Item 7.01. Regulation FD Disclosure

On January 25, 2023, the Registrant issued a Press Release, attached hereto as Exhibit 99.1, reporting fourth-quarter and full year results for 2022. Attached hereto, as Exhibit 99.2, is the Quarterly Financial Data for the fourth quarter of 2022. This information is available on the Registrant's website, www.norfolksouthern.com, in the "Invest in NS" section, under "Financial Reports." This unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Registrant's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q; and (b) any Current Reports on Form 8-K.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On January 24, 2023, James A. Squires, a member of the Board of Directors and former Chief Executive Officer of the Registrant, notified the Board that he will not stand for re-election to the Board at the Registrant's 2023 annual meeting of shareholders. Mr. Squires' term on the Board will expire at the Registrant's 2023 annual meeting of shareholders. Mr. Squires' decision is not due to any disagreement with the Registrant on any matter relating to our operations, policies, or practices.

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



99.1               Press Release dated January 25, 2023

99.2               2022 Q4 Financial Data

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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