Filed Pursuant to Rule 433

Registration No. 333-264739

May 31, 2022

Burlington Northern Santa Fe, LLC

$1,000,000,000 4.450% Debentures due January 15, 2053

Final Term Sheet

 

Issuer:		Burlington Northern Santa Fe, LLC
Ratings (Moody’s / S&P)*:		A3 (stable) / AA- (stable)
Note Type:		Senior Unsecured Debentures
Offering Format:		SEC Registered
Trade Date:		May 31, 2022
Settlement Date**:		June 7, 2022 (T+5)
Maturity Date:		January 15, 2053
Final Terms
Principal Amount:		$1,000,000,000 aggregate principal amount of the 4.450% Debentures due January 15, 2053
Benchmark Treasury:		UST 2.250% due February 15, 2052
Benchmark Treasury Price / Yield:		83-27+ / 3.083%
Re-offer Spread:		T + 140 bps
Re-offer Yield:		4.483%
Coupon:		4.450%
Price to Public:		99.447% of the principal amount
Coupon Dates:		January 15 and July 15
First Coupon Date:		January 15, 2023
Make-Whole Call:		T + 25 bps (at any time before July 15, 2052)
Par Call:		At any time on or after July 15, 2052
Day Count Convention:		30/360
Denominations:		$2,000 x $1,000
CUSIP / ISIN:		12189L BJ9 / US12189LBJ98
Joint Book-Running Managers:		BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC
Co-Managers:		Academy Securities, Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc.

 

*	A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

**

We expect to deliver the Debentures against payment therefor in New York City on or about June 7, 2022, which will be the fifth business day following the date of the prospectus supplement and of the pricing of the Debentures. Under Rule 15c6-l of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Debentures on the pricing date or the next two succeeding business days will be required by virtue of the fact that the Debentures initially will settle in five business days (T+5) to specify alternative settlement arrangements to prevent failed settlement.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 1 (800) 294-1322, Citigroup Global Markets Inc. at 1 (800) 831-9146, Goldman Sachs & Co. LLC at 1 (866) 471-2526 or J.P. Morgan Securities LLC collect at 1 (212) 834-4533.

No PRIIPs KID. Not for retail investors in the EEA. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.