statutes for all or part
of the costs to clean up sites at which certain substances may have been released by BNSF Railway, its current lessees, former owners or lessees of properties, or other third parties. Further discussion is incorporated by reference from Note 10 to
the Consolidated Financial Statements.



RAILROAD RETIREMENT



Railroad industry personnel are covered by the Railroad Retirement
System instead of Social Security. BNSF Railways contributions under the Railroad Retirement System have been almost triple those in industries covered by Social Security. The Railroad Retirement System, funded primarily by payroll taxes on
covered employers and employees, includes a benefit roughly equivalent to Social Security (Tier I), an additional benefit similar to that allowed in some private defined-benefit plans (Tier II) and other benefits. For 2006, the Railroad Retirement
System required up to a 20.25 percent contribution by railroad employers on eligible wages, while the Social Security and Medicare Acts only required a 7.65 percent contribution on similar wage bases.



COMPETITION



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



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



Based on weekly reporting by the Association of American Railroads, BNSF Railways share of the western United States rail traffic in 2006 was approximately 49
percent.



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##### Table of Contents

Item 3. Legal Proceedings



Ray Ridgeway,
et al. v. Burlington Northern Santa Fe Corporation and The Burlington Northern and Santa Fe Railway Company, No. 48-185170-00 (District Court of Tarrant County, Texas, 48th Judicial District) is a state court action filed on
October 27, 2000. The plaintiffs causes of action include alleged breach of contract, negligence and breach of fiduciary duties with respect to a special dividend that was paid in 1988 by a BNSF predecessor, Santa Fe Southern Pacific
Corporation (SFSP). The complaint alleges that SFSP erroneously informed shareholders as to the tax treatment of the dividendspecifically, the apportionment of the dividend as either a distribution of earnings and profits or a return of
capitalwhich allegedly caused some shareholders to overpay their income taxes. The plaintiffs assert, through their experts report, that SFSP had essentially no accumulated earnings and profits and that the entire dividend distribution
should have been treated as a return of capital, rather than the approximately 34 percent that SFSP determined was a return of capital. Plaintiffs seek monetary damages based on a variety of theories. On July 8, 2005, the court entered an order
denying the plaintiffs requests to certify a class action. The order denying certification was affirmed by the Texas Court of Appeals on August 24, 2006, and plaintiffs motion for rehearing of the order of the Texas Court of Appeals
was denied. Plaintiffs have sought review by the Supreme Court of Texas and the Court has not yet ruled on that petition. BNSF Railway believes these claims lack merit and that it has substantial defenses on both the merits of these claims and the
attempted class action, and it is defending these claims vigorously.



Information concerning certain pending tax-related administrative or adjudicative state proceedings or appeals is incorporated by reference from Note 5 to the Consolidated Financial Statements, and information concerning other claims and
litigation is incorporated by reference from Note 10 to the Consolidated Financial Statements.



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##### Table of Contents

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.



RESULTS OF OPERATIONS



REVENUE TABLE



The following table presents BNSF
Railways revenue information by business group for the years ended December 31, 2006, and 2005. Certain comparative prior year revenue amounts have been reclassified between the business groups to conform to the current year presentation.
There was no impact to total freight revenues as a result of these reclassifications.



|                         |  |                       |        |                            |   |                               |  |        |  |        |  |      |       |  |   |      
|------------------------ |  | --------------------- | ------ | -------------------------- | - | ----------------------------- |  | ------ |  | ------ |  | ---- | ----- |  | - | -----
|                         |  | Revenues(in millions) |        | Cars / Units(in thousands) |   | Average RevenuePer Car / Unit
|Year ended December 31,  |  | 2006                  |        | 2005                       |   | 2006                          |  | 2005   |  | 2006   |  | 2005
|Consumer Products        |  | $                     | 5,608  |                            | $ | 4,893                         |  | 5,520  |  | 5,215  |  | $    | 1,016 |  | $ | 938  
|Industrial Products      |  |                       | 3,589  |                            |   | 3,128                         |  | 1,686  |  | 1,655  |  |      | 2,129 |  |   | 1,890
|Coal                     |  |                       | 2,916  |                            |   | 2,448                         |  | 2,458  |  | 2,238  |  |      | 1,186 |  |   | 1,094
|Agricultural Products    |  |                       | 2,427  |                            |   | 2,132                         |  | 973    |  | 916    |  |      | 2,494 |  |   | 2,328
|                         |  |                       |        |                            |   |                               |  |        |  |        |  |      |       |  |   |      
|Total freight revenues   |  |                       | 14,540 |                            |   | 12,601                        |  | 10,637 |  | 10,024 |  | $    | 1,367 |  | $ | 1,257
|                         |  |                       |        |                            |   |                               |  |        |  |        |  |      |       |  |   |      
|Other revenues           |  |                       | 271    |                            |   | 245                           |  |        |  |        |  |      |       |  |   |      
|                         |  |                       |        |                            |   |                               |  |        |  |        |  |      |       |  |   |      
|Total operating revenues |  | $                     | 14,811 |                            | $ | 12,846                        |  |        |  |        |  |      |       |  |   |      
|                         |  |                       |        |                            |   |                               |  |        |  |        |  |      |       |  |   |      



EXPENSE TABLE



The following table presents BNSF Railways expense information for the years ended
December 31, 2006 and 2005 (in millions). Certain comparative prior year expense amounts have been reclassified to conform to the current year presentation. There was no impact to total operating expenses as a result of these reclassifications.



|                              |  |      |        |      |   |      
|----------------------------- |  | ---- | ------ | ---- | - | -----
|Year ended December 31,       |  | 2006 |        | 2005
|Compensation and benefits     |  | $    | 3,800  |      | $ | 3,501
|Fuel                          |  |      | 2,734  |      |   | 1,959
|Purchased services            |  |      | 1,894  |      |   | 1,722
|Depreciation and amortization |  |      | 1,128  |      |   | 1,074
|Equipment rents               |  |      | 930    |      |   | 886  
|Materials and other           |  |      | 790    |      |   | 776  
|                              |  |      |        |      |   |      
|Total operating expenses      |  | $    | 11,276 |      | $ | 9,918
|                              |  |      |        |      |   |      
|Interest expense              |  | $    | 113    |      | $ | 127  
|Other expense, net            |  | $    | 39     |      | $ | 35   
|Income tax expense            |  | $    | 1,311  |      | $ | 1,073



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##### Table of Contents

YEAR ENDED DECEMBER 31, 2006 COMPARED WITH YEAR ENDED DECEMBER 31, 2005



BNSF Railway recorded net income for 2006 of $2,234 million. In comparison, net income for
2005 was $1,778 million, which included a $44 million, net of tax, impairment charge related to an agreement to sell certain line segments to the State of New Mexico.



REVENUES



FREIGHT



Freight revenues of $14,540 million for 2006 were $1,939 million, or 15 percent higher than 2005. Freight revenues reflected a 6-percent increase in volumes. Freight revenues include approximately $1.7 billion in fuel
surcharges compared with approximately $1.1 billion in the prior year. Growth in prices and fuel surcharges drove average revenue per car/unit up 9 percent in 2006 to $1,367 from $1,257 in 2005.



CONSUMER PRODUCTS



The Consumer Products freight business includes a significant intermodal component and
consists of the following three business areas: international intermodal, domestic intermodal and automotive.



Consumer Products revenues of $5,608 million for 2006 were $715 million, or 15 percent greater than 2005. The increase in average revenue per unit of 8 percent was primarily related to price increases and increased
fuel surcharges. Additionally, cars/units increased by 6 percent due primarily to growth in international intermodal.



INDUSTRIAL PRODUCTS



Industrial Products freight business consists of five business areas: building products, construction products, petroleum products, chemicals and plastics products
and food and beverages.



Industrial Products revenues increased $461 million,
or 15 percent, to $3,589 million for 2006. The revenue increase was driven by double-digit growth in four of the five business areas. The 13-percent increase in average revenue per car was the result of price increases and increased fuel surcharges.
Units increased 2 percent driven by demand for plastics, petroleum products and steel, partially offset by softness in demand for building products.



COAL



BNSF Railway is one of the largest transporters of low-sulfur coal in the United States. More than 90 percent of all BNSF Railways coal tons originate from the Powder River Basin of Wyoming and Montana.



Coal revenues of $2,916 million for 2006 increased $468 million, or 19
percent, versus a year ago. The revenue increase was primarily driven by a 10-percent increase in volumes resulting from significant customer demand and greater line throughput due to increased network fluidity. Average revenue per car increased 8
percent driven by contractual price escalations, increased length of haul and fuel surcharges.



AGRICULTURAL PRODUCTS



The
Agricultural Products freight business transports agricultural products including corn, wheat, soybeans, bulk foods, fertilizer and other products.



Agricultural Products revenues of $2,427 million for 2006 were $295 million, or 14 percent higher than revenues for 2005. This increase was primarily due to a 7-percent
increase in average revenue per car, which was driven by both price increases and increased fuel surcharges associated with higher fuel prices, and a 6-percent increase in volume driven primarily by an increase in demand for corn.



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##### Table of Contents

OTHER REVENUES



Other revenues increased $26 million, or 11 percent, to $271 million for 2006 compared to 2005. This increase was primarily due to increases in demurrage charges and
volume growth.



EXPENSES



Total operating expenses for 2006 were $11,276 million, an increase of $1,358 million, or 14
percent over 2005. The increase in operating expenses was primarily the result of significant fuel price increases and a 6-percent increase in gross-ton miles handled. Operating expenses for 2005 were impacted by a $71 million pre-tax impairment
charge related to an agreement to sell certain line segments to the State of New Mexico.



COMPENSATION AND BENEFITS



Compensation and benefits includes expenses for BNSF Railway employee compensation and benefit programs. The primary factors influencing the expenses recorded are volume, headcount, utilization, wage rates, incentives earned during the
period, benefit plan participation and pension expenses.



Compensation and
benefits expenses of $3,800 million were $299 million, or 9 percent higher than 2005. The increase was primarily related to 6 percent higher unit volumes, which resulted in a 5-percent increase in the average headcount. Additionally, increased
stock-based compensation expense of approximately $30 million, due largely to the adoption of Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, and increased pension expense of approximately $30 million
contributed to the overall increase in compensation and benefits expense as compared with the prior year.



FUEL



Fuel expense is driven by
market price, the level of locomotive consumption of diesel fuel and the effects of hedging activities.



Fuel expenses of $2,734 million for 2006 were $775 million, or 40 percent, higher than 2005. The increase in fuel expense is due to an increase in the average all-in cost per gallon of diesel fuel, as well as an
increase in consumption driven by higher volumes. The average all-in cost per gallon of diesel fuel increased by 45 cents to $1.85, or $661 million, which is comprised of an increase in the average purchase price of 32 cents, or $471 million, and a
decrease in the hedge benefit of 13 cents, or $190 million (2006 benefit of $341 million less 2005 benefit of $531 million). Consumption in 2006 was 1,478 million gallons compared with 1,402 million gallons in 2005, resulting in a $114
million increase in fuel expense.



PURCHASED SERVICES



Purchased services expense includes ramping (lifting of containers onto and off of cars);
drayage (highway movements to and from railway facilities); maintenance of locomotives, freight cars and equipment; transportation costs over other railroads; technology services outsourcing; insurance costs; professional services; and other
contract services provided to BNSF Railway. The expenses are driven by the rates established in the related contracts and the volume of services required.



Purchased services expenses of $1,894 million for 2006 were $172 million, or 10 percent higher than 2005. This increase was primarily due to increases in the following
volume-related costs: intermodal ramp costs; haulage payments for transportation over other railroads; and locomotive, freight car and equipment maintenance expense.



DEPRECIATION AND AMORTIZATION



Depreciation and amortization expenses for the period are determined by using the group method of depreciation, applying a single rate to the gross investment in a
particular class of property. Due to the capital-intensive nature of BNSF Railways operations, depreciation expense is a significant component of the Companys operating expense. The full effect of inflation is not reflected in operating
expenses since depreciation is based on historical cost.



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##### Table of Contents

Depreciation and amortization expenses of $1,128 million for 2006 were $54 million, or 5 percent higher than 2005. This
increase was primarily due to ongoing capital expenditures.



EQUIPMENT
RENTS



Equipment rents expense includes long-term and short-term
payments primarily for locomotives, freight cars, containers and trailers. The expense is driven primarily by volume, lease and rental rates, utilization of equipment and changes in business mix resulting in equipment usage variances.



Equipment rents expenses for 2006 of $930 million were $44 million, or 5 percent higher than
2005 driven by an increase of approximately $45 million in locomotive rents, which was largely the result of an increase in the number of locomotives under operating leases. Freight car equipment was essentially flat year-over-year due to the impact
of increasing volumes being offset by the impact of the Companys privatization efforts, velocity improvements and an increase in off-line receipts.



MATERIALS AND OTHER



Material expenses consist mainly of the costs involved to purchase mechanical and engineering materials and other items for construction and maintenance of property and
equipment. Other expenses include personal injury claims for which the Company is self-insured, environmental remediation and derailments as well as utilities, impairments of long-lived assets, locomotive overhauls, property and miscellaneous taxes
and employee separation costs. The total is offset by gains on land sales and insurance recoveries.



Materials and other expenses of $790 million for 2006 were $14 million, or 2 percent higher than 2005. The increase was primarily due to higher materials costs for locomotives, freight cars and track structure and
crew transportation and lodging expense, driven largely by volume increases, higher property taxes, relocation costs associated with new hires, partially offset by a $22 million gain from a line sale to the State of New Mexico recorded in 2006.
Expenses for 2005 were impacted by a $71 million pre-tax impairment charge related to an agreement to sell certain line segments to the State of New Mexico.



INTEREST EXPENSE



Interest expense of $113 million for 2006 was $14 million, or 11 percent lower than 2005. This decrease was primarily the result of a lower average debt balance.



INCOME TAXES



The effective rate in 2006 was 37.0 percent compared with 37.6 percent for the prior year. The decrease in the effective tax rate primarily
reflects income tax adjustments, which favorably impacted income tax expense in 2006 by nearly $30 million as compared to 2005.



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##### Table of Contents

OTHER MATTERS



FORWARD-LOOKING INFORMATION



To the extent that statements made by the Company relate to the Companys future economic performance or business outlook, projections or expectations of financial
or operational results, or refer to matters that are not historical facts, such statements are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements involve a number of risks and
uncertainties, and actual performance or results may differ materially. For a discussion of material risks and uncertainties that the Company faces, see the discussion in Item 1A, Risk Factors, of this Annual Report on Form 10-K.
Important factors that could cause actual results to differ materially include, but are not limited to, the following:



 Economic and industry conditions: material adverse changes in economic or industry conditions, both in the United States and globally, changes in customer
demand, effects of adverse economic conditions affecting shippers or BNSF Railways supplier base, adverse economic conditions in the industries and geographic areas that produce and consume freight, competition and consolidation within the
transportation industry, the extent to which BNSF Railway is successful in gaining new long-term relationships with customers or retaining existing ones, changes in fuel prices and other key materials and disruptions in supply chains for these
materials, changes in the securities and capital markets and changes in crew availability, labor costs and labor difficulties, including stoppages affecting either BNSF Railways operations or customers abilities to deliver goods to BNSF
Railway for shipment;



 Legal and regulatory factors: developments
and changes in laws and regulations, including those affecting train operations or the marketing of services, the ultimate outcome of shipper and rate claims subject to adjudication, increased economic regulation of the rail industry, developments
in environmental investigations or proceedings with respect to rail operations or current or past ownership or control of real property, and developments in and losses resulting from other types of claims and litigation, including those relating to
personal injuries, asbestos and other occupational disease, the release of hazardous materials, environmental contamination and damage to property, or relating to rates and services; and



 Operating factors: technical difficulties, changes in operating conditions and costs, changes in business mix, the
availability of equipment and human resources to meet changes in demand, the extent of the Companys ability to achieve its operational and financial initiatives and to contain costs, the effectiveness of steps taken to maintain and improve
operations and velocity and network fluidity, including the management of the amount of traffic on the system to meet demand and the ability to acquire sufficient resources to meet that demand, the ability to expand the capacity of the system,
congestion on other railroads and capacity constraints affecting all links in the transportation chain that feed traffic and goods to BNSF Railways systems, disruptions to BNSF Railways technology network including computer systems and
software, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of BNSF Railways operating systems, structures, or equipment including the effects of acts of terrorism on the
Companys system or other railroads systems.



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. Any corrections or revisions may appear in the Companys public filings with the Securities and Exchange Commission, which are accessible at www.sec.gov, and
on the Companys website at www.bnsf.com, and which investors are advised to consult.



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##### Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk



In the ordinary course of business, BNSF Railway utilizes various financial instruments that inherently have some degree of market risk. The following table summarizes the impact of these hedging activities on the
Companys results of operations (in millions):



|                                                                       |  |      |      |   |      |   |      |  
|---------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|December 31,                                                           |  | 2006 |      |   | 2005 |  
|Fuel-hedge benefit (including ineffective portion of unexpired hedges) |  | $    | 341  |   |      | $ | 531  |  
|                                                                       |  |      |      |   |      |   |      |  
|Total hedge benefit                                                    |  |      | 341  |   |      |   | 531  |  
|Tax effect                                                             |  |      | (131 | ) |      |   | (203 | )
|                                                                       |  |      |      |   |      |   |      |  
|Hedge benefit, net of tax                                              |  | $    | 210  |   |      | $ | 328  |  
|                                                                       |  |      |      |   |      |   |      |  



The Companys fuel-hedge benefit
is due to increases in fuel prices subsequent to the initiation of various hedges. The information presented in Note 3 to the Consolidated Financial Statements describe significant aspects of BNSF Railways financial instrument activities that
have a material market risk. Additionally, the Company uses fuel surcharges, which substantially mitigate the risk of fuel price volatility.



