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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/15/22 Norfolk Southern Corp. 8-K:1,2,9 6/13/22 13:407K 2ENGAGE/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 86K 3: EX-5.1 Opinion of Counsel re: Legality HTML 15K 4: EX-5.2 Opinion of Counsel re: Legality HTML 27K 8: R1 Cover HTML 46K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- e22351_nsc-8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- nsc-20220613_lab XML 97K 7: EX-101.PRE XBRL Presentations -- nsc-20220613_pre XML 64K 5: EX-101.SCH XBRL Schema -- nsc-20220613 XSD 12K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 32K 13: ZIP XBRL Zipped Folder -- 0001552781-22-000458-xbrl Zip 45K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2022 ( i June 13, 2022)
________________________________
i NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
| i Virginia | i 1-8339 | i 52-1188014 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| i 650 West Peachtree Street NW | |
| ( i 855) i 667-3655 | |
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) |
No Change
(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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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 |
Name of each exchange on which registered | ||
| i Norfolk Southern Corporation Common Stock (Par Value $1.00) |
i NSC | i New York Stock Exchange |
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).
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. ☐
C:
| Item 1.01. | Entry into a Material Definitive Agreement. |
See description under Item 2.03.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 13, 2022, Norfolk Southern Corporation (the “Registrant”) completed its offering of $750,000,000 aggregate principal amount of its 4.550% Senior Notes due 2053 (the “Notes”) pursuant to an Underwriting Agreement, dated June 2, 2022 (the “Agreement”), by and among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were sold pursuant to the Registrant’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-252723). The Agreement was initially filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022. The description of the Agreement contained herein is qualified by reference thereto.
The Notes were issued pursuant to an indenture, dated as of February 28, 2018, as supplemented by a ninth supplemental indenture, dated as of June 13, 2022 (the “Ninth Supplemental Indenture”), each between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The Notes will pay interest semi-annually in arrears at a rate of 4.550% per annum.
The Notes may be redeemed in whole at any time or in part from time to time, at the Registrant’s option, as described below.
If the Notes are redeemed prior to the date that is six months prior to the maturity date for the Notes, the redemption price for the Notes to be redeemed will be equal to the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed to and including the date that is six months prior to the maturity date of the Notes (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
If the Notes are redeemed on or after the date that is six months prior to the maturity date for the Notes, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date.
The Ninth Supplemental Indenture is filed herewith as Exhibit 4.1. The description of the Ninth Supplemental Indenture contained herein is qualified by reference thereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
C:
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.
| NORFOLK SOUTHERN CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Denise W. Hutson | |
| Name: Denise W. Hutson | ||
| Title: Corporate Secretary | ||
Date: June 15, 2022
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/15/22 | |||
| For Period end: | 6/13/22 | |||
| 6/6/22 | 424B5, 8-K | |||
| 6/2/22 | 4, 424B5, 8-K, FWP | |||
| 2/28/18 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/05/24 Norfolk Southern Corp. 10-K 12/31/23 117:12M 2/03/23 Norfolk Southern Corp. 10-K 12/31/22 117:15M 1/27/23 Norfolk Southern Corp. 424B5 2:476K 2ENGAGE/FA 1/26/23 Norfolk Southern Corp. 424B5 1:467K 2ENGAGE/FA 7/27/22 Norfolk Southern Corp. 10-Q 6/30/22 60:4.7M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/06/22 Norfolk Southern Corp. 8-K:1,9 6/02/22 11:424K 2ENGAGE/FA |