Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On March 27, 2020, the Registrant entered
into an agreement, attached hereto as Exhibit 10.1, establishing a 5-year, $800 million, unsecured revolving credit facility (the
“Agreement”) under which the Registrant can borrow for general corporate purposes. The Agreement includes a subfacility
for swingline loans in an aggregate amount of up to $100 million. The other parties to the Agreement are Wells Fargo Bank, N.A.,
as Administrative Agent, as a Swingline Lender and as a Lender; Citibank, N.A. and Bank of America, N.A., each as a Syndication
Agent and as a Lender; and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., U.S. Bank National Association, Capital One, National
Association, Fifth Third Bank, National Association, MUFG Bank, Ltd., The Northern Trust Company, PNC Bank, National Association,
and Sumitomo Mitsui Banking Corporation, as Lenders that are signatories to the Agreement, as well as other parties that may become
Lenders from time to time under the Agreement’s provisions.
Interest rates under the facility vary
based on the type of loan made and range from the Prime Rate of Wells Fargo Bank, N.A., to incremental increases over the rate
published by the ICE Benchmark Administration Limited, with such increases based in some cases on the rating of the Registrant’s
unsecured long-term debt. The Agreement contains provisions consistent with the “amendment approach” endorsed by the
Alternative Reference Rates Committee convened by the Federal Reserve Board and the New York Fed to address issues relating to
the transition from LIBOR. The Agreement also has typical financial covenants, including covenants pertaining to the Registrant’s
consolidated total capital and related borrowing ratios, as well as limitations on other debt that may be incurred by the Registrant’s
subsidiaries, all as more fully described in the attached Exhibit.
No direct financial obligations of the
Registrant have arisen under the Agreement as of the date hereof.
The Agreement replaces the Registrant’s
existing $750 million credit facility under an agreement, dated as of May 26, 2016 (the “Prior Agreement”), that was
terminated by the Registrant on March 27, 2020, in advance of its stated termination date and without any early termination penalties
being incurred by the Registrant. The other parties to the Prior Agreement as of May 26, 2016, were Wells Fargo Bank, N.A., as
Administrative Agent and as a Lender; Bank of America, N.A., and Citibank, N.A., each as a Syndication Agent and as a Lender; and
Goldman Sachs Bank USA, Morgan Stanley Bank N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Fifth Third Bank, PNC Bank, National
Association, Sumitomo Mitsui Banking Corporation, The Northern Trust Company, and U.S. Bank National Association, as Lenders.
Except as described in this Current Report
on Form 8-K, the terms of the Prior Agreement are substantially and in all material respects similar to the terms of the Agreement.
With respect to the other parties to
the Prior Agreement, the Registrant has customary banking relationships based on the provision of a variety of financial services,
including pension fund, cash management, investment banking, and equipment financing and leasing services, none of which are material
individually or in the aggregate with respect to any individual party.
With respect to the other parties to
the Agreement and the Prior Agreement, the Registrant has or may have had customary banking relationships based on the provision
of a variety of financial services, including pension fund, cash management, investment banking, and equipment financing and leasing
services. On March 1, 2019, the Registrant, through its wholly-owned freight railroad subsidiary Norfolk Southern Railway Company,
entered into certain agreements with Bank of America, N.A., and its affiliates related to the construction and leasing of a new
building in Atlanta, Georgia, construction of which is expected not to exceed $550 million.