COMMODITY PRICE SENSITIVITY



BNSF Railway engages in hedging activities to partially mitigate the risk of fluctuations in the price of its diesel fuel purchases. Existing hedge transactions as of
December 31, 2006, are based on the front month settlement prices of New York Mercantile Exchange (NYMEX) #2 heating oil (HO), West Texas Intermediate crude oil (WTI), or the HO refining spread (HO-WTI), which is defined as the difference
between HO and WTI. A WTI hedge combined with a HO-WTI hedge will result in the equivalent of a HO hedge. For swaps, BNSF Railway either pays or receives the difference between the hedge price and the actual average price of the hedge commodity
during a specified determination period for a specified number of gallons. For costless collars, if the average hedge commodity price for a specified determination period is greater than the cap price, BNSF Railway receives the difference for a
specified number of gallons. If the average commodity price is less than the floor price, BNSF Railway pays the difference for a specified number of gallons. If the commodity price is between the floor price and the cap price, BNSF Railway neither
makes nor receives a payment. Hedge transactions are generally settled with the counterparty in cash. Based on historical information, BNSF Railway believes there is a significant correlation between the market prices for diesel fuel, WTI and HO.



At December 31, 2006, BNSF Railway had recorded in the Consolidated
Balance Sheet a short-term fuel-hedging asset of $13 million and a short-term hedging liability of $2 million for fuel hedges covering 2007. There was no long-term fuel-hedging asset or liability in the Consolidated Balance Sheet as of
December 31, 2006.



The following table is an estimate of the impact to
earnings that could result from hypothetical price changes during the twelve-month period ending December 31, 2007, and the balance sheet impact from the hypothetical price changes, both based on the Companys hedge position at
December 31, 2006:



|                              |  |                                          |  |                                                      
|----------------------------- |  | ---------------------------------------- |  | -----------------------------------------------------
|Sensitivity Analysis         
|Hedged Commodity Price Change |  | Fuel-Hedge Annual Pre-TaxEarnings Impact |  | Balance Sheet Impact ofChange in Fuel-HedgeFair Value
|10 percent increase           |  | $16 million increase                     |  | $16 million increase                                 
|10 percent decrease           |  | $17 million decrease                     |  | $18 million decrease                                 



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##### Table of Contents

Based on fuel consumption during the twelve-month period ending December 31, 2006, of 1,478 million gallons and
fuel prices during that same period, excluding the impact of the Companys hedging activities, a ten percent increase or decrease in the commodity price per gallon would result in an approximate $272 million increase or decrease, respectively,
in fuel expense (pre-tax) on an annual basis.



At December 31, 2006, 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. Further information on fuel hedges is incorporated
by reference from Note 3 to the Consolidated Financial Statements.



INTEREST RATE SENSITIVITY



From time to time, BNSF
Railway enters into various interest rate hedging transactions for purposes of managing exposure to fluctuations in interest rates and establishing rates in anticipation of future debt issuances. These interest rate hedges are accounted for as cash
flow hedges.



At December 31, 2006, the fair value of BNSF Railways
debt, excluding capital leases, was $835 million. Additionally, the amounts recorded in the Consolidated Balance Sheets for interest rate cash flow hedge transactions were less than $1 million at December 31, 2006.



The following table is an estimate of the impact to earnings and the fair value of the total
debt and interest rate hedges that could result from hypothetical interest rate changes during the twelve-month period ending December 31, 2007, based on debt levels and outstanding hedges as of December 31, 2006:



|                                      |            |                      |                      |                    
|------------------------------------- | ---------- | -------------------- | -------------------- | -------------------
|Sensitivity Analysis                 
|Hypothetical Change in Interest Rates |            | Change in Fair Value
|                                      | Total Debt |                      | Interest Rate Hedges
|1 percent decrease                    |            | $66 million increase |                      | $4 million decrease
|1 percent increase                    |            | $58 million decrease |                      | $3 million increase



Further information on interest rate
hedges is incorporated by reference from Note 3 to the Consolidated Financial Statements. Information on the Companys debt, which may be sensitive to interest rate fluctuations, is incorporated by reference from Note 9 to the Consolidated
Financial Statements.



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##### Table of Contents

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                                                |  | 19   
|Consolidated Statements of Income for the three years ended December 31, 2006                          |  | 20   
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                           |  | 21   
|Consolidated Statements of Cash Flows for the three years ended December 31, 2006                      |  | 22   
|Consolidated Statements of Changes in Stockholders Equity for the three years ended December 31, 2006 |  | 23   
|Notes to Consolidated Financial Statements                                                             |  | 24-57



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##### Table of Contents

Report of Independent Registered Public Accounting Firm



To the Shareholder and Board of Directors of BNSF Railway Company



In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of BNSF Railway Company and its subsidiaries (the Company) at December 31, 2006 and
2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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. An audit 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, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP



Fort
Worth, Texas

February 13, 2007



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##### Table of Contents

BNSF RAILWAY COMPANY AND SUSBSIDIARIES



Consolidated Statements of Income

In millions



|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|Year ended December 31,          |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Revenues                         |  | $    | 14,811 |   |      | $ | 12,846 |      |  | $ | 10,857 |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Operating expenses:              |  |      |        |   |      |   |        |      |  |   |        |  
|Compensation and benefits        |  |      | 3,800  |   |      |   | 3,501  |      |  |   | 3,313  |  
|Fuel                             |  |      | 2,734  |   |      |   | 1,959  |      |  |   | 1,335  |  
|Purchased services               |  |      | 1,894  |   |      |   | 1,722  |      |  |   | 1,476  |  
|Depreciation and amortization    |  |      | 1,128  |   |      |   | 1,074  |      |  |   | 1,011  |  
|Equipment rents                  |  |      | 930    |   |      |   | 886    |      |  |   | 790    |  
|Materials and other              |  |      | 790    |   |      |   | 776    |      |  |   | 1,223  |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Total operating expenses         |  |      | 11,276 |   |      |   | 9,918  |      |  |   | 9,148  |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Operating income                 |  |      | 3,535  |   |      |   | 2,928  |      |  |   | 1,709  |  
|Interest expense                 |  |      | 113    |   |      |   | 127    |      |  |   | 128    |  
|Interest income, related parties |  |      | (162   | ) |      |   | (85    | )    |  |   | (33    | )
|Other expense, net               |  |      | 39     |   |      |   | 35     |      |  |   | 2      |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Income before income taxes       |  |      | 3,545  |   |      |   | 2,851  |      |  |   | 1,612  |  
|Income tax expense               |  |      | 1,311  |   |      |   | 1,073  |      |  |   | 612    |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Net income                       |  | $    | 2,234  |   |      | $ | 1,778  |      |  | $ | 1,000  |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  



See
accompanying Notes to Consolidated Financial Statements.



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BNSF RAILWAY COMPANY AND SUBSIDIARIES



Consolidated Balance Sheets

Dollars in millions, shares in thousands



|                                                                                                |  |      |        |   |      |   |        |  
|----------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|December 31,                                                                                    |  | 2006 |        |   | 2005 |  
|Assets                                                                                          |  |      |        |   |      |   |        |  
|Current assets:                                                                                 |  |      |        |   |      |   |        |  
|Cash and cash equivalents                                                                       |  | $    | 20     |   |      | $ | 24     |  
|Accounts receivable, net                                                                        |  |      | 871    |   |      |   | 656    |  
|Materials and supplies                                                                          |  |      | 488    |   |      |   | 396    |  
|Current portion of deferred income taxes                                                        |  |      | 337    |   |      |   | 203    |  
|Current portion of fuel-hedging asset                                                           |  |      | 13     |   |      |   | 303    |  
|Other current assets                                                                            |  |      | 272    |   |      |   | 322    |  
|                                                                                                |  |      |        |   |      |   |        |  
|Total current assets                                                                            |  |      | 2,001  |   |      |   | 1,904  |  
|Property and equipment, net                                                                     |  |      | 27,626 |   |      |   | 26,500 |  
|Other assets                                                                                    |  |      | 1,906  |   |      |   | 1,972  |  
|Intercompany notes receivable, net                                                              |  |      | 3,282  |   |      |   | 2,617  |  
|                                                                                                |  |      |        |   |      |   |        |  
|Total assets                                                                                    |  | $    | 34,815 |   |      | $ | 32,993 |  
|                                                                                                |  |      |        |   |      |   |        |  
|Liabilities and Stockholders Equity                                                            |  |      |        |   |      |   |        |  
|Current liabilities:                                                                            |  |      |        |   |      |   |        |  
|Accounts payable and other current liabilities                                                  |  | $    | 2,920  |   |      | $ | 2,876  |  
|Long-term debt due within one year                                                              |  |      | 173    |   |      |   | 456    |  
|                                                                                                |  |      |        |   |      |   |        |  
|Total current liabilities                                                                       |  |      | 3,093  |   |      |   | 3,332  |  
|Long-term debt                                                                                  |  |      | 1,215  |   |      |   | 1,279  |  
|Deferred income taxes                                                                           |  |      | 8,211  |   |      |   | 7,896  |  
|Casualty and environmental liabilities                                                          |  |      | 830    |   |      |   | 878    |  
|Minimum pension liability                                                                       |  |      |       |   |      |   | 417    |  
|Pension and retiree health and welfare liability                                                |  |      | 604    |   |      |   |       |  
|Employee separation costs                                                                       |  |      | 86     |   |      |   | 107    |  
|Other liabilities                                                                               |  |      | 1,231  |   |      |   | 1,538  |  
|                                                                                                |  |      |        |   |      |   |        |  
|Total liabilities                                                                               |  |      | 15,270 |   |      |   | 15,447 |  
|                                                                                                |  |      |        |   |      |   |        |  
|Commitments and contingencies (see Notes 3, 9 and 10)                                           |  |      |        |   |      |   |        |  
|Stockholders equity:                                                                           |  |      |        |   |      |   |        |  
|Common stock, $1 par value, 1,000 shares authorized; issued and outstanding and paid-in-capital |  |      | 6,286  |   |      |   | 6,286  |  
|Retained earnings                                                                               |  |      | 13,545 |   |      |   | 11,311 |  
|Accumulated other comprehensive loss                                                            |  |      | (286   | ) |      |   | (51    | )
|                                                                                                |  |      |        |   |      |   |        |  
|Total stockholders equity                                                                      |  |      | 19,545 |   |      |   | 17,546 |  
|                                                                                                |  |      |        |   |      |   |        |  
|Total liabilities and stockholders equity                                                      |  | $    | 34,815 |   |      | $ | 32,993 |  
|                                                                                                |  |      |        |   |      |   |        |  



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 December 31,                                                           |  | 2006 |        |   | 2005 |   |        | 2004 | 
|Operating Activities                                                              |  |      |        |   |      |   |        |      |  |   |        |  
|Net income                                                                        |  | $    | 2,234  |   |      | $ | 1,778  |      |  | $ | 1,000  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |        |   |      |   |        |      |  |   |        |  
|Depreciation and amortization                                                     |  |      | 1,128  |   |      |   | 1,074  |      |  |   | 1,011  |  
|Deferred income taxes                                                             |  |      | 328    |   |      |   | 209    |      |  |   | 238    |  
|Employee separation costs paid                                                    |  |      | (27    | ) |      |   | (30    | )    |  |   | (33    | )
|Long-term casualty and environmental liabilities, net                             |  |      | (55    | ) |      |   | (71    | )    |  |   | 477    |  
|Other, net                                                                        |  |      | (267   | ) |      |   | (212   | )    |  |   | (125   | )
|Changes in current assets and liabilities:                                        |  |      |        |   |      |   |        |      |  |   |        |  
|Accounts receivable, net                                                          |  |      | (215   | ) |      |   | (141   | )    |  |   | (61    | )
|Change in accounts receivable sales program                                       |  |      |       |   |      |   | (350   | )    |  |   | 25     |  
|Materials and supplies                                                            |  |      | (92    | ) |      |   | (57    | )    |  |   | (73    | )
|Other current assets                                                              |  |      | 52     |   |      |   | 13     |      |  |   | (123   | )
|Accounts payable and other current liabilities                                    |  |      | 119    |   |      |   | 432    |      |  |   | 267    |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Net cash provided by operating activities                                         |  |      | 3,205  |   |      |   | 2,645  |      |  |   | 2,603  |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Investing Activities                                                              |  |      |        |   |      |   |        |      |  |   |        |  
|Capital expenditures                                                              |  |      | (2,014 | ) |      |   | (1,750 | )    |  |   | (1,526 | )
|Other, net                                                                        |  |      | (63    | ) |      |   | (271   | )    |  |   | (66    | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Net cash used for investing activities                                            |  |      | (2,077 | ) |      |   | (2,021 | )    |  |   | (1,592 | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Financing Activities                                                              |  |      |        |   |      |   |        |      |  |   |        |  
|Payments on long-term debt                                                        |  |      | (467   | ) |      |   | (164   | )    |  |   | (305   | )
|Net change in intercompany notes receivable and payable                           |  |      | (665   | ) |      |   | (758   | )    |  |   | (404   | )
|Other, net                                                                        |  |      |       |   |      |   | 1      |      |  |   | 1      |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Net cash used for financing activities                                            |  |      | (1,132 | ) |      |   | (921   | )    |  |   | (708   | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Increase (decrease) in cash and cash equivalents                                  |  |      | (4     | ) |      |   | (297   | )    |  |   | 303    |  
|Cash and cash equivalents:                                                        |  |      |        |   |      |   |        |      |  |   |        |  
|Beginning of year                                                                 |  |      | 24     |   |      |   | 321    |      |  |   | 18     |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|End of year                                                                       |  | $    | 20     |   |      | $ | 24     |      |  | $ | 321    |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Supplemental Cash Flow Information                                                |  |      |        |   |      |   |        |      |  |   |        |  
|Interest paid, net of amounts capitalized                                         |  | $    | 110    |   |      | $ | 125    |      |  | $ | 161    |  
|Income taxes paid, net of refunds                                                 |  | $    | 1,009  |   |      | $ | 636    |      |  | $ | 255    |  
|Non-cash asset financing                                                          |  | $    | 109    |   |      | $ | 68     |      |  | $ | 104    |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |        |  



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 StockandPaid-in-Capital |       | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalStockholdersEquity |  
|Balance at December 31, 2003                                                   |  | $                              | 6,286 |                  | $ | 8,533                                      |  | $ | (134                     | ) |  | $ | 14,685 |  
|Comprehensive income:                                                          |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                                |      |                  |   | 1,000                                      |  |   |                         |   |  |   | 1,000  |  
|Minimum pension liability adjustment, net of tax expense of $3                 |  |                                |      |                  |   |                                           |  |   | 3                        |   |  |   | 3      |  
|Fuel mark-to-market, net of tax expense of $85                                 |  |                                |      |                  |   |                                           |  |   | 138                      |   |  |   | 138    |  
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                                |      |                  |   | 1,000                                      |  |   | 141                      |   |  |   | 1,141  |  
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2004                                                   |  |                                | 6,286 |                  |   | 9,533                                      |  |   | 7                        |   |  |   | 15,826 |  
|Comprehensive income:                                                          |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                                |      |                  |   | 1,778                                      |  |   |                         |   |  |   | 1,778  |  
|Minimum pension liability adjustment, net of tax benefit $25                   |  |                                |      |                  |   |                                           |  |   | (39                      | ) |  |   | (39    | )
|Fuel mark-to-market, net of tax benefit of $12                                 |  |                                |      |                  |   |                                           |  |   | (19                      | ) |  |   | (19    | )
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                                |      |                  |   | 1,778                                      |  |   | (58                      | ) |  |   | 1,720  |  
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2005                                                   |  |                                | 6,286 |                  |   | 11,311                                     |  |   | (51                      | ) |  |   | 17,546 |  
|Comprehensive income:                                                          |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Net income                                                                     |  |                                |      |                  |   | 2,234                                      |  |   |                         |   |  |   | 2,234  |  
|Minimum pension liability adjustment, net of tax expense of $24                |  |                                |      |                  |   |                                           |  |   | 40                       |   |  |   | 40     |  
|Fuel/interest hedge mark-to-market and other items, net of tax benefit of $125 |  |                                |      |                  |   |                                           |  |   | (199                     | ) |  |   | (199   | )
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Total comprehensive income                                                     |  |                                |      |                  |   | 2,234                                      |  |   | (159                     | ) |  |   | 2,075  |  
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Adjustment to initially apply SFAS No. 158, net of tax benefit of $48          |  |                                |      |                  |   |                                           |  |   | (76                      | ) |  |   | (76    | )
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  
|Balance at December 31, 2006                                                   |  | $                              | 6,286 |                  | $ | 13,545                                     |  | $ | (286                     | ) |  | $ | 19,545 |  
|                                                                               |  |                                |       |                  |   |                                            |  |   |                          |   |  |   |        |  



See
accompanying Notes to Consolidated Financial Statements.



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##### Table of Contents

BURLINGTON NORTHERN SANTA FE CORPORATION 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 Corporation (BNSF). BNSF Railway operates one of the largest railroad networks in North America with approximately 32,000 route miles in 28 states and two Canadian
provinces. Through one operating transportation services segment, BNSF Railway transports a wide range of products and commodities including the transportation of Consumer Products, Industrial Products, Coal and Agricultural Products, derived from
manufacturing, agricultural and natural resource industries, which constituted 38 percent, 25 percent, 20 percent and 17 percent, respectively, of total freight revenues for the year ended December 31, 2006.



