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): ~~October 5~~June 7, ~~2023 (September 30, 2023)~~2024

Burlington Northern Santa Fe, LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware		~~001~~1-11535		27-1754839
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)


2650 Lou Menk Drive, Fort Worth, TX		76131
(Address of Principal Executive Offices)		(Zip Code)

(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: ~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17see ~~CFR~~General ~~230.425)~~Instruction ~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~A.~~14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act (17 CFR 240~~.~~14d-2(b))~~ ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5 1.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

~~Effective~~See ~~September~~description ~~30, 2023, National Indemnity Company (the “Sole Member”), a Nebraska corporation that is wholly owned by Berkshire Hathaway Inc. (“Berkshire”) and the sole member~~ of ~~Burlington Northern Santa Fe, LLC, a Delaware limited liability company (~~the ~~“Company”),~~Twenty-Eighth ~~transferred~~Supplemental ~~its~~Indenture ~~membership interests~~ in ~~the~~Item Company to Berkshire and resigned as a member of the Company (collectively, the “Transfer”). After giving effect to the Transfer, Berkshire is the sole member of the Company. In connection with the Transfer, and solely to reflect Berkshire’s status as the sole member of the Company, the Company amended the Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of February 12, 2010, and amended April 8~~, 2010 and January 1, 2021 (the “Operating Agreement”)~~. The foregoing summary does not purport to be complete and is qualified in its entirety by the written consent of the Sole Member adopting the amendment to the Operating Agreement and the acknowledgement and agreement of Berkshire, a copy of which is attached hereto as Exhibit 301.1 ~~and 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 8.01.

Item 8.01.

Other Events.

Burlington Northern Santa Fe, LLC (“BNSF”) entered into an underwriting agreement (the “Underwriting Agreement”) dated June 3, 2024, with BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. 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, $1,300,000,000 in aggregate principal amount of 5.500% Debentures due March 15, 2055, as described in the prospectus supplement dated June 3, 2024, filed pursuant to BNSF’s shelf registration statement on Form S-3, Registration No. 333-264739.

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 Twenty-Eighth Supplemental Indenture dated as of June 7, 2024, 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.

A copy of the Underwriting Agreement, Twenty-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 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number and Description 3.1 Written Consent of the Sole Member adopting the amendment to the Operating Agreement and acknowledgement and agreement of Berkshire Hathaway Inc., dated September 30, 2023.


		Exhibit Number and Description

1.1		Underwriting Agreement, dated June 3, 2024, among Burlington Northern Santa Fe, LLC and BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.

4.1		Twenty-Eighth Supplemental Indenture, dated as of June 7, 2024, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee.

4.2		Certificate of Determination as to the terms of BNSF’s 5.500% Debentures due March 15, 2055.

5.1		Opinion of Cravath, Swaine & Moore LLP, as to the validity of the securities being offered.

23.1		Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~			BURLINGTON NORTHERN SANTA FE, LLC
Date: October 5, 2023	By:	/s/ Paul W. Bischler
Date: June 7, 2024				By:	/s/ Paul W. Bischler
		~~Name:~~	~~Paul W. Bischler~~	Name:	Paul W. Bischler
		~~Title:~~	~~Executive Vice President and Chief Financial Officer~~	Title:	Executive Vice President and Chief Financial Officer

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