Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 22 2017 - 04:24PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Free Writing Prospectus
Registration Statement No. 333-202023
Pricing Term Sheet
Pricing Term Sheet
Dated
as of May 22, 2017
Norfolk Southern Corporation
$300,000,000 3.150% Senior Notes due 2027
The following information supplements the Preliminary Prospectus Supplement dated May 22, 2017 (the Preliminary Prospectus Supplement), and
is filed pursuant to Rule 433, under Registration No. 333-202023.
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Issuer:
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Norfolk Southern Corporation
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Principal Amount:
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$300,000,000
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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* (Moodys /S&P):
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Baa1 / BBB+
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Trade Date:
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May 22, 2017
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Settlement Date:
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May 31, 2017 (T+6)
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Maturity Date:
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June 1, 2027
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Interest Payment Dates:
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June 1 and December 1, commencing December 1, 2017
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Benchmark Treasury:
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2.375% due May 15, 2027
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Benchmark Treasury Price / Yield:
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101-04 / 2.248%
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Spread to Benchmark Treasury:
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T+92 basis points
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Yield to Maturity:
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3.168%
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Coupon:
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3.150%
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Public Offering Price:
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99.847% 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 (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 BT4 / US655844BT49
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.
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.
U.S. Bancorp
Investments, Inc.
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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.
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 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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