BNSF Railway was formerly known as the Burlington Northern Railroad Company (BNRR). On
December 31, 1996, The Atchison, Topeka and Santa Fe Railway Company (ATSF) merged with and into BNRR and the name of the surviving entity, BNRR, was changed to The Burlington Northern and Santa Fe Railway Company. On January 2, 1998, BNSF
Railways parent, Santa Fe Pacific Corporation (SFP), merged with and into BNSF Railway. On January 20, 2005, The Burlington Northern and Santa Fe Railway Company changed its name to BNSF Railway Company.



2. Significant Accounting Policies



PRINCIPLES OF CONSOLIDATION



The Consolidated Financial Statements include the accounts of BNSF Railway. All significant
intercompany accounts and transactions have been eliminated. The Company evaluates its less than majority-owned investments for consolidation pursuant to Financial Accounting Standards Board (FASB) Interpretation No. 46R (FIN 46R),
Consolidation of Variable Interest Entities. Since the effective date of FIN 46R of March 31, 2004, the Company has had one minor investment, San Jacinto Rail Limited Partnership, that has been consolidated under FIN
46R (see Note 7 to the Consolidated Financial Statements for additional information regarding the Partnership).



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



ACCOUNTS RECEIVABLE, NET



Accounts receivable, net includes accounts receivable reduced by an allowance for bill
adjustments and uncollectible accounts. The allowance for bill adjustments and uncollectible accounts is based on historical experience as well as any known trends or uncertainties related to customer billing and account collectibility.



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##### Table of Contents

CASH AND CASH EQUIVALENTS



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



MATERIALS AND SUPPLIES



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



PROPERTY AND EQUIPMENT, NET



Property and equipment 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. Upon normal sale or retirement of
certain depreciable railroad property, cost less net salvage value is charged to accumulated depreciation, and no gain or loss is recognized. The disposals of land and non-rail property as well as significant premature retirements are recorded as
gains or losses at the time of their occurrence.



The Company self-constructs
portions of its track structure and rebuilds certain classes of rolling stock. In addition to direct labor and material, certain indirect costs are capitalized. Expenditures that significantly increase asset values or extend useful lives are
capitalized. Repair and maintenance expenditures are charged to operating expense when the work is performed. Property and equipment are stated at cost.



The Company 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.



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.



ENVIRONMENTAL LIABILITIES



Liabilities for
environmental cleanup costs are initially recorded when BNSF Railways liability for environmental cleanup is both probable and reasonably estimable. BNSF Railway utilizes a third-party actuary to assist the Company in estimating substantially
all of its environmental liabilities. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Estimates for these liabilities are undiscounted.



PERSONAL INJURY CLAIMS



Liabilities for personal injury claims are initially recorded when the expected loss is both
probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. The liability and ultimate expense projections are developed with the
assistance of third parties. 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.



25



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##### Table of Contents

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. 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.



STOCK-BASED COMPENSATION



Under various stock incentive plans, BNSF has granted options to BNSF Railway employees to purchase BNSF common stock at a price not less than fair market value at the
date of grant. Certain employees of the Company also participate in BNSFs other long-term incentive plans including, among other things, restricted stock and a discounted stock purchase program. The Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123R, Share-Based Payment, on January 1, 2006. This statement requires BNSF Railway to recognize the cost of employee services received in exchange for BNSFs equity instruments. Under SFAS
No. 123R, BNSF Railway is required to record compensation expense over an awards vesting period based on the awards fair value at the date of grant. BNSF Railway has elected to adopt SFAS No. 123R on a modified prospective
basis; accordingly, the financial statements for periods prior to January 1, 2006, do not include compensation cost calculated under the fair value method. Since the adoption of this new guidance, there have been no significant changes in the
quantity or types of instruments used in stock-based compensation programs, nor have there been any significant changes in the terms of existing stock-based compensation arrangements. The Company did, however, record a favorable cumulative
adjustment for estimated forfeitures of $3 million, which, due to its immateriality, was included as a reduction to compensation expense in the first quarter of 2006.



Prior to January 1, 2006, the Company applied Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees,
and, therefore, recorded the intrinsic value of stock-based compensation as expense. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation (in millions) prior to January 1, 2006:



|                                                                                                                     |  |      |       |   |      |   |       |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|Year ended December 31,                                                                                              |  | 2005 |       |   | 2004 |  
|Net income, as reported                                                                                              |  | $    | 1,778 |   |      | $ | 1,000 |  
|Stock-based employee compensation expense included in reported net income, net of related tax effects                |  |      | 23    |   |      |   | 19    |  
|Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects |  |      | (42   | ) |      |   | (41   | )
|                                                                                                                     |  |      |       |   |      |   |       |  
|Pro forma net income                                                                                                 |  | $    | 1,759 |   |      | $ | 978   |  
|                                                                                                                     |  |      |       |   |      |   |       |  



EMPLOYEE BENEFIT PLANS



BNSF Railway uses a third-party actuary to assist the Company in
estimating liabilities and expenses for the 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.



RECLASSIFICATIONS



Certain comparative prior year amounts in the Consolidated Financial Statements and
accompanying notes have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported operating income or net income.



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##### Table of Contents

3. Hedging Activities



The Company uses derivatives to hedge against increases in diesel fuel prices and interest rates. The Company formally documents the relationship between the hedging
instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives that are designated as cash flow hedges to specific assets or
liabilities on the balance sheet, commitments or forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the changes
in cash flows. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in accumulated other comprehensive loss (AOCL) as a separate component
of stockholders equity and reclassified into earnings in the period during which the hedge transaction affects earnings.



BNSF Railway monitors its hedging positions and credit ratings of its counterparties and does not anticipate losses due to counterparty nonperformance.



FUEL



Fuel costs represented 24 percent, 20 percent and 15 percent of total operating expenses during 2006, 2005 and 2004, respectively. Due to
the significance of diesel fuel expenses to the operations of BNSF Railway and the historical volatility of fuel prices, the Company has entered into hedges to partially mitigate the risk of fluctuations in the price of its diesel fuel purchases.
The fuel hedges include the use of derivatives that are accounted for as cash flow hedges. The hedging is intended to protect the Companys operating margins and overall profitability from adverse fuel price changes by entering into fuel-hedge
instruments based on managements evaluation of current and expected diesel fuel price trends. However, to the extent the Company hedges portions of its fuel purchases, it may not realize the impact of decreases in fuel prices. Conversely, to
the extent the Company does not hedge portions of its fuel purchases, it may be adversely affected by increases in fuel prices. Based on fuel consumption during 2006 and excluding the impact of the hedges, each one-cent increase in the price of fuel
per gallon would result in approximately $15 million of additional fuel expense on an annual basis.



TOTAL FUEL-HEDGING ACTIVITIES



As of
December 31, 2006, BNSF Railways total fuel hedging positions covered approximately 7 percent of estimated fuel purchases for 2007. Hedge positions are closely monitored to ensure that they will not exceed actual fuel requirements in any
period.



The amounts recorded in the Consolidated Statements of Income for
fuel-hedge transactions were as follows (in millions):



|                                        |  |      |      |   |      |   |      |      |  |   |      |  
|--------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|Year ended December 31,                 |  | 2006 |      |   | 2005 |   |      | 2004 | 
|Hedge benefit                           |  | $    | 342  |   |      | $ | 535  |      |  | $ | 337  |  
|Ineffective portion of unexpired hedges |  |      | (1   | ) |      |   | (4   | )    |  |   | 1    |  
|Tax effect                              |  |      | (131 | ) |      |   | (203 | )    |  |   | (130 | )
|                                        |  |      |      |   |      |   |      |      |  |   |      |  
|Hedge benefit, net of tax               |  | $    | 210  |   |      | $ | 328  |      |  | $ | 208  |  
|                                        |  |      |      |   |      |   |      |      |  |   |      |  



The amounts recorded in the
Consolidated Balance Sheets for fuel-hedge transactions were as follows (in millions):



|                                          |  |      |    |   |      |   |      |  
|----------------------------------------- |  | ---- | -- | - | ---- | - | ---- | -
|December 31,                              |  | 2006 |    |   | 2005 |  
|Short-term fuel-hedging asset             |  | $    | 13 |   |      | $ | 303  |  
|Long-term fuel-hedging asset              |  |      |   |   |      |   | 33   |  
|Short-term fuel-hedging liability         |  |      | (2 | ) |      |   |     |  
|Ineffective portion of unexpired hedges   |  |      | 1  |   |      |   |     |  
|Tax effect                                |  |      | (4 | ) |      |   | (129 | )
|                                          |  |      |    |   |      |   |      |  
|Amount included in AOCL, net of tax       |  | $    | 8  |   |      | $ | 207  |  
|                                          |  |      |    |   |      |   |      |  
|Settled fuel-hedging contracts receivable |  | $    | 37 |   |      | $ | 143  |  



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BNSF Railway measures the fair value of hedges from data provided by various external counterparties. To value a swap,
the Company uses the forward commodity price for the period hedged. The fair values of costless collars are calculated and provided by the corresponding counterparties.



NEW YORK MERCANTILE EXCHANGE (NYMEX) #2 HEATING OIL (HO) HEDGES



As of December 31, 2006, BNSF Railway had entered into fuel swaps and costless collar
agreements utilizing NYMEX #2 HO. The hedge prices do not include taxes, transportation costs, certain other fuel handling costs and any differences that may occur between the prices of HO and the purchase price of BNSF Railways diesel fuel.
Over the twelve months ended December 31, 2006, the sum of all such costs averaged approximately 25 cents per gallon.



During 2006, the Company converted approximately 129 million gallons of West Texas Intermediate (WTI) collars into HO swaps at an average price of approximately
$0.97 per gallon, all of which expired during 2006. Additionally, during 2006, the Company entered into fuel swap agreements for 2007 utilizing HO to hedge the equivalent of approximately 56 million gallons of fuel at an average price of
approximately $2.11 per gallon. During the year, the Company also entered into fuel collar agreements for 2007 utilizing HO to hedge the equivalent of approximately 9 million gallons of fuel at an average floor price of $1.79 per gallon and an
average ceiling price of $1.95 per gallon.



The following table provides
fuel-hedge data based on the quarter being hedged for all HO fuel hedges outstanding at December 31, 2006. As of December 31, 2006, there were no HO hedge positions beyond the fourth quarter of 2007.



|                                 |  |                |       |          |   |       |               |  |   |              |   |  |        |       |   |  |   |       |  
|-------------------------------- |  | -------------- | ----- | -------- | - | ----- | ------------- |  | - | ------------ | - |  | ------ | ----- | - |  | - | ----- | -
|                                 |  | Quarter Ending |       |          |   |      
|2007                             |  | March 31,      |       | June 30, |   |       | September 30, |  |   | December 31, |   |  | Annual |      
|HO Swaps                         |  |                |       |          |   |       |               |  |   |              |   |  |        |       |   |  |   |       |  
|Gallons hedged (in millions)     |  |                |      |          |   | 17.85 |               |  |   | 18.90        |   |  |        | 18.90 |   |  |   | 55.65 |  
|Average swap price (per gallon)  |  | $              |      |          | $ | 2.06  |               |  | $ | 2.11         |   |  | $      | 2.17  |   |  | $ | 2.11  |  
|Fair value (in millions)         |  | $              |      |          | $ | (6    | )             |  | $ | (5           | ) |  | $      | (5    | ) |  | $ | (16   | )
|                                 |  |                |       |          |  
|HO Collars                       |  |                |       |          |   |       |               |  |   |              |   |  |        |       |   |  |   |       |  
|Gallons hedged (in millions)     |  |                | 31.50 |          |   | 9.45  |               |  |   |             |   |  |        |      |   |  |   | 40.95 |  
|Average cap price (per gallon)   |  | $              | 0.93  |          | $ | 1.95  |               |  | $ |             |   |  | $      |      |   |  | $ | 1.17  |  
|Average floor price (per gallon) |  | $              | 0.86  |          | $ | 1.79  |               |  | $ |             |   |  | $      |      |   |  | $ | 1.07  |  
|Fair value (in millions)         |  | $              | 23    |          | $ |      |               |  | $ |             |   |  | $      |      |   |  | $ | 23    |  



WTI CRUDE OIL HEDGES



In addition, BNSF Railway enters into fuel costless collar
agreements utilizing WTI crude oil. The hedge prices do not include taxes, transportation costs, certain other fuel handling costs and any differences that may occur between the prices of WTI and the purchase price of BNSF Railways diesel
fuel, including refining costs. Over the twelve months ended December 31, 2006, the sum of all such costs averaged approximately 51 cents per gallon.



No additional WTI hedges were entered into during 2006. However, the Company converted approximately 129 million gallons of WTI collars into HO swaps as discussed in
the NYMEX #2 HO Hedges section. All of the converted swaps had expired by December 31, 2006.



28



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The following table provides fuel-hedge data based on the quarter being hedged for all WTI fuel hedges outstanding at
December 31, 2006. There are no WTI positions beyond the first quarter of 2007.



|                                        |  |                |       |          |   |               |  |              |   |        |   |   |  |   |      
|--------------------------------------- |  | -------------- | ----- | -------- | - | ------------- |  | ------------ | - | ------ | - | - |  | - | -----
|                                        |  | Quarter Ending |       |         
|2007                                    |  | March 31,      |       | June 30, |   | September 30, |  | December 31, |   | Annual
|WTI Collars                             |  |                |       |          |   |               |  |              |   |        |   |   |  |   |      
|Barrels hedged (in thousands)           |  |                | 150   |          |   |              |  |              |  |        |   |  |  |   | 150  
|Equivalent gallons hedged (in millions) |  |                | 6.30  |          |   |              |  |              |  |        |   |  |  |   | 6.30 
|Average cap price (per barrel)          |  | $              | 33.00 |          | $ |              |  | $            |  |        | $ |  |  | $ | 33.00
|Average floor price (per barrel)        |  | $              | 29.00 |          | $ |              |  | $            |  |        | $ |  |  | $ | 29.00
|Fair value (in millions)                |  | $              | 4     |          | $ |              |  | $            |  |        | $ |  |  | $ | 4    



NYMEX #2 HO REFINING SPREAD
HEDGES (HO-WTI)



During 2006, the Company entered into fuel swap
agreements utilizing the HO-WTI to hedge the equivalent of approximately 66 million gallons of fuel with an average swap price $10.20 per barrel. HO-WTI is the difference in price between HO and WTI; therefore, a HO-WTI swap in combination with
a WTI swap is equivalent to a HO swap. No HO-WTI fuel hedges were outstanding as of December 31, 2006.



SUMMARIZED COMPARATIVE PRIOR YEAR INFORMATION



The following table provides summarized comparative information for hedge transactions outstanding as of December 31, 2005.



|                                        |  |              |        |   |      |   |      
|--------------------------------------- |  | ------------ | ------ | - | ---- | - | -----
|                                        |  | December 31,
|Year ending,                            |  | 2006         |        |   | 2007
|HO Swaps                                |  |              |        |   |      |   |      
|Gallons hedged (in millions)            |  |              | 18.90  |   |      |   |     
|Average swap price (per gallon)         |  | $            | 1.08   |   |      | $ |     
|Fair value (in millions)                |  | $            | 13     |   |      | $ |     
|                                        |  |             
|HO Collars                              |  |              |        |   |      |   |      
|Gallons hedged (in millions)            |  |              | 97.65  |   |      |   | 31.50
|Average cap price (per gallon)          |  | $            | 0.93   |   |      | $ | 0.93 
|Average floor price (per gallon)        |  | $            | 0.86   |   |      | $ | 0.86 
|Fair value (in millions)                |  | $            | 82     |   |      | $ | 28   
|                                        |  |             
|WTI Swaps                               |  |              |        |   |      |   |      
|Barrels hedged (in thousands)           |  |              | 2,400  |   |      |   |     
|Equivalent gallons hedged (in millions) |  |              | 100.80 |   |      |   |     
|Average swap price (per barrel)         |  | $            | 24.83  |   |      | $ |     
|Fair value (in millions)                |  | $            | 89     |   |      | $ |     
|                                        |  |             
|WTI Collars                             |  |              |        |   |      |   |      
|Barrels hedged (in thousands)           |  |              | 3,900  |   |      |   | 150  
|Equivalent gallons hedged (in millions) |  |              | 163.80 |   |      |   | 6.30 
|Average cap price (per barrel)          |  | $            | 30.30  |   |      | $ | 33.00
|Average floor price (per barrel)        |  | $            | 25.84  |   |      | $ | 29.00
|Fair value (in millions)                |  | $            | 123    |   |      | $ | 5    
|                                        |  |             
|HO-WTI Swaps                            |  |              |        |   |      |   |      
|Barrels hedged (in thousands)           |  |              | 1,350  |   |      |   |     
|Equivalent gallons hedged (in millions) |  |              | 56.70  |   |      |   |     
|Average swap price (per barrel)         |  | $            | 15.69  |   |      | $ |     
|Fair value (in millions)                |  | $            | (4     | ) |      | $ |     



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INTEREST RATE



From time to time, the Company enters into various interest rate hedging transactions for the purpose of managing exposure to fluctuations in interest rates and
establishing rates in anticipation of future debt issuances. The Company uses treasury locks as part of its interest rate risk management strategy.



CASH FLOW INTEREST RATE HEDGES



In anticipation of a future refinancing of several leveraged leases, the Company entered into five treasury locks during 2006 having an aggregate notional amount of $130
million to fix the interest rate inherent in the operating lease payment. These treasury locks are expected to be unwound during 2007, and any gain or loss on these hedges will be amortized to equipment rents over the remaining life of the
refinanced operating leases. These transactions are accounted for as cash flow hedges and have a weighted-average locked-in rate of 4.7 percent.



The amounts recorded in the Consolidated Balance Sheets for interest rate cash flow hedge transactions, which represent the fair value of unexpired hedges, were less than
$1 million at December 31, 2006.



