NORFOLK SOUTHERN CORP : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Point 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”) has completed its offer of $500,000,000 Aggregate principal amount of its 4.450% Senior Notes due 2033 (the “Notes”) pursuant to an acquisition agreement dated
January 26, 2023 (the “Agreement”), by and under the registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc., as a representative of the several consortium banks mentioned there. The Notes were sold pursuant to Registrant’s Automatic Shelf Registration Statement on Form S-3 (File Number 333-252723). The agreement was originally submitted as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K January 27, 2023. The description of the Agreement contained herein is qualified by reference thereto.

The Notes were issued pursuant to an agreement dated February 28, 2018supplemented by a tenth additional indenture, dated on February 2, 2023
(the “Tenth Amendment”), each between the registrant and US Bank Trust Company, National Association (as successor to National Association of US Banks), as trustee. The Notes pay interest semi-annually in arrears at the rate of 4.450% per annum.

The Notes may be redeemed in full or in part from time to time at any 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 of the Notes, the redemption price for the Notes to be redeemed will be the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled principal and Interest payments on the Notes repayable up to and including the date three months prior to the Maturity Date of the Notes (excluding accrued interest but no Redemption Date), discounted semi-annually to the Redemption Date (assuming a 360-day, twelve-month period). 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount to be repaid, but without the repayment date.

If the Notes are redeemed on or after the date three months prior to the Maturity Date of the Notes, the redemption price for the Notes to be redeemed will be 100% of the principal amount of such Notes plus accrued and unpaid interest, but excluding the Redemption Date.

The tenth supplementary agreement is hereby submitted as Annex 4.1. The Tenth Amendment description contained herein is qualified by reference thereto.

Item 9.01. Financial statements and appendices.


(d) Exhibits

The following exhibits will be submitted 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).