Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 2, 2023, Norfolk Southern Corporation (the "Registrant") completed its offering of $500,000,000 aggregate principal amount of its 4.450% Senior Notes due 2033 (the "Notes") pursuant to an Underwriting Agreement, dated January 26, 2023 (the "Agreement"), by and among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc., 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 January 27, 2023. 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 tenth supplemental indenture, dated as of February 2, 2023 (the "Tenth 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 4.450% 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 three 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 three 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 three 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 Tenth Supplemental Indenture is filed herewith as Exhibit 4.1. The description of the Tenth 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:





 Exhibit
  Number     Description

1.1            Underwriting Agreement, dated January 26, 2023 among the Registrant
             and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S.
             Bancorp Investments, Inc. is incorporated by reference to Exhibit 1.1
             of the Registrant's Current Report on Form 8-K filed on January 27,
             2023.

4.1            Tenth Supplemental Indenture, dated as of February 2, 2023, between
             the Registrant and U.S. Bank Trust Company, National Association (as
             successor to U.S. Bank National Association), as trustee.

5.1            Opinion Letter of Christine R. Hardy, Deputy General Counsel -
             Corporate & Data Privacy Officer of the Registrant regarding the
             validity of the Notes.

5.2            Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP
             regarding the validity of the Notes.

23.1           Consent of Christine R. Hardy (included in Exhibit 5.1).

23.2           Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
             Exhibit 5.2).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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