4. Other Expense, Net



Other expense, net includes the following (in millions):



|                                                      |  |      |    |      |   |      |  |   |     |  
|----------------------------------------------------- |  | ---- | -- | ---- | - | ---- |  | - | --- | -
|Year ended December 31,                               |  | 2006 |    | 2005 |   | 2004 | 
|Accounts receivable sale fees                         |  | $    | 23 |      | $ | 15   |  | $ | 10  |  
|Loss from participation in synthetic fuel partnership |  |      | 9  |      |   | 14   |  |   | 3   |  
|Miscellaneous, net                                    |  |      | 7  |      |   | 6    |  |   | (11 | )
|                                                      |  |      |    |      |   |      |  |   |     |  
|Total                                                 |  | $    | 39 |      | $ | 35   |  | $ | 2   |  
|                                                      |  |      |    |      |   |      |  |   |     |  



The increase in other expense, net was
predominantly due to higher accounts receivable sales fees driven primarily by higher interest rates, partially offset by a decrease in losses on BNSF Railways participation in a synthetic fuel partnership.



During the fourth quarter of 2004, BNSF Railway indirectly purchased a 4.17 percent ownership
of a synthetic fuel partnership through a 50 percent interest in a limited liability company with an unrelated entity. The synthetic fuel partnership generates Section 29 synthetic fuel tax credits, which reduce the Companys effective tax
rate (see Note 5 to the Consolidated Financial Statements for additional information). In 2006, 2005 and 2004, BNSF Railway received a tax benefit from its participation in the partnership of approximately $11 million, $16 million and $4 million,
respectively, related to the fuel tax credits and the deduction of partnership operating losses. In 2006, 2005 and 2004, the Company recorded approximately $9 million, $14 million and $3 million, respectively, of other expense, net related to the
Companys share of the partnerships losses under the equity method of accounting. The partnership does not qualify for consolidation under FIN 46R, as BNSF Railway is not the primary beneficiary of the partnership. The Companys
maximum future exposure to loss related to the activities of the synthetic fuel partnership is based upon the actual synthetic fuel produced by the partnership and is estimated to equal approximately $16 million. However, the Company believes that
any losses will be more than offset by the synthetic fuel tax credits.



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##### Table of Contents

5. Income Taxes



Income tax expense was as follows (in millions):



|                        |  |      |       |      |   |       |  |   |    
|----------------------- |  | ---- | ----- | ---- | - | ----- |  | - | ---
|Year ended December 31, |  | 2006 |       | 2005 |   | 2004 
|Current:                |  |      |       |      |   |       |  |   |    
|Federal                 |  | $    | 869   |      | $ | 763   |  | $ | 324
|State                   |  |      | 114   |      |   | 101   |  |   | 50 
|                        |  |      |       |      |   |       |  |   |    
|Total current           |  |      | 983   |      |   | 864   |  |   | 374
|                        |  |      |       |      |   |       |  |   |    
|Deferred:               |  |      |       |      |   |       |  |   |    
|Federal                 |  |      | 314   |      |   | 179   |  |   | 217
|State                   |  |      | 14    |      |   | 30    |  |   | 21 
|                        |  |      |       |      |   |       |  |   |    
|Total deferred          |  |      | 328   |      |   | 209   |  |   | 238
|                        |  |      |       |      |   |       |  |   |    
|Total                   |  | $    | 1,311 |      | $ | 1,073 |  | $ | 612
|                        |  |      |       |      |   |       |  |   |    



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



|                                               |  |      |   |  |      |   |  |      |  
|---------------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|Year ended December 31,                        |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Federal statutory income tax rate              |  | 35.0 | % |  | 35.0 | % |  | 35.0 | %
|State income taxes, net of federal tax benefit |  | 2.5  |   |  | 3.0  |   |  | 3.0  |  
|Tax law change                                 |  | (0.2 | ) |  |     |   |  |     |  
|Synthetic fuel credits                         |  | (0.2 | ) |  | (0.4 | ) |  | (0.2 | )
|Other, net                                     |  | (0.1 | ) |  |     |   |  | 0.1  |  
|                                               |  |      |   |  |      |   |  |      |  
|Effective tax rate                             |  | 37.0 | % |  | 37.6 | % |  | 37.9 | %
|                                               |  |      |   |  |      |   |  |      |  



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



|                                                |  |      |        |   |      |   |        |  
|----------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|December 31,                                    |  | 2006 |        |   | 2005 |  
|Deferred tax liabilities:                       |  |      |        |   |      |   |        |  
|Depreciation and amortization                   |  | $    | (8,637 | ) |      | $ | (8,386 | )
|Hedging                                         |  |      | (12    | ) |      |   | (137   | )
|Other                                           |  |      | (210   | ) |      |   | (213   | )
|                                                |  |      |        |   |      |   |        |  
|Total deferred tax liabilities                  |  |      | (8,859 | ) |      |   | (8,736 | )
|                                                |  |      |        |   |      |   |        |  
|Deferred tax assets:                            |  |      |        |   |      |   |        |  
|Casualty and environmental                      |  |      | 313    |   |      |   | 341    |  
|Pension and retiree health and welfare benefits |  |      | 247    |   |      |   | 245    |  
|Compensation and benefits                       |  |      | 157    |   |      |   | 133    |  
|Employee separation costs                       |  |      | 39     |   |      |   | 49     |  
|Other                                           |  |      | 229    |   |      |   | 275    |  
|                                                |  |      |        |   |      |   |        |  
|Total deferred tax assets                       |  |      | 985    |   |      |   | 1,043  |  
|                                                |  |      |        |   |      |   |        |  
|Net deferred tax liability                      |  | $    | (7,874 | ) |      | $ | (7,693 | )
|                                                |  |      |        |   |      |   |        |  
|Non-current deferred income tax liability       |  | $    | (8,211 | ) |      | $ | (7,896 | )
|Current portion of deferred income taxes        |  |      | 337    |   |      |   | 203    |  
|                                                |  |      |        |   |      |   |        |  
|Net deferred tax liability                      |  | $    | (7,874 | ) |      | $ | (7,693 | )
|                                                |  |      |        |   |      |   |        |  





In accordance with the income allocation agreement between BNSF and BNSF Railway, the Company makes payments to or receives refunds from BNSF based on its separate
consolidated liabilities. All federal income tax returns of BNSFs predecessor companies, Burlington Northern Inc. and Santa Fe Pacific Corporation, are closed through 1994 and the business combination date of September 22, 1995,
respectively. Internal Revenue Service (IRS) examination of the years 1995 through 2002 for BNSF Railway is completed, and protests of the un-agreed issues have been filed and are pending before IRS Appeals. BNSF Railway is currently under
examination for years 2003 through 2005. In addition, BNSF Railway and its subsidiaries have various state income tax returns in the process of examination, administrative appeal or litigation. Due to the capital-intensive nature of BNSF
Railways business, a significant portion of the audit issues with the IRS and other taxing authorities relate to whether expenditures are classified as maintenance or capital and whether certain asset valuations are appropriate. A provision
for taxes resulting from ongoing and future federal and state audits is based on an estimation of aggregate adjustments that may be required as a result of the audits. The Company believes that adequate provision has been made for any adjustment
that might be assessed for open years through 2006.



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6. Accounts Receivable, Net



BNSF Railway transfers a portion of its accounts receivable to Santa Fe Receivables Corporation (SFRC), a special purpose subsidiary. SFRC
transfers an undivided interest in such receivables, with limited exceptions, to a master trust, and causes the trust to issue an undivided interest in the receivables to investors (the A/R sales program). The undivided interests in the master trust
may be in the form of certificates or purchased interests.



BNSF Railways
total capacity to sell undivided interests to investors under the A/R sales program was $700 million at December 31, 2006, which was comprised of two $350 million, 364-day accounts receivable facilities. BNSF Railway amended these facilities in
November 2006, modifying their maturities to November 2007. Outstanding undivided interests held by investors under the A/R sales program were $300 million at December 31, 2006 and 2005. These receivables are excluded from accounts receivable
by BNSF Railway in connection with the sale of undivided interests under the A/R sales program. The undivided interests were supported by $1,030 million and $1,008 million of receivables transferred by SFRC to the master trust at December 31,
2006 and 2005, respectively. When SFRC transfers these receivables to the master trust, it retains an undivided interest in the receivables sold, which is included in accounts receivable in the Companys financial statements. The interest that
continues to be held by SFRC of $730 million and $708 million at December 31, 2006 and 2005, respectively, less an allowance for uncollectible accounts, reflected the total accounts receivable transferred by SFRC to the master trust less $300
million at December 31, 2006 and 2005 of outstanding undivided interests held by investors. Due to a relatively short collection cycle, the fair value of the undivided interest transferred to investors in the A/R sales program approximated book
value, and there was no gain or loss from the transaction.



BNSF Railway
retains the collection responsibility with respect to the accounts receivable. Proceeds from collections reinvested in the A/R sales program were approximately $15.8 billion, $13.6 billion and $11.6 billion in 2006, 2005 and 2004, respectively. No
servicing asset or liability has been recorded because the fees BNSF Railway receives for servicing the receivables approximate the related costs. SFRCs costs of the sale of receivables are included in other expense, net and were $23 million,
$15 million and $10 million for the years ended December 31, 2006, 2005 and 2004, respectively. These costs fluctuate monthly with changes in prevailing interest rates and were based on weighted average interest rates of 5.3 percent, 3.3
percent and 1.4 percent for the years ended December 31, 2006, 2005 and 2004, respectively. These costs include interest, discounts associated with transferring the receivables under the A/R sales program to SFRC, program fees paid to banks,
incidental commercial paper issuing costs and fees for unused commitment availability.



The amount of accounts receivable transferred by BNSF Railway to SFRC fluctuates based upon the availability of receivables and is directly affected by changing business volumes and credit risks, including dilution and delinquencies. In
order for there to be an impact on the amount of receivables BNSF Railway could sell, the combined dilution and delinquency percentages would have to exceed an established threshold for the combined dilution and delinquency percentages. BNSF Railway
has historically experienced very low levels of default or dilution and was well below the established rate at December 31, 2006. Based on the current levels, if dilution or delinquency percentages were to increase by one percentage point,
there would be no impact to the amount of receivables BNSF Railway could sell.



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##### Table of Contents

Receivables funded under the A/R sales program may not include amounts over 90 days past due or concentrations over
certain limits with any one customer and certain other receivables. At December 31, 2006 and 2005, $26 million and $36 million, respectively, of accounts receivable were greater than 90 days old. BNSF Railway maintains an allowance for bill
adjustments and uncollectible accounts based upon the expected collectibility of accounts receivable, including receivables transferred to the master trust. Credit losses are based on specific identification of uncollectible accounts and application
of historical collection percentages by aging category. At December 31, 2006 and 2005, $36 million and $45 million, respectively, of such allowances had been recorded, of which $34 million and $42 million, respectively, had been recorded as a
reduction to accounts receivable, net. The remaining $2 million and $3 million at December 31, 2006 and 2005, respectively, had been recorded in accounts payable and other current liabilities because they relate to the outstanding undivided
interests held by investors. During the years ended December 31, 2006 and 2005, $8 million of accounts receivable were written off.



The investors in the master trust have no recourse to BNSF Railways other assets except for customary warranty and indemnity claims. Creditors of BNSF Railway have
no recourse to the assets of the master trust or SFRC unless and until all claims of their respective creditors have been paid. The A/R sales program includes provisions that, if triggered, allow the investors participating in this program, at their
option, to cancel the program. At December 31, 2006, BNSF Railway was in compliance with these provisions.



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##### Table of Contents

7. Property and Equipment, Net



Property and equipment, net (in millions), and the weighted average annual depreciation rates (%) were as follows:



|                                               |  |      |        |   |      |   |        |                       |  |      |  
|---------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | --------------------- |  | ---- | -
|December 31,                                   |  | 2006 |        |   | 2005 |   |        | 2006DepreciationRates | 
|Land                                           |  | $    | 1,679  |   |      | $ | 1,635  |                       |  |     | %
|Track structure                                |  |      | 17,081 |   |      |   | 16,101 |                       |  | 3.3  | %
|Other roadway                                  |  |      | 11,618 |   |      |   | 10,925 |                       |  | 2.5  | %
|Locomotives                                    |  |      | 3,341  |   |      |   | 3,412  |                       |  | 5.1  | %
|Freight cars and other equipment               |  |      | 1,941  |   |      |   | 1,954  |                       |  | 5.1  | %
|Computer hardware and software                 |  |      | 457    |   |      |   | 449    |                       |  | 13.8 | %
|                                               |  |      |        |   |      |   |        |                       |  |      |  
|Total cost                                     |  |      | 36,117 |   |      |   | 34,476 |                       |  |      |  
|Less accumulated depreciation and amortization |  |      | (8,491 | ) |      |   | (7,976 | )                     |  |      |  
|                                               |  |      |        |   |      |   |        |                       |  |      |  
|Property and equipment, net                    |  | $    | 27,626 |   |      | $ | 26,500 |                       |  |      |  
|                                               |  |      |        |   |      |   |        |                       |  |      |  



The Consolidated Balance Sheets at
December 31, 2006 and 2005, included $1,039 million, net of $409 million of amortization and $1,000 million, net of $372 million of amortization, respectively, for property and equipment under capital leases, primarily for locomotives.



The Company capitalized $14 million, $13 million and $10 million of interest
for the years ended December 31, 2006, 2005 and 2004, respectively.



SAN JACINTO RAIL LIMITED PARTNERSHIP



In 2001, BNSF
Railway entered into the San Jacinto Rail Limited Partnership (the Partnership) with subsidiaries of three chemical manufacturing companies. The original purpose of the Partnership was to construct and BNSF Railway to operate a 13-mile rail
line to service several chemical and plastics manufacturing facilities in the Houston, Texas area. In the fourth quarter of 2004, BNSF Railway reached an agreement with another carrier for an alternative means of access to the facilities by using
the other railroads existing line. As consideration for the trackage rights and alternative access rights, BNSF Railway agreed to compensate the other railroad, in lieu of rent, by a combination of cash and waiver of certain payment
obligations of the other carrier for future payments related to prospective capital projects to be performed on jointly-operated facilities of BNSF Railway and the other carrier. In January 2005, upon implementation of the terms of this agreement,
the Company recorded an intangible asset of $92 million for the trackage rights, amortization of which is estimated to be approximately $3 million per year. In February 2005, the Surface Transportation Board announced its approval of the alternative
access by means of trackage rights over the other carriers existing lines.



The fair market value of the Partnerships assets, including land, was approximately $4 million, determined based on comparable sales and existing property listing information on other properties located near the subject properties. As
a result of a plan to sell these assets, the Company recorded a pre-tax impairment charge of $24 million in materials and other expense, which reduced net income by $15 million for 2004. Additionally, the short-term debt that was recorded upon
consolidation was repaid during the fourth quarter of 2004.



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8. Accounts Payable and Other Current Liabilities



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



|                                       |  |      |       |      |   |      
|-------------------------------------- |  | ---- | ----- | ---- | - | -----
|December 31,                           |  | 2006 |       | 2005
|Compensation and benefits payable      |  | $    | 698   |      | $ | 593  
|Income tax liabilities                 |  |      | 374   |      |   | 490  
|Rents and leases                       |  |      | 350   |      |   | 210  
|Customer incentives                    |  |      | 319   |      |   | 297  
|Accounts payable                       |  |      | 269   |      |   | 299  
|Casualty and environmental liabilities |  |      | 233   |      |   | 240  
|Property tax liabilities               |  |      | 132   |      |   | 126  
|Accrued interest                       |  |      | 25    |      |   | 30   
|Other                                  |  |      | 520   |      |   | 591  
|                                       |  |      |       |      |   |      
|Total                                  |  | $    | 2,920 |      | $ | 2,876
|                                       |  |      |       |      |   |      



9. Debt



Debt outstanding was as follows (in millions):



|                                                                                      |  |      |       |   |      |   |       |  
|------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|December 31,                                                                          |  | 2006 |       |   | 2005 |  
|Notes and debentures, weighted average rate of 8.8 percent, due 2022                  |  | $    | 200   |   |      | $ | 208   |  
|Equipment obligations, weighted average rate of 6.7 percent, due 2007 to 2016         |  |      | 347   |   |      |   | 413   |  
|Capitalized lease obligations, weighted average rate of 6.9 percent, due 2007 to 2023 |  |      | 609   |   |      |   | 604   |  
|Mortgage bonds, weighted average rate of 5.7 percent, due 2007 to 2047                |  |      | 106   |   |      |   | 384   |  
|Financing obligations, weighted average rate of 6.3 percent, due 2013 to 2028         |  |      | 153   |   |      |   | 153   |  
|Unamortized discount and other, net                                                   |  |      | (27   | ) |      |   | (27   | )
|                                                                                      |  |      |       |   |      |   |       |  
|Total                                                                                 |  |      | 1,388 |   |      |   | 1,735 |  
|Less current portion of long-term debt                                                |  |      | (173  | ) |      |   | (456  | )
|                                                                                      |  |      |       |   |      |   |       |  
|Long-term debt                                                                        |  | $    | 1,215 |   |      | $ | 1,279 |  
|                                                                                      |  |      |       |   |      |   |       |  



As of December 31, 2006, certain
BNSF Railway properties and other assets were subject to liens securing $106 million of mortgage debt. Certain locomotives and rolling stock of BNSF Railway were subject to equipment obligations and capital leases.



