Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 25 2019 - 6:02AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Free Writing Prospectus
Registration Statement No. 333-222869
Pricing Term Sheet
Dated as of October 24, 2019
Norfolk Southern Corporation
$400,000,000 2.550% Senior Notes due 2029
$400,000,000 3.400% Senior Notes due 2049
The following information, which should be read in conjunction with the Preliminary Prospectus Supplement dated October 24, 2019 (the “Preliminary
Prospectus Supplement”), supplements, and to the extent it is inconsistent with replaces, the information set forth in the Preliminary Prospectus Supplement.
$400,000,000 2.550% Senior Notes due 2029
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Issuer:
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Norfolk Southern Corporation
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Format:
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SEC Registered
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Denominations:
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$2,000 x $1,000
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Expected Ratings* (Moody’s/S&P):
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Baa1/BBB+
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Trade Date:
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October 24, 2019
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Settlement Date:
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November 4, 2019 (T+7)
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Principal Amount:
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$400,000,000
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Maturity Date:
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November 1, 2029
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Benchmark Treasury:
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1.625% due August 15, 2029
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Benchmark Treasury Price / Yield:
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98-25 / 1.761%
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Spread to Benchmark Treasury:
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T + 83 basis points
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Yield to Maturity:
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2.591%
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Coupon:
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2.550%
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Interest Payment Dates:
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May 1 and November 1, commencing May 1, 2020
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Public Offering Price:
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99.641% of the principal amount
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Optional Redemption:
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Any time at the following redemption price: (i) if the notes are redeemed prior to the date that is three months prior to the Maturity Date, the greater of 100% or the make-whole amount at a discount rate equal to the
applicable Treasury Yield (as defined in the Preliminary Prospectus Supplement) plus 15 basis points, and
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1
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(ii) if the notes are redeemed on or after the date that is three months prior to the Maturity Date, 100%
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CUSIP# / ISIN#:
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655844 CE6 / US655844CE60
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$400,000,000 3.400% Senior Notes due 2049
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Issuer:
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Norfolk Southern Corporation
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Format:
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SEC Registered
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Denominations:
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$2,000 x $1,000
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Expected Ratings* (Moody’s/S&P):
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Baa1/BBB+
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Trade Date:
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October 24, 2019
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Settlement Date:
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November 4, 2019 (T+7)
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Principal Amount:
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$400,000,000
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Maturity Date:
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November 1, 2049
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Benchmark Treasury:
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2.875% due May 15, 2049
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Benchmark Treasury Price / Yield:
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113-15 / 2.249%
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Spread to Benchmark Treasury:
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T + 120 basis points
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Yield to Maturity:
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3.449%
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Coupon:
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3.400%
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Interest Payment Dates:
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May 1 and November 1, commencing May 1, 2020
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Public Offering Price:
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99.089% of the principal amount
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Optional Redemption:
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Any time at the following redemption price: (i) if the notes are redeemed prior to the date that is six months prior to the Maturity Date, the greater of 100% or the make-whole amount at a discount rate equal to the applicable
Treasury Yield (as defined in the Preliminary Prospectus Supplement) plus 20 basis points, and (ii) if the notes are redeemed on or after the date that is six months prior to the Maturity Date, 100%.
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CUSIP# / ISIN#:
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655844 CD8 / US655844CD87
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Joint Book-Running Managers:
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BofA Securities, Inc.
Morgan Stanley &
Co. LLC
Wells Fargo Securities, LLC
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Co-Managers:
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Capital One Securities, Inc.
Fifth Third
Securities, Inc.
MUFG Securities Americas Inc.
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2
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PNC Capital Markets LLC
SMBC Nikko Securities
America, Inc.
The Williams Capital Group, L.P.
U.S. Bancorp
Investments, Inc.
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
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The Issuer has filed a registration statement and a prospectus with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the related preliminary prospectus supplement 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 representatives of the underwriters can arrange to send you the
prospectus and related preliminary prospectus supplement if you request it by calling BofA Securities, Inc. at 1-800-294-1322,
Morgan Stanley & Co. LLC at 1-866-718-1649, or Wells Fargo Securities, LLC at 1-800-645-3751. This information does not purport to be a complete description of these securities or the offering. Please refer to the preliminary prospectus
supplement for a complete description of the securities. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
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