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, 2023 (September 30, 2023)


Burlington Northern Santa Fe, LLC
(Exact Name of Registrant as Specified in Its Charter)
 

         
Delaware
 
001-11535
 
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 (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
  
None
   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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 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”), transferred its membership interests in the 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 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number and Description

 




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  
       
Date:  October 5, 2023
By:
/s/ Paul W. Bischler  
    Name: Paul W. Bischler
 
    Title: Executive Vice President and
Chief Financial Officer