The following tables provide fair value information for the Companys debt obligations
including principal cash flows and related weighted average interest rates by contractual maturity dates. Weighted average variable rates are based on implied forward rates in the yield curve at December 31, 2006.



|                              |  |                   |     |   |                             |   |     |                             |  |                                 |      |   |  |      |     |   |            |   |     |   |  |   |     |   |  |   |       |   |  |   |     |  |   |    
|----------------------------- |  | ----------------- | --- | - | --------------------------- | - | --- | --------------------------- |  | ------------------------------- | ---- | - |  | ---- | --- | - | ---------- | - | --- | - |  | - | --- | - |  | - | ----- | - |  | - | --- |  | - | ---
|                              |  | December 31, 2006
|                              |  | Maturity Date     |     |   | TotalIncludingCapitalLeases |   |     | TotalExcludingCapitalLeases |  | FairValueExcludingCapitalLeases
|                              |  | 2007              |     |   | 2008                        |   |     | 2009                        |  |                                 | 2010 |   |  | 2011 |     |   | Thereafter |   |     |   | 
|Fixed-rate debt (in millions) |  | $                 | 173 |   |                             | $ | 179 |                             |  | $                               | 151  |   |  | $    | 117 |   |            | $ | 78  |   |  | $ | 690 |   |  | $ | 1,388 |   |  | $ | 779 |  | $ | 835
|Average interest rate         |  |                   | 7.4 | % |                             |   | 7.6 | %                           |  |                                 | 7.2  | % |  |      | 6.9 | % |            |   | 6.6 | % |  |   | 6.9 | % |  |   | 7.1   | % |  |   |     |  |   |    



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|                              |  |                   |     |   |                             |   |     |                             |  |                                 |      |   |  |      |     |   |            |   |     |   |  |   |     |   |  |   |       |   |  |   |       |  |   |      
|----------------------------- |  | ----------------- | --- | - | --------------------------- | - | --- | --------------------------- |  | ------------------------------- | ---- | - |  | ---- | --- | - | ---------- | - | --- | - |  | - | --- | - |  | - | ----- | - |  | - | ----- |  | - | -----
|                              |  | December 31, 2005
|                              |  | Maturity Date     |     |   | TotalIncludingCapitalLeases |   |     | TotalExcludingCapitalLeases |  | FairValueExcludingCapitalLeases
|                              |  | 2006              |     |   | 2007                        |   |     | 2008                        |  |                                 | 2009 |   |  | 2010 |     |   | Thereafter |   |     |   | 
|Fixed-rate debt (in millions) |  | $                 | 456 |   |                             | $ | 164 |                             |  | $                               | 161  |   |  | $    | 135 |   |            | $ | 99  |   |  | $ | 720 |   |  | $ | 1,735 |   |  | $ | 1,131 |  | $ | 1,237
|Average interest rate         |  |                   | 8.6 | % |                             |   | 7.9 | %                           |  |                                 | 7.6  | % |  |      | 7.4 | % |            |   | 7.2 | % |  |   | 6.9 | % |  |   | 7.6   | % |  |   |       |  |   |      



The fair value of BNSF Railways
long-term debt is primarily based on quoted market prices for the same or similar issues, or on the current rates that would be offered to BNSF Railway for debt of the same remaining maturities. Capital leases have been excluded from the calculation
of fair value for both 2005 and 2006.



As described below, excluded from the
2006 and 2005 tables are $35 million and $259 million, respectively, of intercompany notes payable to BNSF.



At December 31, 2006 and 2005, BNSF Railway had $35 million and $259 million, respectively, of intercompany notes payable to BNSF at a variable interest rate of 1.0 percent above the monthly average of the daily
effective Federal Funds rate. During 2006, BNSF Railway had net repayments of $224 million of variable rate notes. Interest is paid semi-annually on all intercompany notes payable. Interest expense on intercompany notes payable is reflected in
interest income, related parties in the Consolidated Income Statements. The intercompany notes are due on demand.



At December 31, 2006 and 2005, BNSF Railway had $3,317 million and $2,876 million, respectively, of intercompany notes receivable from BNSF with a variable interest
rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. The increase of $441 million in intercompany notes receivable is due to net borrowings by BNSF during 2006. Interest is collected semi-annually on all
intercompany notes receivable.



In BNSF Railways Consolidated Balance
Sheets, the intercompany notes receivable are presented net of the intercompany notes payable discussed above. BNSF Railway had a net intercompany notes receivable balance of $3,282 million and $2,617 million at December 31, 2006 and 2005,
respectively.



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##### Table of Contents

GUARANTEES



Debt and other obligations of non-consolidated entities guaranteed by the Company as of December 31, 2006, were as follows (dollars in millions):



|                                                               |  |                                |   |  |                           |     |                       |   |                         |  |                         |     |                          |                        |  |   |    |  
|-------------------------------------------------------------- |  | ------------------------------ | - |  | ------------------------- | --- | --------------------- | - | ----------------------- |  | ----------------------- | --- | ------------------------ | ---------------------- |  | - | -- | -
|                                                               |  | Guarantees                     |   |  |                          
|                                                               |  | BNSFRailwayOwnershipPercentage |   |  | PrincipalAmountGuaranteed |     | MaximumFuturePayments |   | MaximumRecourseAmount a |  | RemainingTerm (inyears) |     | CapitalizedObligations b |                       
|Kinder Morgan Energy Partners, L.P.                            |  | 0.5                            | % |  | $                         | 190 |                       | $ | 190                     |  | $                       |    |                          | TerminationofOwnership |  | $ |   |  
|Kansas City Terminal Intermodal Transportation Corporation     |  | 0.0                            | % |  | $                         | 59  |                       | $ | 89                      |  | $                       | 89  |                          | 12                     |  | $ | 32 |  
|Westside Intermodal Transportation Corporation                 |  | 0.0                            | % |  | $                         | 42  |                       | $ | 65                      |  | $                       |    |                          | 17                     |  | $ | 35 |  
|The Unified Government of Wyandotte County/Kansas City, Kansas |  | 0.0                            | % |  | $                         | 13  |                       | $ | 20                      |  | $                       |    |                          | 17                     |  | $ | 11 |  
|Various lessors (Residual value guarantees)                    |  | 0.0                            | % |  |                           | N/A |                       | $ | 271                     |  | $                       | 271 |                          | Various                |  | $ | 68 | c
|All other                                                      |  | 0.0                            | % |  | $                         | 7   |                       | $ | 8                       |  | $                       | 3   |                          | Various                |  | $ |   |  

---

|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 Sheets.
|- | ------------------------------------------------------------------------------------------------

|c | Reflects the FASB Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees,asset and corresponding liability for the fair value of
the residual value guarantees on the Companys Consolidated Balance Sheets.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 Pipelines 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.



KANSAS CITY
TERMINAL INTERMODAL TRANSPORTATION CORPORATION



BNSF Railway and another
major railroad jointly and severally guarantee $59 million of debt of Kansas City Terminal Intermodal Transportation Corporation, the proceeds of which were used to finance construction of a double track grade separation bridge in Kansas City,
Missouri, which is operated and used by Kansas City Terminal Railway Company (KCTRC). BNSF Railway has a 25 percent ownership in KCTRC, accounts for its interest using the equity method of accounting and would be required to fund a portion of the
remaining obligation upon default by the original debtor.



WESTSIDE
INTERMODAL TRANSPORTATION CORPORATION AND THE UNIFIED GOVERNMENT OF WYANDOTTE COUNTY/KANSAS CITY, KANSAS



BNSF Railway has outstanding guarantees of $55 million of debt, the proceeds of which were used to finance construction of a bridge that connects BNSF Railways Argentine Yard in Kansas City, Kansas, with the
KCTRC mainline tracks in Kansas City, Missouri. The bridge is operated by KCTRC, and payments related to BNSF Railways guarantee of this obligation would only be called for upon default by the original debtor.



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##### Table of Contents

RESIDUAL VALUE GUARANTEES (RVG)



In the normal course of business, the Company enters into leases in which it guarantees the residual value of certain leased equipment. Some
of these leases have renewal or purchase options, or both, that the Company may exercise at the end of the lease term. If the Company elects not to exercise these options, it may be required to pay the lessor an amount not exceeding the RVG. The
amount of any payment is contingent upon the actual residual value of the leased equipment. Some of these leases also require the lessor to pay the Company any surplus if the actual residual value of the leased equipment is over the RVG. These
guarantees will expire between 2007 and 2011.



The maximum future payments, as
disclosed in the Guarantees table above, represent the undiscounted maximum amount that BNSF Railway could be required to pay in the event the Company did not exercise its renewal option and the fair market value of the equipment had significantly
declined. BNSF Railway does not anticipate such a large reduction in the fair market value of the leased equipment. As of December 31, 2006, the Company had recorded a $68 million asset and corresponding liability for the fair value of the RVG.



ALL OTHER



As of December 31, 2006, BNSF Railway guaranteed $7 million of other debt and leases.
BNSF Railway holds a performance bond and has the option to sub-lease property to recover up to $3 million of the $7 million of guarantees. These guarantees expire between 2007 and 2013.



Other than as discussed above, there is no collateral held by a third party that the Company could obtain and liquidate to recover any
amounts paid under the above guarantees.



Other than as discussed above, none
of the guarantees are recorded in the Consolidated Financial Statements of the Company. The Company does not expect performance under these guarantees to have a material effect on the Company in the foreseeable future.



INDEMNITIES



In the ordinary course of business, BNSF Railway enters into agreements with third parties that include indemnification clauses. In general,
these clauses are 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. Due to
the uncertainty of 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 financial statements. Accordingly, no fair value liability related to indemnities has been recorded in the financial statements.



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##### Table of Contents

10. 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, 2006, are summarized as follows
(in millions):



|                                        |  |               |     |   |                   |   |      
|--------------------------------------- |  | ------------- | --- | - | ----------------- | - | -----
|December 31,                            |  | CapitalLeases |     |   | OperatingLeases a
|2007                                    |  | $             | 154 |   |                   | $ | 640  
|2008                                    |  |               | 146 |   |                   |   | 686  
|2009                                    |  |               | 116 |   |                   |   | 621  
|2010                                    |  |               | 81  |   |                   |   | 569  
|2011                                    |  |               | 41  |   |                   |   | 530  
|Thereafter                              |  |               | 170 |   |                   |   | 4,450
|                                        |  |               |     |   |                   |   |      
|Total                                   |  |               | 708 |   |                   | $ | 7,496
|                                        |  |               |     |   |                   |   |      
|Less amount representing interest       |  |               | (99 | ) |                   |   |      
|                                        |  |               |     |   |                   |   |      
|Present value of minimum lease payments |  | $             | 609 |   |                   |   |      
|                                        |  |               |     |   |                   |   |      

---

|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 $665 million, $565 million and $496 million for the years
ended December 31, 2006, 2005 and 2004, 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



CHARGE FOR ASBESTOS AND ENVIRONMENTAL COSTS



During 2004, BNSF Railway recorded a $465 million pre-tax charge to
reflect changes in its estimate of unasserted asbestos liabilities and environmental liabilities. Of this amount, $293 million and $172 million were related to unasserted asbestos and environmental liabilities, respectively. The $465 million pre-tax
charge was recorded in materials and other expense and reduced net income by $288 million during 2004.



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.



BNSF Railway
records a 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.



39



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##### Table of Contents

ASBESTOS



The Company is party to a number of personal injury claims by employees and non-employees who may have been exposed to asbestos. The heaviest exposure for BNSF 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 by 1985.



Prior to 2000, claim filings against the Company for asbestos were not numerous and were sporadic. Accordingly, while the Company had concluded that a probable loss had occurred, it did not believe it could estimate
the range of reasonably possible loss because of the lack of experience with such claims and the lack of detailed employment records for the population of exposed employees. The Company believed, however, that the low end of the range of reasonably
possible loss, as that term is used in Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 14, Reasonable Estimation of the Amount of a Loss, was immaterial. Subsequent to this period, claim filings increased and, when they
continued into 2004, the Company concluded that the low end of the range of reasonably possible loss would be material and that an estimate for unasserted asbestos exposure liability needed to be recorded. BNSF Railway then engaged a third party
with extensive experience in performing asbestos studies to assist in assessing the unasserted liability exposure. The objective of the assessment was to determine the number of estimated unasserted asbestos claims and the estimated average cost per
claim. The Company, with the assistance of the third party, first determined its exposed population from which it was able to derive the estimated number of unasserted claims. The estimated average cost per claim was then determined utilizing recent
actual average cost per claim data.



Based on the assessment, the Company
recorded an undiscounted $293 million pre-tax charge for unasserted asbestos claims in the third quarter of 2004. The $293 million pre-tax charge was recorded in materials and other expense and reduced net income by $182 million for the year ended
December 31, 2004.



During each of the third quarters of 2006 and 2005,
the Company had the third party analyze recent trends to ensure the assumptions utilized in the original September 2004 study were still valid. Based on these reviews, the original study continues to represent a reasonable estimate of BNSF
Railways future asbestos exposure. Therefore, management recorded no additional expense as a result of these updates. The Company plans to update the study again in the third quarter of 2007. In addition, throughout the year, BNSF Railway
monitors actual experience against the number of forecasted claims and expected claim payments and records adjustments to the Companys estimates as necessary.



The following table summarizes the activity in the Companys accrued obligations for both asserted and unasserted asbestos matters (in
millions):



|                               |  |      |     |   |      |   |     |      |  |   |     |  
|------------------------------ |  | ---- | --- | - | ---- | - | --- | ---- |  | - | --- | -
|                               |  | 2006 |     |   | 2005 |   |     | 2004 | 
|Beginning balance              |  | $    | 326 |   |      | $ | 345 |      |  | $ | 60  |  
|Accruals                       |  |      |    |   |      |   |    |      |  |   | 308 |  
|Payments                       |  |      | (20 | ) |      |   | (19 | )    |  |   | (23 | )
|                               |  |      |     |   |      |   |     |      |  |   |     |  
|Ending balance at December 31, |  | $    | 306 |   |      | $ | 326 |      |  | $ | 345 |  
|                               |  |      |     |   |      |   |     |      |  |   |     |  



Of the December 31, 2006
obligation, $251 million was related to unasserted claims while $55 million was related to asserted claims. At December 31, 2006 and 2005, $22 million and $21 million were included in current liabilities, respectively. The recorded liability
was not discounted. In addition, defense and processing costs, which are recorded on an as-reported basis, were not included in the recorded liability. The Company is presently self-insured for asbestos-related claims.



40



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##### Table of Contents

The following table summarizes information regarding the number of asserted asbestos claims filed against BNSF Railway:



|                                                |  |       |   |  |       |  
|----------------------------------------------- |  | ----- | - |  | ----- | -
|                                                |  | 2006  |   |  | 2005  |  
|Claims unresolved at January 1,                 |  | 2,121 |   |  | 1,926 |  
|Claims filed                                    |  | 530   |   |  | 835   |  
|Claims settled, dismissed or otherwise resolved |  | (676  | ) |  | (640  | )
|                                                |  |       |   |  |       |  
|Claims unresolved at December 31,               |  | 1,975 |   |  | 2,121 |  
|                                                |  |       |   |  |       |  



Based on BNSF Railways estimate
of the potentially exposed employees and related mortality assumptions, it is anticipated that unasserted 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 55, 75 and 95 percent of the future unasserted asbestos claims will be incurred within the next 10, 15 and 25
years, respectively.



Because of the uncertainty surrounding the factors used
in the study, it is reasonably possible that future costs to settle asbestos claims may range from approximately $200 million to $400 million. However, BNSF Railway believes that the $306 million recorded, is the best estimate of the Companys
future obligation for the settlement of asbestos claims.



The amounts recorded
by BNSF Railway for the asbestos-related liability 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 asbestos litigation in the United States, could cause the actual costs to be higher or lower than projected.



While the final outcome of asbestos-related 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.



OTHER PERSONAL INJURY



BNSF Railway uses a third-party actuary to assist the Company in estimating its other personal injury liability claims and expense. These estimates are based on the
covered population, activity levels and trends in frequency and the costs of covered injuries. These actuarial estimates include unasserted claims except for certain repetitive stress and other occupational trauma claims that result from prolonged
repeated events or exposure. Such claims are estimated on an as-reported basis because, while the Company has concluded that a probable loss has occurred, it cannot estimate the range of reasonably possible loss due to other contributing causes of
such injuries and the fact that continued exposure is required for the potential injury to manifest itself as a claim. The Company believes that the low end of the range of reasonably possible loss, as that term is used in FIN 14, is immaterial for
these other occupational trauma claims.



BNSF Railway obtains quarterly
actuarial updates for other personal injury liabilities and monitors actual experience against the number of forecasted claims to be received, the forecasted number of claims closing with payment and expected claims payments. Adjustments to the
Companys estimates are recorded quarterly as necessary or more frequently as new events or revised estimates develop.



41



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##### Table of Contents

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



|                               |  |      |      |   |      |   |      |      |  |   |      |  
|------------------------------ |  | ---- | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                               |  | 2006 |      |   | 2005 |   |      | 2004 | 
|Beginning balance              |  | $    | 422  |   |      | $ | 459  |      |  | $ | 453  |  
|Accruals                       |  |      | 188  |   |      |   | 181  |      |  |   | 194  |  
|Payments                       |  |      | (171 | ) |      |   | (218 | )    |  |   | (188 | )
|                               |  |      |      |   |      |   |      |      |  |   |      |  
|Ending balance at December 31, |  | $    | 439  |   |      | $ | 422  |      |  | $ | 459  |  
|                               |  |      |      |   |      |   |      |      |  |   |      |  



At December 31, 2006 and 2005,
$153 million and $164 million were included in current liabilities, respectively. BNSF Railways liabilities for other personal injury claims are undiscounted. In addition, defense and processing costs, which are recorded on an as-reported
basis, were not included in the recorded liability. The Company is substantially self-insured for other personal injury claims.



