0001193125-20-128947.txt : 20200430 0001193125-20-128947.hdr.sgml : 20200430 20200430170303 ACCESSION NUMBER: 0001193125-20-128947 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200430 DATE AS OF CHANGE: 20200430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORFOLK SOUTHERN CORP CENTRAL INDEX KEY: 0000702165 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 521188014 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-222869 FILM NUMBER: 20836590 BUSINESS ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 BUSINESS PHONE: 7576292680 MAIL ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORFOLK SOUTHERN CORP CENTRAL INDEX KEY: 0000702165 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 521188014 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 BUSINESS PHONE: 7576292680 MAIL ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 FWP 1 d912443dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Free Writing Prospectus

Registration Statement No. 333-222869

Pricing Term Sheet

Dated as of April 30, 2020

Norfolk Southern Corporation

$800,000,000 3.050% Senior Notes due 2050

The following information, which should be read in conjunction with the Preliminary Prospectus Supplement dated April 30, 2020 (the “Preliminary Prospectus Supplement”), supplements, and to the extent it is inconsistent with replaces, the information set forth in the Preliminary Prospectus Supplement.

 

Issuer:

    Norfolk Southern Corporation

Format:

    SEC Registered

Denominations:

    $2,000 x $1,000

Expected Ratings* (Moody’s/S&P):

    Baa1/BBB+

Trade Date:

    April 30, 2020

Settlement Date:

    May 11, 2020 (T+7)

Principal Amount:

    $800,000,000

Maturity Date:

    May 15, 2050

Benchmark Treasury:

    2.375% due November 15, 2049

Benchmark Treasury Price / Yield:

    126-25+ / 1.282%

Spread to Benchmark Treasury:

    T + 178 basis points

Yield to Maturity:

    3.062%

Coupon:

    3.050%

Interest Payment Dates:

    May 15 and November 15, commencing November 15, 2020

Public Offering Price:

    99.765% of the principal amount

Optional Redemption:

    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 30 basis points, and (ii) if the notes are redeemed on or after the date that is six months prior to the Maturity Date, 100%

CUSIP# / ISIN#:    655844 CF3 / US655844CF36
Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

U.S. Bancorp Investments, Inc.

Co-Managers:   

Capital One Securities, Inc.

Fifth Third Securities, Inc.

MUFG Securities Americas Inc.

PNC Capital Markets LLC

Siebert Williams Shank & Co., LLC

SMBC Nikko Securities America, Inc.

*    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.

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 Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, or U.S. Bancorp Investments, Inc. at 1-877-558-2607. 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.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

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