form425-.htm

Statements contained herein concerning projections or expectations of financial or operational performance or economic outlook, or concerning
other future events or results, or which refer to matters which are not historical facts, are "forward-looking statements" within the meaning of the federal securities
laws. Similarly, statements that describe Burlington Northern Santa Fe Corporation’s (BNSF) or Berkshire Hathaway’s objectives, expectations, plans or goals are
forward-looking statements. Forward-looking statements include, without limitation, BNSF’s or Berkshire Hathaway’s expectations concerning the marketing
outlook for their businesses, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market
conditions or economic performance and developments in the capital and credit markets and expected future financial performance. Forward-looking statements
also include statements regarding the expected benefits of the proposed acquisition of BNSF by Berkshire Hathaway. Forward-looking statements involve a
number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

Important factors that could cause such differences include, but are not limited to: adverse changes in economic or industry conditions, both in
the United States and globally; continuing volatility in the capital or credit markets and other changes in the securities and capital markets; changes affecting
customers or suppliers; competition and consolidation in the industries in which BNSF and Berkshire Hathaway compete; labor costs and labor difficulties;
developments and changes in laws and regulations; developments in and losses resulting from claims and litigation; natural events such as severe weather, fires,
floods and earthquakes or acts of terrorism; changes in operating conditions and costs; and the extent of BNSF’s or Berkshire Hathaway’s ability to achieve their
operational and financial goals and initiatives. In addition, the acquisition of BNSF by Berkshire Hathaway is subject to the satisfaction of the conditions to the
completion of the acquisition and the absence of events that could give rise to the termination of the merger agreement for the acquisition, and the possibility that
the acquisition does not close, and risks that the proposed acquisition disrupts current plans and operations and business relationships, or poses difficulties in
employee retention.

We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information
currently available to us as of the date a forward-looking statement is made. We undertake no obligation to revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs. In the event that we do update any forward-looking statements, no inference should be made that we
will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other
important assumptions and factors that could cause actual results to differ materially from our forward-looking statements, including discussions of significant risk
factors, may appear in BNSF’s or Berkshire Hathaway’s public filings with the Securities and Exchange Commission (the “SEC”), which are accessible at
www.sec.gov, and which you are advised to consult.

In connection with the proposed transaction, Berkshire Hathaway will file with the SEC a registration statement that will include a proxy
statement of BNSF that also constitutes a prospectus of Berkshire Hathaway relating to the proposed transaction. Investors are urged to read the registration
statement and proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important
information about Berkshire Hathaway, BNSF and the proposed transaction. The registration statement and proxy statement/prospectus and other documents
relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov, Berkshire Hathaway’s
website of http://www.berkshirehathaway.com/ and BNSF’s website of http://www.bnsf.com/. In addition, these documents (when they are available) can also be
obtained free of charge from Berkshire Hathaway upon written request to Corporate Secretary or by calling (402) 346-1400 or from BNSF, upon written request to
Linda Hurt or John Ambler or by calling (817) 352-6452 or (817) 867-6407.

BNSF, Berkshire Hathaway and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information regarding the directors and executive officers of
BNSF may be found in its 2008 Annual Report on Form 10-K filed with the SEC on February 13, 2009, and in its definitive proxy statement relating to its 2009
Annual Meeting of Shareholders filed with the SEC on March 16, 2009. Information regarding the directors and executive officers of Berkshire Hathaway may be
found in its 2008 Annual Report on Form 10-K filed with the SEC on March 2, 2009, and definitive proxy statement relating to its 2009 Annual Meeting of
Shareholders filed with the SEC on March 13, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information
regarding the interests of these participants will also be included in the registration statement and proxy statement/prospectus regarding the proposed transaction
when it is filed with the SEC.

Forward Looking Statements