The following table summarizes information regarding the number of personal injury claims, other than asbestos, filed against BNSF Railway:



|                                                |  |        |   |  |        |  
|----------------------------------------------- |  | ------ | - |  | ------ | -
|                                                |  | 2006   |   |  | 2005   |  
|Claims unresolved at January 1,                 |  | 3,617  |   |  | 4,116  |  
|Claims filed                                    |  | 3,516  |   |  | 3,758  |  
|Claims settled, dismissed or otherwise resolved |  | (4,003 | ) |  | (4,257 | )
|                                                |  |        |   |  |        |  
|Claims unresolved at December 31,               |  | 3,130  |   |  | 3,617  |  
|                                                |  |        |   |  |        |  



Because of the uncertainty surrounding
the ultimate outcome of other personal injury claims, it is reasonably possible that future costs to settle other personal injury claims may range from approximately $375 million to $550 million. However, BNSF Railway believes that the $439 million
recorded at December 31, 2006, is the best estimate of the Companys future obligation for the settlement of other personal injury claims.



The amounts recorded by BNSF Railway for other personal injury claims 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.



While the final outcome of these other 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), a wholly owned subsidiary of
BNSF, provides insurance coverage for certain risks incurred after April 1, 1998, FELA claims, railroad protective, force account insurance claims and certain excess general liability coverage incurred after January 1, 2002, and certain
other claims which are subject to reinsurance. During the years ended December 31, 2006, 2005 and 2004, BNSF Railway paid premiums of $162 million, $157 million and $155 million, respectively, to BNSF IC for such coverage, net of reimbursements
from third parties and recognized $162 million, $157 million and $153 million, respectively, in expense related to those premiums. At December 31, 2006 and 2005, unamortized premiums remaining on the Consolidated Balance Sheets were $4 million,
respectively. During 2006, 2005 and 2004, BNSF IC made claim payments totaling $130 million, $133 million and $83 million, respectively, for settlement of covered claims.



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##### Table of Contents

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.



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.



During the first half of 2004, the Company
experienced a significant increase in expense relating to environmental remediation developments at known sites for which the majority of the contamination occurred decades ago. Because of these and other developments, the Company performed an
assessment in 2004 to determine if it was feasible to better estimate developments at its known sites. The Company determined that a third-party actuary had proprietary data that included information from the Environmental Protection Agency (EPA)
and other governmental agencies as well as information accumulated from public sources and work performed for other clients. Because of its determination that a better estimate of future development could be made with this data, BNSF Railway engaged
this third-party actuary, which has an extensive background in performing various studies for large companies, including environmental matters, to assist BNSF Railway in determining the Companys potential future environmental exposure at known
sites. As a result of this study, the Company revised its estimate of its probable environmental losses and its accrued liabilities.



Consequently, during the third quarter of 2004, BNSF Railway recorded an undiscounted $172 million pre-tax charge related to its change in estimated environmental
liabilities on a site-by-site basis. The $172 million pre-tax charge was recorded in materials and other expense and reduced net income by $106 million for 2004. The charge did not include (i) contaminated sites of which the Company is not
aware, or (ii) additional amounts for third-party claims, which arise out of contaminants allegedly migrating from BNSF Railway property, due to a limited number of sites. BNSF Railway continues to estimate third-party 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 claims as of December 31, 2006, is approximately $12 million.



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##### Table of Contents

During the third quarter of 2006, the Company obtained an update of this study. Based on the work performed by the
third-party actuary during each of the third quarters of 2006 and 2005, management recorded additional expense of approximately $5 million and $12 million, respectively. The Company plans to update the study again in the third quarter of 2007.
However, 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 participation in and the ability to pay for, cleanup of other PRPs. Adjustments to the Companys estimates will continue to be recorded as
necessary based on developments in subsequent periods. Additionally, environmental accruals 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 Companys estimate of ultimate cost for cleanup efforts at
its known environmental sites utilizes BNSF Railways historical payment patterns, its current estimated percentage to closure ratios and the actuarys proprietary benchmark patterns developed from data accumulated from public sources and
work performed by it for other clients, including the EPA and other governmental agencies. These factors incorporate experience gained from cleanup efforts at other similar sites into the estimates for which remediation and restoration efforts are
still in progress.



BNSF Railway is involved in a number of administrative and
judicial proceedings and other mandatory cleanup efforts for 375 sites, including Superfund sites, at which it is participating in the study or cleanup, or both, of alleged environmental contamination.



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



|                               |  |      |     |   |      |   |     |      |  |   |     |  
|------------------------------ |  | ---- | --- | - | ---- | - | --- | ---- |  | - | --- | -
|                               |  | 2006 |     |   | 2005 |   |     | 2004 | 
|Beginning balance              |  | $    | 370 |   |      | $ | 385 |      |  | $ | 199 |  
|Accruals                       |  |      | 20  |   |      |   | 33  |      |  |   | 258 |  
|Payments                       |  |      | (72 | ) |      |   | (48 | )    |  |   | (72 | )
|                               |  |      |     |   |      |   |     |      |  |   |     |  
|Ending balance at December 31, |  | $    | 318 |   |      | $ | 370 |      |  | $ | 385 |  
|                               |  |      |     |   |      |   |     |      |  |   |     |  



At December 31, 2006 and 2005,
$58 million and $55 million were included in current liabilities, respectively. BNSF Railways environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at December 31, 2006, will be paid
over the next ten years, and no individual site is considered to be material.



The following table summarizes the environmental sites:



|                                |  |                    |   |  |                 |   |  |      |  |      |  
|------------------------------- |  | ------------------ | - |  | --------------- | - |  | ---- |  | ---- | -
|                                |  | BNSF Railway Sites |   |  | Superfund Sites |  
|                                |  | 2006               |   |  | 2005            |   |  | 2006 |  | 2005 |  
|Number of sites at January 1,   |  | 369                |   |  | 384             |   |  | 20   |  | 24   |  
|Sites added during the period   |  | 23                 |   |  | 24              |   |  |     |  |     |  
|Sites closed during the period  |  | (17                | ) |  | (39             | ) |  |     |  | (4   | )
|                                |  |                    |   |  |                 |   |  |      |  |      |  
|Number of sites at December 31, |  | 375                |   |  | 369             |   |  | 20   |  | 20   |  
|                                |  |                    |   |  |                 |   |  |      |  |      |  



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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. Unasserted claims are not a material component of the liability. 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 $250 million to $475 million. However, BNSF Railway believes
that the $318 million recorded at December 31, 2006, is the best estimate of the Companys future obligation for environmental costs.



While 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.



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, various 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 (including complaints seeking refunds of prior charges paid for coal transportation and the prescription of future rates for such movements and claims relating to service
under contract provisions or otherwise). Some of the legal proceedings include claims for punitive as well as compensatory damages, and a few proceedings purport to be class actions. While 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, 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, 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.



11. Employee Separation Costs



Employee separation costs activity was as follows (in millions):



|                                |  |      |     |   |      |   |     |      |  |   |     |  
|------------------------------- |  | ---- | --- | - | ---- | - | --- | ---- |  | - | --- | -
|                                |  | 2006 |     |   | 2005 |   |     | 2004 | 
|Beginning balance at January 1, |  | $    | 132 |   |      | $ | 154 |      |  | $ | 179 |  
|Accruals                        |  |      | 2   |   |      |   | 8   |      |  |   | 8   |  
|Payments                        |  |      | (27 | ) |      |   | (30 | )    |  |   | (33 | )
|                                |  |      |     |   |      |   |     |      |  |   |     |  
|Ending balance at December 31,  |  | $    | 107 |   |      | $ | 132 |      |  | $ | 154 |  
|                                |  |      |     |   |      |   |     |      |  |   |     |  



Employee separation liabilities of
$107 million and $132 million were included in the Consolidated Balance Sheets at December 31, 2006 and 2005, respectively, and principally represent the following: (i) deferred benefits payable upon separation or retirement to certain
active conductors, trainmen and locomotive engineers; (ii) employee-related severance costs for the consolidation of clerical functions, material handlers in mechanical shops and trainmen on reserve boards; and (iii) certain non-union
employee severance costs. Employee separation expenses were recorded in materials and other in the Consolidated Statements of Income. At December 31, 2006, $21 million of the remaining liabilities were included in current liabilities.



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##### Table of Contents

CONDUCTORS, TRAINMEN AND LOCOMOTIVE ENGINEERS



Liabilities related to deferred benefits payable upon separation or retirement to certain
active conductors, trainmen and locomotive engineers were $98 million and $116 million at December 31, 2006 and 2005, respectively. These costs were primarily incurred in connection with labor agreements reached prior to the business
combination of BNSFs predecessor companies Burlington Northern Inc. and Santa Fe Pacific Corporation (the Merger). These agreements, among other things, reduced train crew sizes and allowed for more flexible work rules. The remaining costs
will be paid between 2007 and approximately 2024. In 2006, 2005 and 2004, the Company updated its estimates and recorded additional liabilities of $2 million during each year related to deferred benefits.



CONSOLIDATION OF CLERICAL FUNCTIONS



Liabilities related to the consolidation of clerical functions were $4 million and $10
million at December 31, 2006 and 2005, respectively, and primarily provide for separation programs announced in 2003, 2004 and 2005 and severance costs associated with the clerical consolidation plan adopted in 1995 upon the Merger. During
2005, BNSF Railway recorded other liabilities of approximately $5 million primarily related to a voluntary severance program for certain union employees. The July 2004 separation program affected approximately 40 employees and resulted in accrued
severance costs of approximately $4 million. Reductions related to the July 2004 separation program were substantially completed by December 31, 2004.



OTHER EMPLOYEE SEPARATION COSTS



Other employee separation cost liabilities were $5 million and $6 million at December 31, 2006 and 2005, respectively, and principally relate to certain remaining
non-union employee severances resulting from the fourth quarter 2001 workforce reduction and the Merger. These costs will be paid over the next several years based on deferral elections made by the affected employees. Also included in the other
separation cost accrual is an estimate for the remaining payments to be made to other union employees as a result of a relocation program initiated in 2005 for which a $1 million accrual was recorded. As of December 31, 2006, the remaining
liability balance related to this relocation program was insignificant as the program is substantially complete. Additionally, during 2004, the Company recorded a liability of approximately $2 million primarily related to a voluntary severance
program for certain union employees.



12. Employee Benefit Plans



BNSF sponsors a funded, noncontributory qualified BNSF Retirement Plan,
which covers substantially all non-union employees, and an unfunded BNSF Supplemental Retirement Plan, which covers certain officers and other employees. The benefits under these pension plans are based on years of credited service and the highest
consecutive sixty months of compensation for the last ten years of salaried employment with BNSF. 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 plan.



Certain salaried employees of
BNSF Railway that have met age and years of service requirements are eligible for life insurance coverage and medical benefits, including prescription drug coverage, during retirement. This postretirement benefit plan, referred to as the retiree
health and welfare plan, is contributory and provides benefits to retirees, their covered dependents and beneficiaries. Retiree contributions are adjusted annually. The plan also contains fixed deductibles, coinsurance and out-of-pocket limitations.
The 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 Railways policy is to fund benefits payable
under the medical and life insurance plans 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.



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##### Table of Contents

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plansan amendment of FASB Statements No. 87, 88, 106 and 132(R), which requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan in the Companys balance sheet. As a
result, effective December 31, 2006, the Company began recognizing actuarial gains and losses and prior service costs, for which recognition had been deferred under the previous guidance as a component of other comprehensive loss, net of tax,
until these costs are included in net cost. Additionally, the pronouncement eliminates the option for the Company to use a measurement date prior to the Companys fiscal year-end effective December 31, 2008. SFAS No. 158 provides two
approaches to transition to a fiscal year-end measurement date, both of which are to be applied prospectively. Under the first approach, plan assets are measured on September 30, 2007, and then remeasured on January 1, 2008. Under the
alternative approach, a 15-month measurement will be determined on September 30, 2007, that will cover the period until the fiscal year-end measurement is required on December 31, 2008. As the Company currently uses a measurement date of
September 30, it is currently evaluating which measurement transition alternative it will use.



The following tables show the incremental effect of applying SFAS No. 158 to both the Companys pension and retiree health and welfare plans on individual line items in the Consolidated Balance Sheet as of
December 31, 2006 (in millions):



|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|------------------------------------------------- |  | ------------------------------------------------------------------------- | - |  | -------------------------- | - |  | -------------------------------------- | - |  | ------------------------------ | - |  | ----------------------------------------- | -
|                                                  |  | Pension and Retiree Health and Welfare Benefits                           |  
|                                                  |  | Balances Priorto Adoption ofSFAS No. 158and theMinimumLiabilityAdjustment |   |  | MinimumLiabilityAdjustment |   |  | BalancesPrior toAdoptionof SFASNo. 158 |   |  | SFAS No.158AdoptionAdjustments |   |  | EndingBalancesAfterAdoption ofSFAS No.158 |  
|Pension asset                                     |  | 156                                                                       |   |  |                           |   |  | 156                                    |   |  | (156                           | ) |  |                                          |  
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|Total assets                                      |  | 34,971                                                                    |   |  |                           |   |  | 34,971                                 |   |  | (156                           | ) |  | 34,815                                    |  
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|Pension liability                                 |  | 52                                                                        |   |  |                           |   |  | 52                                     |   |  | (52                            | ) |  |                                          |  
|Additional minimum pension liability              |  | 417                                                                       |   |  | (64                        | ) |  | 353                                    |   |  | (353                           | ) |  |                                          |  
|Liability for retiree health and welfare benefits |  | 257                                                                       |   |  |                           |   |  | 257                                    |   |  | (257                           | ) |  |                                          |  
|Pension and retiree health and welfare liability  |  |                                                                          |   |  |                           |   |  |                                       |   |  | 630                            |   |  | 630                                       |  
|Deferred income taxes                             |  | 8,235                                                                     |   |  | 24                         |   |  | 8,259                                  |   |  | (48                            | ) |  | 8,211                                     |  
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|Total liabilities                                 |  | 15,390                                                                    |   |  | (40                        | ) |  | 15,350                                 |   |  | (80                            | ) |  | 15,270                                    |  
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|AOCL                                              |  | (250                                                                      | ) |  | 40                         |   |  | (210                                   | ) |  | (76                            | ) |  | (286                                      | )
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  
|Total stockholders equity                        |  | 19,581                                                                    |   |  | 40                         |   |  | 19,621                                 |   |  | (76                            | ) |  | 19,545                                    |  
|                                                  |  |                                                                           |   |  |                            |   |  |                                        |   |  |                                |   |  |                                           |  



Components of the net cost for these
plans were as follows (in millions):



|                                      |  |                  |     |   |                                    |   |      |      |  |   |      |   |  |      |    |   |      |   |    |   |  |   |    |  
|------------------------------------- |  | ---------------- | --- | - | ---------------------------------- | - | ---- | ---- |  | - | ---- | - |  | ---- | -- | - | ---- | - | -- | - |  | - | -- | -
|                                      |  | Pension Benefits |     |   | Retiree Health andWelfare Benefits |  
|Year ended December 31,               |  | 2006             |     |   | 2005                               |   |      | 2004 |  |   | 2006 |   |  | 2005 |    |   | 2004 |  
|Service cost                          |  | $                | 25  |   |                                    | $ | 20   |      |  | $ | 19   |   |  | $    | 3  |   |      | $ | 2  |   |  | $ | 3  |  
|Interest cost                         |  |                  | 94  |   |                                    |   | 95   |      |  |   | 97   |   |  |      | 15 |   |      |   | 17 |   |  |   | 20 |  
|Expected return on plan assets        |  |                  | (97 | ) |                                    |   | (102 | )    |  |   | (113 | ) |  |      |   |   |      |   |   |   |  |   |   |  
|Actuarial loss                        |  |                  | 46  |   |                                    |   | 25   |      |  |   | 12   |   |  |      | 3  |   |      |   |   |   |  |   | 5  |  
|Net amortization and deferred amounts |  |                  |    |   |                                    |   |     |      |  |   |     |   |  |      | (7 | ) |      |   | (8 | ) |  |   | (4 | )
|                                      |  |                  |     |   |                                    |   |      |      |  |   |      |   |  |      |    |   |      |   |    |   |  |   |    |  
|Net cost recognized                   |  | $                | 68  |   |                                    | $ | 38   |      |  | $ | 15   |   |  | $    | 14 |   |      | $ | 11 |   |  | $ | 24 |  
|                                      |  |                  |     |   |                                    |   |      |      |  |   |      |   |  |      |    |   |      |   |    |   |  |   |    |  



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##### Table of Contents

The projected benefit obligation is the present value of benefit 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 based on the September 30 measurement date (in millions):



|                                                |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  
|----------------------------------------------- |  | ---------------- | ----- | - | ---------------------------------- | - | ----- | ---- |  | - | ---- | - |  | - | --- | -
|                                                |  | Pension Benefits |       |   | Retiree Health andWelfare Benefits |  
|Change in Benefit Obligation                    |  | 2006             |       |   | 2005                               |   |       | 2006 |  |   | 2005 |  
|Benefit obligation at beginning of period       |  | $                | 1,858 |   |                                    | $ | 1,710 |      |  | $ | 295  |   |  | $ | 299 |  
|Service cost                                    |  |                  | 25    |   |                                    |   | 20    |      |  |   | 3    |   |  |   | 2   |  
|Interest cost                                   |  |                  | 94    |   |                                    |   | 95    |      |  |   | 15   |   |  |   | 17  |  
|Plan participants contributions                |  |                  |      |   |                                    |   |      |      |  |   | 8    |   |  |   | 8   |  
|Actuarial loss (gain)                           |  |                  | (18   | ) |                                    |   | 156   |      |  |   | 19   |   |  |   | (1  | )
|Medicare subsidy                                |  |                  |      |   |                                    |   |      |      |  |   | 1    |   |  |   |    |  
|Benefits paid                                   |  |                  | (129  | ) |                                    |   | (123  | )    |  |   | (30  | ) |  |   | (30 | )
|                                                |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  
|Projected benefit obligation at end of period   |  |                  | 1,830 |   |                                    |   | 1,858 |      |  |   | 311  |   |  |   | 295 |  
|Component representing future salary increases  |  |                  | (76   | ) |                                    |   | (105  | )    |  |   |     |   |  |   |    |  
|                                                |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  
|Accumulated benefit obligation at end of period |  | $                | 1,754 |   |                                    | $ | 1,753 |      |  | $ | 311  |   |  | $ | 295 |  
|                                                |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  



Both the BNSF Retirement Plan and the
BNSF Supplemental Retirement Plan had accumulated and projected benefit obligations in excess of plan assets at September 30, 2006 and 2005.



