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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): August 17, 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 August 17, 2011, with Citigroup Global Markets Inc., Goldman,
Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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, $450 million in aggregate principal amount of 3.45% Debentures due September 15,
2021, and $300 million in aggregate principal amount of 4.95% Debentures due September 15, 2041, as
described in the prospectus supplement dated August 17, 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 Ninth Supplemental Indenture dated as
of August 22, 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 August 22, 2011.
A copy of the Underwriting Agreement, Ninth 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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