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Burlington Northern Santa Fe 8-K 2011 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2011
Burlington Northern Santa Fe, LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(800) 795-2673
(Registrant’s Telephone Number, Including Area Code) (Not Applicable)
(Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01. Entry into a Material Definitive Agreement.
Burlington Northern Santa Fe, LLC (“BNSF”) entered into an underwriting agreement (the
“Underwriting Agreement”) dated as of May 16, 2011, with Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters
listed therein (collectively, the “Underwriters”), pursuant to which BNSF agreed to sell and the
Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $250
million in aggregate principal amount of 4.10% Debentures due June 1, 2021, and $500 million in
aggregate principal amount of 5.40% Debentures due June 1, 2041, as described in the prospectus
supplement dated May 16, 2011, filed pursuant to BNSF’s shelf registration statement on Form S-3,
Registration No. 333-166755.
The debentures were issued under the Indenture dated as of December 1, 1995, the Fifth
Supplemental Indenture dated as of February 11, 2010 and the Eighth Supplemental Indenture dated as
of May 19, 2011, between BNSF and The Bank of New York Mellon Trust Company, N.A. (formerly known
as The Bank of New York Trust Company, N.A.), as successor in interest to The First National Bank
of Chicago, as trustee, and an officers’ certificate providing for the issuance of the debentures.
The Underwriters delivered the debentures against payment on May 19, 2011.
A copy of the Underwriting Agreement, Eighth Supplemental Indenture and other documents
relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index included herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BURLINGTON NORTHERN SANTA FE, LLC
INDEX OF EXHIBITS
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