The following table shows the change in plan assets of the plans based on the September 30 measurement date (in millions):



|                                                 |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  
|------------------------------------------------ |  | ---------------- | ----- | - | ---------------------------------- | - | ----- | ---- |  | - | ---- | - |  | - | --- | -
|                                                 |  | Pension Benefits |       |   | Retiree Health andWelfare Benefits |  
|Change in Plan Assets                            |  | 2006             |       |   | 2005                               |   |       | 2006 |  |   | 2005 |  
|Fair value of plan assets at beginning of period |  | $                | 1,347 |   |                                    | $ | 1,276 |      |  | $ |     |   |  | $ |    |  
|Actual return on plan assets                     |  |                  | 126   |   |                                    |   | 176   |      |  |   |     |   |  |   |    |  
|Employer contribution                            |  |                  | 50    |   |                                    |   | 18    |      |  |   | 21   |   |  |   | 22  |  
|Plan participants contributions                 |  |                  |      |   |                                    |   |      |      |  |   | 8    |   |  |   | 8   |  
|Medicare subsidy                                 |  |                  |      |   |                                    |   |      |      |  |   | 1    |   |  |   |    |  
|Benefits paid                                    |  |                  | (129  | ) |                                    |   | (123  | )    |  |   | (30  | ) |  |   | (30 | )
|                                                 |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  
|Fair value of plan assets at measurement date    |  | $                | 1,394 |   |                                    | $ | 1,347 |      |  | $ |     |   |  | $ |    |  
|Adjustment for fourth quarter contribution       |  | $                | 111   |   |                                    | $ | 45    |      |  | $ | 6    |   |  | $ | 5   |  
|                                                 |  |                  |       |   |                                    |   |       |      |  |   |      |   |  |   |     |  



48



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##### Table of Contents

The following table shows the funded status, defined as plan assets less the projected benefit obligation, as of
December 31 (in millions):



|                                                               |  |                  |      |   |                                    |   |      |      |  |   |      |   |  |   |      |  
|-------------------------------------------------------------- |  | ---------------- | ---- | - | ---------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                               |  | Pension Benefits |      |   | Retiree Health andWelfare Benefits |  
|                                                               |  | 2006             |      |   | 2005                               |   |      | 2006 |  |   | 2005 |  
|Funded status (plan assets less projected benefit obligations) |  | $                | (325 | ) |                                    | $ | (466 | )    |  | $ | (305 | ) |  | $ | (290 | )



Of the combined pension and retiree
health and welfare benefits liability of $630 million recognized as of December 31, 2006, $26 million was included in other current liabilities.



Prior to December 31, 2006, actuarial gains and losses and prior service costs were not recognized in the Companys Consolidated Balance Sheets, but were only
included in the footnote disclosures. Beginning on December 31, 2006, upon adoption of SFAS No. 158, the Company began recognizing these costs in the Consolidated Balance Sheet through an adjustment to AOCL. Beginning in 2007, the Company
will recognize actuarial gains and losses and prior service costs in AOCL as they arise. The following table shows the pre-tax change in AOCL attributable to the components of the net cost and the change in benefit obligation (in millions):



|                                                                                                                |  |                  |     |   |                                    |   |      |  |   |      |   |      |   |      |  |   |   |  |   |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------- | --- | - | ---------------------------------- | - | ---- |  | - | ---- | - | ---- | - | ---- |  | - | - |  | - | -
|                                                                                                                |  | Pension Benefits |     |   | Retiree Health andWelfare Benefits
|Change in AOCL                                                                                                  |  | 2006             |     |   | 2005                               |   | 2004 |  |   | 2006 |   | 2005 |   | 2004
|Balance at January 1,                                                                                           |  | $                | 417 |   |                                    | $ | 353  |  | $ | 359  |   |      | $ |     |  | $ |  |  | $ | 
|Increase (decrease) in minimum liability included in other comprehensive loss prior to adoption of SFAS No. 158 |  |                  | (64 | ) |                                    |   | 64   |  |   | (6   | ) |      |   |     |  |   |  |  |   | 
|SFAS No. 158 adoption adjustment                                                                                |  |                  | 76  |   |                                    |   |     |  |   |     |   |      |   | 48   |  |   |  |  |   | 
|                                                                                                                |  |                  |     |   |                                    |   |      |  |   |      |   |      |   |      |  |   |   |  |   |  
|Balance at December 31,                                                                                         |  | $                | 429 |   |                                    | $ | 417  |  | $ | 353  |   |      | $ | 48   |  | $ |  |  | $ | 
|                                                                                                                |  |                  |     |   |                                    |   |      |  |   |      |   |      |   |      |  |   |   |  |   |  



The estimated net actuarial loss and
prior service credit for these defined benefit pension plans that will be amortized from AOCL into net periodic benefit cost over the next fiscal year is expected to be $38 million and less than $1 million, respectively. The estimated net actuarial
loss and prior service credit for the retiree health and welfare benefit plans that will be amortized from AOCL into net periodic benefit cost over the next fiscal year is expected to be $6 million and $8 million, respectively. Pre-tax amounts
currently recognized in AOCL consist of the following (in millions):



|                                                    |  |                 |     |   |                                   |   |     |  
|--------------------------------------------------- |  | --------------- | --- | - | --------------------------------- | - | --- | -
|                                                    |  | PensionBenefits |     |   | Retiree Healthand WelfareBenefits |  
|                                                    |  | 2006            |     |   | 2006                              |  
|Net actuarial loss                                  |  | $               | 430 |   |                                   | $ | 77  |  
|Prior service cost                                  |  |                 | (1  | ) |                                   |   | (29 | )
|                                                    |  |                 |     |   |                                   |   |     |  
|Pre-tax amount recognized in AOCL at December 31,   |  |                 | 429 |   |                                   |   | 48  |  
|                                                    |  |                 |     |   |                                   |   |     |  
|After-tax amount recognized in AOCL at December 31, |  | $               | 264 |   |                                   | $ | 29  |  
|                                                    |  |                 |     |   |                                   |   |     |  



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The following tables show the amounts recognized in the Consolidated Balance Sheet and a reconciliation of the funded
status of the plans with amounts recorded in the Consolidated Balance Sheets for periods prior to the adoption of SFAS No. 158 (in millions):



|                                                     |  |                 |       |   |                                   |   |      |  
|---------------------------------------------------- |  | --------------- | ----- | - | --------------------------------- | - | ---- | -
|                                                     |  | PensionBenefits |       |   | Retiree Healthand WelfareBenefits |  
|December 31,                                         |  | 2005            |       |   | 2005                              |  
|Accrued benefit cost                                 |  | $               | (361  | ) |                                   | $ | (265 | )
|AOCL                                                 |  |                 | 417   |   |                                   |   |     |  
|                                                     |  |                 |       |   |                                   |   |      |  
|Net amount recognized                                |  | $               | 56    |   |                                   | $ | (265 | )
|                                                     |  |                 |       |   |                                   |   |      |  
|                                                     |  |                
|                                                     |  | PensionBenefits |       |   | Retiree Healthand WelfareBenefits |  
|December 31,                                         |  | 2005            |       |   | 2005                              |  
|Fair value of plan assets as of September 30         |  | $               | 1,347 |   |                                   | $ |     |  
|Benefit obligations as of September 30               |  |                 | 1,858 |   |                                   |   | 295  |  
|                                                     |  |                 |       |   |                                   |   |      |  
|Funded status (plan assets less benefit obligations) |  |                 | (511  | ) |                                   |   | (295 | )
|Amounts not recognized:                              |  |                 |       |   |                                   |   |      |  
|Unrecognized net loss                                |  |                 | 524   |   |                                   |   | 61   |  
|Unrecognized prior service cost                      |  |                 | (2    | ) |                                   |   | (36  | )
|Adjustment for fourth quarter contribution           |  |                 | 45    |   |                                   |   | 5    |  
|                                                     |  |                 |       |   |                                   |   |      |  
|Net amount recognized as of December 31,             |  | $               | 56    |   |                                   | $ | (265 | )
|                                                     |  |                 |       |   |                                   |   |      |  



The expected long-term rate of return
is the return the Company anticipates earning, net of plan expenses, over the period that benefits are paid. It reflects the rate of return on present investments and on expected contributions. In determining the expected long-term rate of return,
BNSF Railway considered the following: (i) forward looking capital market forecasts; (ii) historical returns for individual asset classes; and (iii) the impact of active portfolio management.



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



|                                                                           |  |                  |   |  |                                    |   |  |      |   |  |      |   |  |      |   |  |      |  
|-------------------------------------------------------------------------- |  | ---------------- | - |  | ---------------------------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                                                                           |  | Pension Benefits |   |  | Retiree Health andWelfare Benefits |  
|Assumptions used to determine net cost for fiscal years ended December 31, |  | 2006             |   |  | 2005                               |   |  | 2004 |   |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Discount rate                                                              |  | 5.25             | % |  | 5.75                               | % |  | 6.00 | % |  | 5.25 | % |  | 5.75 | % |  | 6.00 | %
|Expected long-term rate of return on plan assets                           |  | 8.00             | % |  | 8.00                               | % |  | 8.25 | % |  |     | % |  |     | % |  |     | %
|Rate of compensation increase                                              |  | 3.90             | % |  | 3.90                               | % |  | 3.90 | % |  | 3.90 | % |  | 3.90 | % |  | 3.90 | %



|                                                                   |  |                  |   |  |                                    |   |  |      |   |  |      |  
|------------------------------------------------------------------ |  | ---------------- | - |  | ---------------------------------- | - |  | ---- | - |  | ---- | -
|                                                                   |  | Pension Benefits |   |  | Retiree Health andWelfare Benefits |  
|Assumptions used to determine benefit obligations at September 30, |  | 2006             |   |  | 2005                               |   |  | 2006 |   |  | 2005 |  
|Discount rate                                                      |  | 5.50             | % |  | 5.25                               | % |  | 5.50 | % |  | 5.25 | %
|Rate of compensation increase                                      |  | 3.90             | % |  | 3.90                               | % |  | 3.90 | % |  | 3.90 | %



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##### Table of Contents

The following table presents assumed health care cost trend rates:



|                                                                            |  |       |   |  |       |   |  |       |  
|--------------------------------------------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|December 31,                                                                |  | 2006  |   |  | 2005  |   |  | 2004  |  
|Assumed health care cost trend rate for next year                           |  | 10.00 | % |  | 10.50 | % |  | 10.00 | %
|Rate to which health care cost trend rate is expected to decline and remain |  | 5.00  | % |  | 5.00  | % |  | 5.00  | %
|Year that the rate reaches the ultimate trend rate                          |  | 2012  |   |  | 2012  |   |  | 2010  |  



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:



|                                             |  |                             |    |                             |   |     |  
|-------------------------------------------- |  | --------------------------- | -- | --------------------------- | - | --- | -
|                                             |  | OnePercentage-PointIncrease |    | OnePercentage-PointDecrease |  
|Effect on total service and interest cost    |  | $                           | 2  |                             | $ | (1  | )
|Effect on post retirement benefit obligation |  | $                           | 25 |                             | $ | (21 | )



The qualified BNSF Retirement Plan
asset allocation at September 30, 2006 and 2005 and the target allocation for 2006 by asset category are as follows:



|                        |  |                  |   |  |                                                  |   |  |      |  
|----------------------- |  | ---------------- | - |  | ------------------------------------------------ | - |  | ---- | -
|                        |  | TargetAllocation |   |  | Percentage of PensionPlanAssets at September 30, |  
|Plan Asset Allocation   |  | 2006             |   |  | 2006                                             |   |  | 2005 |  
|Equity Securities       |  | 45  75          | % |  | 63                                               | % |  | 64   | %
|Fixed Income Securities |  | 20  40          | % |  | 28                                               |   |  | 28   |  
|Real Estate             |  | 5  15           | % |  | 9                                                |   |  | 8    |  
|                        |  |                  |   |  |                                                  |   |  |      |  
|Total                   |  |                  |   |  | 100                                              | % |  | 100  | %
|                        |  |                  |   |  |                                                  |   |  |      |  



The general investment objective of
the BNSF Retirement Plan is to grow the plan assets in relation to the plan liabilities while prudently managing the risk of a decrease in the plans assets relative to those liabilities. To meet this objective, the Companys management
has adopted the above asset allocation ranges. This allows flexibility to accommodate market changes in the asset classes within defined parameters.



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##### Table of Contents

In the fourth quarter of 2006, the Company made a required contribution of $2 million to the BNSF Supplemental Retirement
Plan and a voluntarily contribution of $109 million to the BNSF Retirement Plan. The Company is not required to make any contributions to the BNSF Retirement Plan in 2007. Additionally, the Company expects to make benefit payments in 2007 of
approximately $6 million and $23 million from its non-qualified defined benefit and retiree health and welfare plans, respectively. The following table shows expected benefit payments from these defined benefit pension plans and expected claim
payments and Medicare Part D subsidy receipts for the retiree health and welfare plan for the next five fiscal years and the aggregate five years thereafter (in millions):



|            |  |                                      |     |                                          |   |                         |  |   |     |  
|----------- |  | ------------------------------------ | --- | ---------------------------------------- | - | ----------------------- |  | - | --- | -
|Fiscal year |  | ExpectedPension PlanBenefitPaymentsa |     | ExpectedRetireeHealth andWelfarePayments |   | ExpectedMedicareSubsidy | 
|2007        |  | $                                    | 128 |                                          | $ | 23                      |  | $ | (2  | )
|2008        |  |                                      | 129 |                                          |   | 24                      |  |   | (2  | )
|2009        |  |                                      | 131 |                                          |   | 25                      |  |   | (2  | )
|2010        |  |                                      | 133 |                                          |   | 25                      |  |   | (3  | )
|2011        |  |                                      | 134 |                                          |   | 26                      |  |   | (3  | )
|2012-2016   |  |                                      | 688 |                                          |   | 134                     |  |   | (15 | )

---

|a | Primarily consists of Qualified Defined Benefit 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 matches 50 percent of the first six percent of non-union employees contributions and matches 25 percent on the first four percent of a
limited number of union employees contributions, which are subject to certain percentage limits of the employees earnings, at each pay period. Non-union employees are eligible to receive an annual discretionary matching contribution of
up to 30 percent of the first six percent of their contributions. Employer contributions for all non-union employees are subject to a five-year length of service vesting schedule. The Companys

401(k) matching expense was $28 million, $20 million and $17 million in 2006, 2005 and 2004, respectively.



OTHER



Under collective bargaining agreements, BNSF Railway participates in multi-employer benefit plans that provide certain post-retirement health care and life insurance
benefits for eligible union employees. Insurance premiums paid attributable to retirees, which are generally expensed as incurred, were $44 million, $43 million and $33 million, in 2006, 2005 and 2004, respectively (see Note 11 to the Consolidated
Financial Statements for other deferred benefits payable to certain conductors, trainmen and locomotive engineers).



13. 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 $1,009 million, $636 million and $255 million during 2006, 2005 and
2004, respectively, which are reflected in changes in working capital in the Consolidated Statement of Cash Flows.



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##### Table of Contents

BNSF Railway had a net intercompany receivable balance of $87 million and a net intercompany payable balance of $29
million at December 31, 2006 and 2005, respectively, which are reflected in accounts receivable and accounts payable in the respective Consolidated Balance Sheet. Net intercompany receivable or payable balances are settled in the ordinary
course of business.



At December 31, 2006 and 2005, BNSF Railway had $35
million and $259 million, respectively, of intercompany notes payable to BNSF at a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. During 2006, BNSF Railway had repayments of $226 million of
variable rate notes, partially offset by $2 million of additional borrowings. Proceeds from borrowings are primarily used to fund capital expenditures and other investing activities. Interest is paid semi-annually on all intercompany notes payable.
Interest expense on intercompany notes payable is reflected in interest income, related parties in the Consolidated Income Statements. The intercompany notes are due on demand.



At December 31, 2006 and 2005, BNSF Railway had $3,317 million and $2,876 million, respectively, of intercompany notes receivable from
BNSF with a variable interest rate of 1.0 percent above the monthly average of the daily effective Federal Funds rate. The $441 million increase in intercompany notes receivable is due to $1,111 million of repayments from BNSF, offset by additional
borrowings by BNSF of $1,552 million during 2006. Interest is collected semi-annually on all intercompany notes receivable. The intercompany notes receivable are presented in the Consolidated Balance Sheets net of the intercompany notes payable
discussed above. Interest income from intercompany notes receivable is presented in interest income, related parties in the Consolidated Income Statements.



BNSF Logistics is a wholly-owned non-rail subsidiary of BNSF that specializes in providing third-party logistics services. BNSF Railway earned revenues of $38 million,
$26 million and $3 million for the years ended December 31, 2006, 2005 and 2004, respectively, for transportation services provided to BNSF Logistics by BNSF Railway. Additionally, BNSF Railway purchased truck transportation services for the
Companys materials and supplies from BNSF Logistics of $37 million, $25 million and $19 million for the years ended December 31, 2006, 2005 and 2004.



