Item 1.01. Entry into a Material Definitive Agreement.

On January 26, 2023, Norfolk Southern Corporation (the "Registrant") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, to issue and sell $500,000,000 aggregate principal amount of the Registrant's 4.450% Senior Notes due 2033 (the "Notes") at a public offering price equal to 99.650% of the aggregate principal amount of the Notes (the "Offering").

The Registrant estimates that the net proceeds from the Offering will be approximately $494.0 million, after deducting the underwriting discount and estimated Offering expenses payable by the Registrant. The Registrant intends to use the net proceeds from the sale of the Notes for general corporate purposes. The Offering is expected to close on or about February 2, 2023, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Registrant or its subsidiaries, and the sale of any Notes pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Registrant. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Notes have been offered pursuant to a prospectus supplement, dated January 26, 2023 (the "Prospectus Supplement"), to the prospectus dated February 4, 2021, that form part of the Registrant's effective Registration Statement on Form S-3 (File No. 333-252723) filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

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.

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

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