| 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 anOff-Balance Sheet Arrangement of a Registrant. |
On May 8, 2019, Norfolk Southern Corporation (the “Registrant”) completed its offering of (i) $200,000,000 aggregate principal amount of its 3.800% Senior Notes due 2028 (the “2028 Notes”), (ii) $400,000,000 aggregate principal amount of its 4.100% Senior Notes due 2049 (the “2049 Notes”) and (iii) $200,000,000 aggregate principal amount of its 5.100% Senior Notes due 2118 (the “2118 Notes” and collectively with the 2028 Notes and the 2049 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated April 29, 2019 (the “Agreement”), by and among the Registrant and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The Notes were sold pursuant to the Registrant’s Automatic Shelf Registration Statement on FormS-3 (FileNo. 333-222869). The Agreement was initially filed as Exhibit 1.1 to the Registrant’s Current Report on Form8-K filed on May 1, 2019. 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 (the “Base Indenture”), as supplemented by a second supplemental indenture, dated as of August 2, 2018 (the “Second Supplemental Indenture”), and as further supplemented by a third supplemental indenture, dated as of May 8, 2019 (the “Third Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), each between the Registrant and U.S. Bank National Association, as trustee. The 2028 Notes will pay interest semi-annually in arrears at a rate of 3.800% per annum, the 2049 Notes will pay interest semi-annually in arrears at a rate of 4.100% per annum and the 2118 Notes will pay interest semi-annually in arrears at a rate of 5.100% per annum. The 2028 Notes constitute a further issuance of, and will be consolidated and form a single series of debt securities with, the $400,000,000 aggregate principal amount of the Registrant’s 3.800% Senior Notes due 2028 issued on August 2, 2018, and the 2118 Notes constitute a further issuance of, and will be consolidated and form a single series of debt securities with, the $600,000,000 aggregate principal amount of the Registrant’s 5.100% Senior Notes due 2118 issued on August 2, 2018.
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 Notesare redeemed prior to the date that is three months prior to the maturity date for the 2028 Notes, six months prior to the maturity date for the 2049 Notes or six months prior to the maturity date for the 2118 Notes, the redemption price for such 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 three months prior to the maturity date for the 2028 Notes, six months prior to the maturity date for the 2049 Notes or six months prior to the maturity date for the 2118 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 a360-day year consisting of twelve30-day months) at a specified rate for each series of Notes, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
If the Notesare redeemed on or after the date that is three months prior to the maturity date for the 2028 Notes, six months prior to the maturity date for the 2049 Notes or six months prior to the maturity date for the 2118 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.
2