Under various stock incentive plans, BNSF has granted options to employees to purchase its common stock at a price not less than the fair market value at the date of
grant. Certain employees of BNSF Railway participate in these plans. In addition, under these plans BNSF has other long-term incentive plans to certain BNSF Railway employees, including, among other things, restricted stock and a discounted stock
purchase program. See Notes 2 and 14 for additional information regarding compensation expense recorded for stock incentive plans.



14. Stock-Based Compensation



On April 15, 1999, BNSF shareholders approved the Burlington Northern Santa Fe 1999 Stock Incentive Plan and authorized 20 million shares of BNSF common stock
to be issued in connection with stock options, restricted stock, restricted stock units and performance stock. On April 18, 2001, April 17, 2002, April 21, 2004 and April 19, 2006, BNSF shareholders approved the
amendments to the Burlington Northern Santa Fe 1999 Stock Incentive Plan, which authorized additional awards of 9 million, 6 million, 7 million and 11 million shares, respectively, of BNSF common stock to be issued in connection
with stock options, restricted stock, restricted stock units and performance stock. Approximately 12 million common shares were available for future grant at December 31, 2006.



Additionally, on April 18, 1996, BNSF shareholders approved the non-employee directors stock plan and authorized 900,000 shares
of BNSF common stock to be issued in connection with this plan. Approximately 500,000 common shares were available for future grant at December 31, 2006.



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##### Table of Contents

STOCK OPTIONS



Under BNSFs stock plans, options may be granted to directors, officers and salaried employees at the fair market value of BNSFs common stock on the date of
grant. Stock option grants generally vest ratably over three years and expire within ten years after the date of grant. Shares issued upon exercise of options may be issued from treasury shares or from authorized but unissued shares.



The fair value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model. The following assumptions apply to the options granted for the periods presented:



|                                                         |  |      |       |   |      |   |       |      |  |   |      |  
|-------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ---- | -
|Year ended December 31,                                  |  | 2006 |       |   | 2005 |   |       | 2004 | 
|Weighted average expected life (years)                   |  |      | 4.5   |   |      |   | 4.5   |      |  |   | 3.9  |  
|Weighted average expected volatility                     |  |      | 24.0  | % |      |   | 24.0  | %    |  |   | 26.1 | %
|Weighted average dividend per share                      |  | $    | 0.81  |   |      | $ | 0.69  |      |  | $ | 0.61 |  
|Weighted average risk free interest rate                 |  |      | 4.76  | % |      |   | 3.75  | %    |  |   | 3.45 | %
|Weighted average fair value of options granted per share |  | $    | 20.51 |   |      | $ | 11.33 |      |  | $ | 7.03 |  



Expected volatilities are based on
historical volatility of BNSFs stock, implied volatilities from traded options on BNSFs stock and other factors. The Company uses historical experience with exercise and post-vesting employment termination behavior to determine the
options expected life. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options expected
life.



A summary of the status of stock options as of, and for the year ended
December 31, 2006, is presented below (options in thousands, aggregate intrinsic value in millions):



|                                |  |         |   |  |                               |       |                                                   |      |                         |   |    
|------------------------------- |  | ------- | - |  | ----------------------------- | ----- | ------------------------------------------------- | ---- | ----------------------- | - | ---
|Year ended December 31, 2006    |  | Options |   |  | WeightedAverageExercisePrices |       | WeightedAverageRemainingContractualTerm(in years) |      | AggregateIntrinsicValue
|Balance at beginning of year    |  | 18,281  |   |  | $                             | 32.45 |                                                   |      |                         |   |    
|Granted                         |  | 1,719   |   |  |                               | 79.83 |                                                   |      |                         |   |    
|Exercised                       |  | (4,763  | ) |  |                               | 30.49 |                                                   |      |                         |   |    
|Cancelled                       |  | (177    | ) |  |                               | 41.27 |                                                   |      |                         |   |    
|                                |  |         |   |  |                               |       |                                                   |      |                         |   |    
|Balance at end of year          |  | 15,060  |   |  | $                             | 38.37 |                                                   | 5.15 |                         | $ | 535
|                                |  |         |   |  |                               |       |                                                   |      |                         |   |    
|Options exercisable at year end |  | 11,629  |   |  | $                             | 32.30 |                                                   | 4.19 |                         | $ | 484
|                                |  |         |   |  |                               |       |                                                   |      |                         |   |    



The total intrinsic value of options
exercised was $222 million, $232 million and $140 million for the years ended December 31, 2006, 2005 and 2004, respectively.



OTHER INCENTIVE PROGRAMS



BNSF has other long-term incentive programs that utilize restricted shares/units. A summary of the status of restricted shares/units and the weighted average grant date
fair values as of, and for the year ended December 31, 2006, is presented below (shares in thousands):



|                             |  |            |   |                  |   |                                  |  |                                    |   |       |   |       |  |       |   |  |   |       |  |     |   |  |   |       |  |       |   |  |   |      
|---------------------------- |  | ---------- | - | ---------------- | - | -------------------------------- |  | ---------------------------------- | - | ----- | - | ----- |  | ----- | - |  | - | ----- |  | --- | - |  | - | ----- |  | ----- | - |  | - | -----
|Year ended December 31, 2006 |  | Time Based |   | PerformanceBased |   | BNSF IncentiveBonus StockProgram |  | BNSFDiscountedStockPurchaseProgram |   | Total
|Balance at beginning of year |  | 1,464      |   |                  | $ | 34.80                            |  | 550                                |   |       | $ | 41.99 |  | 1,127 |   |  | $ | 38.47 |  | 70  |   |  | $ | 37.27 |  | 3,211 |   |  | $ | 37.38
|Granted                      |  | 319        |   |                  |   | 79.88                            |  | 235                                |   |       |   | 80.17 |  | 66    |   |  |   | 81.31 |  | 13  |   |  |   | 81.31 |  | 633   |   |  |   | 80.16
|Vested                       |  | (490       | ) |                  |   | 28.44                            |  | (2                                 | ) |       |   | 40.89 |  | (313  | ) |  |   | 25.74 |  | (19 | ) |  |   | 25.38 |  | (824  | ) |  |   | 27.37
|Cancelled                    |  | (26        | ) |                  |   | 45.64                            |  | (18                                | ) |       |   | 50.34 |  | (19   | ) |  |   | 47.70 |  |    |   |  |   |      |  | (63   | ) |  |   | 47.65
|                             |  |            |   |                  |   |                                  |  |                                    |   |       |   |       |  |       |   |  |   |       |  |     |   |  |   |       |  |       |   |  |   |      
|Balance at end of year       |  | 1,267      |   |                  | $ | 48.40                            |  | 765                                |   |       | $ | 53.50 |  | 861   |   |  | $ | 46.19 |  | 64  |   |  | $ | 49.79 |  | 2,957 |   |  | $ | 49.10
|                             |  |            |   |                  |   |                                  |  |                                    |   |       |   |       |  |       |   |  |   |       |  |     |   |  |   |       |  |       |   |  |   |      



54



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A summary of the weighted average grant date fair market values of the restricted share/units as of, and for the years
ended December 31, 2005 and 2004, is presented below:



|                                               |  |           |       |                  |   |                                |  |                                    |       |  |   |      
|---------------------------------------------- |  | --------- | ----- | ---------------- | - | ------------------------------ |  | ---------------------------------- | ----- |  | - | -----
|Grant Date Fair Market Value of Awards Granted |  | TimeBased |       | PerformanceBased |   | BNSFIncentiveBonusStockProgram |  | BNSFDiscountedStockPurchaseProgram
|Year ended December 31, 2005                   |  | $         | 49.23 |                  | $ | 49.21                          |  | $                                  | 47.58 |  | $ | 46.91
|Year ended December 31, 2004                   |  | $         | 32.72 |                  | $ | 32.72                          |  | $                                  | 31.97 |  | $ | 31.84



A summary of the fair value of the
restricted share/units vested during the years ended December 31, 2006, 2005 and 2004, is presented below:



|                                                |  |           |    |                  |   |                                |  |                                    |    |       |   |   |  |   |   
|----------------------------------------------- |  | --------- | -- | ---------------- | - | ------------------------------ |  | ---------------------------------- | -- | ----- | - | - |  | - | --
|Total Fair Value of Shares Vested (in millions) |  | TimeBased |    | PerformanceBased |   | BNSFIncentiveBonusStockProgram |  | BNSFDiscountedStockPurchaseProgram |    | Total
|Year ended December 31, 2006                    |  | $         | 42 |                  | $ |                               |  | $                                  | 25 |       | $ | 1 |  | $ | 68
|Year ended December 31, 2005                    |  | $         | 44 |                  | $ | 11                             |  | $                                  | 8  |       | $ | 1 |  | $ | 64
|Year ended December 31, 2004                    |  | $         | 22 |                  | $ |                               |  | $                                  | 5  |       | $ |  |  | $ | 27



Time-based awards are granted to
senior managers within BNSF Railway primarily as a retention tool and to encourage ownership in BNSF. They generally vest over three years, although in some cases up to five years, and are contingent on continued salaried employment.



Performance-based awards are granted to senior managers within BNSF Railway to encourage
ownership in BNSF and to align managements interest with those of its shareholders. Performance-based awards generally vest over three years and are contingent on the achievement of certain predetermined corporate performance goals (e.g.,
return on invested capital (ROIC)) and continued salaried employment.



Additionally, related to the 2006 and 2005 performance-based grant, eligible employees may also earn performance stock that will be granted in 2009 and 2008 contingent upon achievement of higher ROIC goals and continued salaried employment.
BNSF has committed to a maximum grant of approximately 235,000 and 316,000 shares, respectively.



Certain employees were eligible to exchange through the Burlington Northern Santa Fe Incentive Bonus Stock Program the cash payment of their bonus for grants of restricted stock. In September 2005, the program was
amended so that exchanges of cash bonus payments for awards of restricted stock were no longer permitted after February 2006.



Certain other salaried employees may participate in the BNSF Discounted Stock Purchase Program and use their bonus to purchase BNSF common stock at a discount from the
market price. These shares immediately vest but are restricted for a three-year period.



55



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##### Table of Contents

Shares awarded under each of the plans may not be sold or used as collateral and are generally not transferable by the
holder until the shares awarded become free of restrictions. Compensation cost, net of tax, recorded under the BNSF Stock Incentive Plans is shown in the following table (in millions):



|                              |  |      |     |   |      |   |     |      |  |   |     |  
|----------------------------- |  | ---- | --- | - | ---- | - | --- | ---- |  | - | --- | -
|                              |  | 2006 |     |   | 2005 |   |     | 2004 | 
|Compensation cost             |  | $    | 72  |   |      | $ | 37  |      |  | $ | 31  |  
|Income tax benefit            |  |      | (25 | ) |      |   | (14 | )    |  |   | (12 | )
|                              |  |      |     |   |      |   |     |      |  |   |     |  
|Total                         |  | $    | 47  |   |      | $ | 23  |      |  | $ | 19  |  
|                              |  |      |     |   |      |   |     |      |  |   |     |  
|Compensation cost capitalized |  | $    | 6   |   |      | $ | 3   |      |  | $ | 2   |  



At December 31, 2006, there was
$109 million of total unrecognized compensation cost related to unvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.38 years.



15. Accounting Pronouncements



In September 2006, the FASB issued FASB Staff Position (FSP) AUG AIR-1, Accounting for
Planned Major Maintenance Activities. Under the previous guidance, four alternative methods of accounting for planned major maintenance activities were permitted. However, with the issuance of this FSP, the accrue-in-advance method of accounting
for planned major maintenance activities will no longer be allowed, effective the first fiscal year beginning after December 15, 2006. The Company currently uses the accrue-in-advance method of accounting for leased locomotive overhauls, which
includes the refurbishment of the engine and related components. Beginning on January 1, 2007, the Company will transition to the deferral method and will apply this change retrospectively for all financial statements presented.
Correspondingly, BNSF Railway will eliminate the liability recorded from the accrue-in-advance methodology and establish an asset for overhauls that have been performed. Prospectively, the asset will be amortized to expense until the next overhaul
or the end of the lease, whichever is first, typically between 6 and 8 years. The offset will result in an increase of approximately $125 million to the 2005 opening retained earnings balance. Net income for the years ended December 31, 2006
and 2005 is expected to increase as compared with amounts currently presented by approximately $2 million and $3 million, respectively.



In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, Accounting for Income Taxes. The
Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize 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
should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The provisions of FIN 48 are effective beginning January 1, 2007. The impact of the Companys reassessment of its tax positions in accordance with the requirements of FIN 48
is expected to be immaterial; however, the Company is awaiting additional guidance expected to be issued in March 2007.



See also Note 12 to the Consolidated Financial Statements for information regarding the adoption of SFAS No. 158.



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16. Quarterly Financial DataUnaudited



|                    |  |         |       |       |   |        |  |       |       |  |   |      
|------------------- |  | ------- | ----- | ----- | - | ------ |  | ----- | ----- |  | - | -----
|Dollars in millions |  | Fourtha |       | Third |   | Second |  | First
|2006                |  |         |       |       |   |        |  |       |       |  |   |      
|Revenues            |  | $       | 3,841 |       | $ | 3,887  |  | $     | 3,657 |  | $ | 3,426
|Operating income    |  | $       | 946   |       | $ | 918    |  | $     | 875   |  | $ | 796  
|Net income          |  | $       | 617   |       | $ | 572    |  | $     | 556   |  | $ | 489  
|                    |  |         |       |       |   |        |  |       |       |  |   |      
|2005                |  |         |       |       |   |        |  |       |       |  |   |      
|Revenues            |  | $       | 3,507 |       | $ | 3,280  |  | $     | 3,106 |  | $ | 2,953
|Operating income    |  | $       | 801   |       | $ | 777    |  | $     | 713   |  | $ | 637  
|Net income          |  | $       | 496   |       | $ | 476    |  | $     | 427   |  | $ | 379  

---

|a | 2005 operating income and net income include an impairment charge related to an agreement to sell certain line segments to the State of New Mexico of $71 million pre-tax or $44
million net of tax.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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



None.



Item 9A. 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. Additionally, as of the end of the period covered by this report, BNSF Railways principal executive officer and principal
financial officer have 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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##### Table of Contents

Part III



Item 14. Principal Accountant Fees and Services



BNSF Railway is a wholly owned subsidiary of Burlington Northern Santa Fe Corporation (BNSF) and does not have an audit committee of its Board of Directors. Services provided by the registrants principal accountant and all fees are
subject to pre-approval policies and procedures of the Audit Committee of the Board of Directors of BNSF. Information concerning principal accounting fees and services for BNSF including its wholly-owned subsidiary, BNSF Railway, will be provided
under the heading Item 2: Appointment of Independent Auditor; Independent Auditor Fees in BNSFs proxy statement for its 2007 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later
than 120 days after the end of the fiscal year, and the information under that heading is hereby incorporated by reference.



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##### Table of Contents

Part IV



Item 15. Exhibits, 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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##### Table of Contents

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
|                         |  |    
|Dated: February 16, 2007 |  | By: |  | /s/ Matthew K. Rose 
|                         |  |     |  |                      |  | Matthew K. Rose                                
|                         |  |     |  |                      |  | Chairman, President and Chief Executive Officer



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of BNSF Railway Company and in the capacities and on the date indicated.



|                        |  |  |  |                                                                                                 
|----------------------- |  |  |  | ------------------------------------------------------------------------------------------------
|SIGNATURE               |  |  |  | TITLE                                                                                           
|                        |  | 
|/s/ Matthew K. Rose     |  |  |  | Chairman, President and Chief Executive Officer (Principal Executive Officer), and Director     
|Matthew K. Rose         |  |  | 
|                        |  | 
|/s/ Thomas N. Hund      |  |  |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer), and Director
|Thomas N. Hund          |  |  | 
|                        |  | 
|/s/ Paul W. Bischler    |  |  |  | Vice President and Controller (Principal Accounting Officer)                                    
|Paul W. Bischler        |  |  | 
|                        |  | 
|/s/ Carl R. Ice         |  |  |  | Director                                                                                        
|Carl R. Ice             |  |  |  |                                                                                                 
|                        |  | 
|/s/ Jeffrey R. Moreland |  |  |  | Director                                                                                        
|Jeffrey R. Moreland     |  |  |  |                                                                                                 
|                        |  | 
|/s/ John Lanigan        |  |  |  | Director                                                                                        
|John Lanigan            |  |  |  |                                                                                                 
|                        |  | 
|/s/ Roger Nober         |  |  |  | Director                                                                                        
|Roger Nober             |  |  |  |                                                                                                 



|                         |  | 
|------------------------ |  | 
|                        
|Dated: February 16, 2007
|                         |  | 
|                         |  | 



S-1



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##### Table of Contents

BNSF Railway Company and Subsidiaries - Index to Exhibits



|               |  |                                                                                                                                                                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                         
|               | 
|3.1            |  | Restated Certificate of Incorporation of BNSF Railway Company effective January 17, 2005. Incorporated by reference to BNSF Railway Companys Report on Form 10-Q for the quarter ended
June 30, 2005.                                                                                              
|               | 
|3.2            |  | By-Laws of BNSF Railway Company, as amended August 30, 2005. Incorporated by reference to Exhibit 3.1 to BNSF Railway Companys Report on Form 10-Q for the quarter ended September 30,
2005.                                                                                                       
|               | 
|4.1            |  | BNSF Railway is not filing any instruments evidencing indebtedness because the total amount of securities authorized under any single such instrument does not exceed ten percent of BNSF
Railways total assets. Copies of any such material instruments will be furnished to the SEC upon request.
|               | 
|12.1           |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                  
|               | 
|31.1           |  | Principal Executive Officers Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).                                                                                                                                                                            
|               | 
|31.2           |  | Principal Financial Officers Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002).                                                                                                                                                                            
|               | 
|32.1           |  | Certification Pursuant to Rule 13a-14(b) and 18 U.S.C. § 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).                                                                                                                                                                                      



E-1